<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 24, 2000
PREVIEW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-28329
(Commission File Number)
DELAWARE 77-0485517
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
1195 WEST FREMONT BOULEVARD
SUNNYVALE, CALIFORNIA 94087
(Address of principal executive offices, with zip code)
(408) 720-3500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 24, 2000, Preview Systems, Inc. announced that it had obtained
additional stock sale restriction or "lock-up" agreements from its Chief
Executive Officer, Chief Operating and Financial Officer, its directors and
their affiliated funds and several venture capital investors. Collectively, this
group of stockholders has agreed to not sell or dispose of 5,976,963
shares--approximately 35% of the outstanding company shares--until September 4,
2000, unless otherwise authorized by the company. This date extends the lock-up
period by 90 days following the scheduled expiration date of the original
lock-up agreements, which were executed in connection with Preview's initial
public offering last December. Further details are set forth in the press
release attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated May 24, 2000 announcing the
execution of additional lock-up agreements by
certain officers and investors in Preview Systems
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PREVIEW SYSTEMS, INC.
Date: May 25, 2000 By: /s/ G. Bradford Solso
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G. BRADFORD SOLSO
CHIEF OPERATING AND FINANCIAL OFFICER
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EXHIBIT 99.1
PREVIEW SYSTEMS CEO, COO/CFO, DIRECTORS AND SOME VENTURE
CAPITAL INVESTORS SIGN ADDITIONAL STOCK LOCK-UP AGREEMENTS
SUNNYVALE, CA--MAY 24, 2000--Preview Systems, Inc. (NASDAQ: PRVW) has obtained
additional stock sale restriction, or "lock-up," agreements from its Chief
Executive Officer, Chief Operating and Financial Officer, its directors and
their affiliated funds, and several venture capital investors.
Collectively, this group of stockholders has agreed to not sell or dispose of
5,976,963 shares--approximately 35% of the outstanding company shares--until
September 4, 2000, unless otherwise authorized by the company. This date extends
the lock-up period by 90 days following the scheduled expiration date of the
original lock-up agreements, which were executed in connection with Preview's
initial public offering last December.
ABOUT PREVIEW SYSTEMS
Preview Systems enables the secure electronic commerce of digital goods, such as
software and music, by providing an Internet-based infrastructure that connects
software publishers and record labels to their channel partners and customers.
Preview Systems' platform also incorporates protection, delivery and management
of the rights associated with the usage of digital goods. Headquartered in
Sunnyvale, California, Preview Systems technology is used by a network of
software publishers, record labels, distributors, service providers, resellers
and hardware manufacturers. Preview Systems is publicly traded on NASDAQ under
the symbol PRVW.
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The statements contained in this release that are not purely historical are
forward-looking statements within the meaning of Section 21E of the
Securities and Exchange Act of 1934. These include statements regarding
Preview's expectations, beliefs, hopes, intentions or strategies regarding
the future and, in particular, growth of the digital software distribution
marketplace. These forward-looking statements are subject to a number of
risks and uncertainties, including: the growth and acceptance of electronic
distribution of software; the growth of Preview's network of software
publishers, distributors, service providers, retailers and hardware
manufacturers; technical challenges that developers may experience or that
are specific to service provider or retailer implementations of our solution;
and the ability of the solution to achieve desired system integration,
flexibility and other expected business benefits. Actual results may differ
materially due to these and other factors. The matters discussed in this
press release also involve risks and uncertainties described from time to
time in Preview's filings with the Securities and Exchange Commission. In
particular, see the Risk Factors described in our quarterly report on Form
10-Q for the Quarter Ended March 31, 2000, our annual report on Form 10-K for
the fiscal year ended December 31, 1999 (as amended), our final Prospectus
dated December 7, 1999 for our initial public offering and our press
releases. Preview Systems assumes no obligation to update the forward-looking
information contained in this press release.
PREVIEW SYSTEMS INVESTORS CONTACT:
Erik Knettel
Thomson Financial Investor Relations
212-701-1963
[email protected]
