<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): June 14, 2000
WIRE ONE TECHNOLOGIES, INC.
---------------------------
(Exact name of Registrant as Specified in its Charter)
Delaware 0-25940 77-0312442
---------- --------- -----------
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
225 Long Avenue, Hillside, NJ 07205
----------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(973) 282-2000
----------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On June 14, 2000, Wire One Technologies, Inc. (the "Company"), issued
2,450 shares of its Series A Convertible Preferred Stock and Warrants to
purchase 857,500 shares of its Common Stock in a private placement to
institutional and strategic investors. The Company estimates the net proceeds of
the offering, after expenses, to be approximately $16,150,000. The Series A
Convertible Preferred Stock is subject to the terms and conditions of the
Certificate of Designations, Preferences and Rights attached hereto as Exhibit
3.1. The Warrants are subject to the terms and conditions of the form of Warrant
attached hereto as Exhibit 4.3. Pursuant to a Registration Rights Agreement
attached as Exhibit 4.2, the Company has agreed to prepare and file with the
Securities and Exchange Commission a registration statement covering the resale
of the shares of the Company's Common Stock issuable pursuant to the terms of
the Series A Convertible Preferred Stock and the Warrants. The terms of the
private placement are more fully set forth in the Preferred Stock and Warrant
Purchase Agreement attached hereto as Exhibit 10.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma financial Information.
Not applicable.
<PAGE>
(c) Exhibits.
Exhibit No. Description
----------- -----------
3.1 Certificate of Designations, Preferences and Rights
of Series A Preferred Stock of Wire One Technologies,
Inc. filed with the Delaware Secretary of State on
June 14, 2000.
4.1 Reference is made to Exhibit 3.1.
4.2 Registration Rights Agreement dated as of June 14,
2000 among Wire One Technologies, Inc. and the
Investors set forth therein.
4.3 Form of Warrant.
10.1 Preferred Stock and Warrant Purchase Agreement dated
as of June 14, 2000 among Wire One Technologies, Inc.
and the Buyers set forth therein.
99.1 Text of Press Release dated June 16, 2000.
<PAGE>
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.
WIRE ONE TECHNOLOGIES, INC.
By /S/ Richard Reiss
---------------------------------------------
Richard Reiss
President and Chief Executive Officer
Date: June 27, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Certificate of Designations, Preferences and Rights of Series A
Preferred Stock of Wire One Technologies, Inc. filed with the
Delaware Secretary of State on June 14, 2000.
4.1 Reference is made to Exhibit 3.1.
4.2 Registration Rights Agreement dated as of June 14, 2000 among
Wire One Technologies, Inc. and the investors set forth therein.
4.3 Form of Warrant.
10.1 Preferred Stock and Warrant Purchase Agreement dated as of June
14, 2000 among Wire One Technologies, Inc. and the Buyers set
forth therein.
99.1 Text of Press Release dated June 16, 2000.
