OMNIS TECHNOLOGY CORP
8-K, 2000-10-24
PREPACKAGED SOFTWARE
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                       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: October 24, 2000
                (Date of earliest event reported: August 2, 2000)

                          OMNIS TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


            Delaware                                       94-3046892
(State or other jurisdiction of                (IRS Employer Identification No.)
         incorporation)

                                     0-16449
                            (Commission File Number)


981 Industrial Way, Building B, San Carlos, California               94070-4117
       (Address of Principal Executive Offices)                      (Zip Code)


                                 (650) 632-7100
              (Registrant's telephone number, including area code)


                                       n/a
          (Former name or former address, if changed since last report)

                                       1

<PAGE>


     Item 5. Other Events.

         (a) On August 14,  2000,  James W. Dorst  resigned as a director of the
Company.  In  connection  with his  resignation,  the Board of  Directors of the
Company (the "Board") fully  accelerated  the vesting of Mr. Dorst's  options to
purchase  common  stock  granted on November  23, 1999 and extended the right to
exercise the options following  termination of his directorship  until March 31,
2001. On October 16, 2000, James Dorst also resigned as Chief Financial  Officer
and Chief Operating Officer of the Company.  A successor Chief Finanical Officer
and Chief Operating Officer has not been appointed at this time.

         (b) On August 14, 2000, the Board appointed Bryan Sparks as a Class III
director of the Company to fill the vacancy on the Board created by Mr.  Dorst's
resignation  for a term expiring at the 2000 Annual Meeting of  Stockholders  of
the Company.  Also on August 14, 2000,  director Sparks was granted an option to
purchase  96,825 shares of common stock at an exercise price of $6.80 per share.
A copy of the stock  option  agreement  entered  into  between  the  Company and
director Sparks is filed herewith as Exhibit 10.1.

         (c) On September 22, 2000, director Bryce J. Burns was elected Chairman
of the Board of Directors of the Company.  The former Chairman,  Philip Barrett,
remains a director  of the  Company.  The Company  issued to  director  Burns an
amended and restated option  agreement dated as of February 14, 2000 in order to
correct a mutual mistake in the original  option  agreement  granted on February
14, 2000. The original option agreement  erroneously  stated the option exercise
price at $12.25 per share while the option  grant by the Board set the  exercise
price at $10.42 per  share.  The option  agreement  also was  amended to conform
certain other provisions to the status of Mr. Burns as a director.  In addition,
on September 22, 2000,  the Board granted  director  Burns an option to purchase
32,000 shares of common stock at an exercise price of $5.95 per share. Copies of
the amended stock option agreement and new stock option  agreement  entered into
between the Company and director  Burns are filed  herewith as Exhibits 10.2 and
10.3.

         (d) On August 2,  2000,  by  action  of the Board of  Directors  of the
Company,  the Company  terminated  its 1994  Employee  Stock  Purchase Plan (the
"Plan").  Employees  of the  Company  were  notified  in  writing  of  the  Plan
termination on September 19, 2000 in accordance with the terms of the Plan.

         (e) On  September  28, 2000,  the Company  borrowed  $250,000  from The
Philip  and Debra  Barrett  Charitable  Remainder  Trust (the  "Trust").  Philip
Barrett,  a director of the  Company,  is the trustee and a  beneficiary  of the
Trust.  The  Company  issued  an  unsecured  promissory  note  to the  Trust  in
connection  with the loan (the  "Barrett  Note").  The  Barrett  Note is due and
payable two years from the date of issuance and bears interest at 10% per annum.
A copy of the Barrett Note is filed  herewith as Exhibit 10.4; and the foregoing
is only a summary of and is subject to all of the terms and  conditions  of such
document.

         (f) On August 23, 2000,  the Company  borrowed an aggregate of $750,000
from three  lenders  (the  "Lenders")  pursuant to the terms of a Note  Purchase
Agreement. The Company issued three unsecured promissory notes to the Lenders in
connection therewith (the "Notes").  The Notes bear interest at 4% per annum and
shall be  automatically  converted into shares of common stock of the Company on
the second  anniversary  of the date of issuance  thereof at a conversion  price
equal to $6.17 per  share.  The Notes  are also  convertible  at any time at the
option of the holders thereof at the same conversion  price per share. A copy of
the form of Note Purchase  Agreement and Note is filed herewith as Exhibit 10.5;
and the  foregoing  is only a summary  of and is subject to all of the terms and
conditions of such documents.

     Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------
10.1           Nonincentive Stock Option Agreement between the Company and Bryan
               Sparks dated as of August 14, 2000.

                                       2

<PAGE>


10.2           Amended and Restated  Nonincentive Stock Option Agreement between
               the Company and Bryce J. Burns dated as of February 14, 2000.

10.3           Nonincentive Stock Option Agreement between the Company and Bryce
               J. Burns dated as of September 22, 2000.

10.4           Form of Promissory Note dated as of September 28, 2000, issued by
               the Company to The Philip and Debra Barrett Charitable  Remainder
               Trust.

10.5           Form of Note Purchase  Agreement and Promissory  Note dated as of
               August 23, 2000, issued by the Company to three lenders.

                                       3

<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.


                                          OMNIS TECHNOLOGY CORPORATION


                                          By: /s/
                                              ----------------------------------
                                              Bryce J. Burns
                                              Chairman of the Board of Directors

Date: October 24, 2000

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