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UNITED STATES
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): November 19, 1997
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CONNECT, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
000-20873 77-0431045
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(Commission File Number) (IRS Employer Identification No.)
515 Ellis Street, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 254-4000
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On November 20, 1997, CONNECT, Inc. (the "Company") announced that it completed
a financing that raised $10 million through the issuance in a private placement
of units consisting of convertible debt securities and warrants (the "Units").
Each Unit was sold for $40,000 and consists of a $40,000 principle amount
convertible note (a "Note") and a warrant (a "Warrant"). Each Note will accrue
interest at a rate of 5% per annum and is convertible at the option of the
holder into shares of the Company's Common Stock at a price per share equal to
the lesser of (i) $2.00 or (ii) 80% of the average closing bid price of the
Company's Common Stock during the 10 trading days prior to conversion. Each
Warrant is exercisable at any time within three years after the date of issuance
to purchase 13,333 shares of the Company's Common Stock at a price of $2.50 per
share. The Company is obligated to file with the Securities and Exchange
Commission shortly after the closing of the initial sale of the Units a
registration statement with respect to the resale of the shares issuable upon
conversion of the Notes and exercise of the Warrants. The Company has reserved
the right to issue up to an additional $2 million of Units (in excess of the $10
million described above) within a short period of time after closing the initial
sale of units. The purpose of the offering was to provide funds for working
capital and general corporate purposes.
The securities sold by the Company will not be registered under the
Securities Act of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
Further details of this transaction are contained in the Company's press
release dated November 20, 1997, filed as an exhibit hereto and incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit 99.1 CONNECT, Inc. Press Release dated November 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CONNECT, Inc.
(Registrant)
Dated: November 21, 1997 By: /s/ JOSEPH G. GIRATA
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Joseph G. Girata
Vice President of Finance and
Administration and Chief Financial Officer
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EXHIBIT 99.1
Company Press Release
MOUNTAIN VIEW, CALIF., November 20, 1997 - CONNECT, Inc. (NASDAQ: CNKT),
announced today that it completed a financing that raised $10 million through
the issuance in a private placement of units consisting of convertible debt
securities and warrants (the "Units"). Each Unit was sold for $40,000 and
consists of a $40,000 principle amount convertible note (a "Note") and a warrant
(a "Warrant"). Each Note will accrue interest at a rate of 5% per annum and is
convertible at the option of the holder into shares of the Company's Common
Stock at a price per share equal to the lesser of (i) $2.00 or (ii) 80% of the
average closing bid price of the Company's Common Stock during the 10 trading
days prior to conversion. Each Warrant is exercisable at any time within three
years after the date of issuance to purchase 13,333 shares of the Company's
Common Stock at a price of $2.50 per share. The Company is obligated to file
with the Securities and Exchange Commission shortly after the closing of the
initial sale of the Units a registration statement with respect to the resale of
the shares issuable upon conversion of the Notes and exercise of the Warrants.
The Company has reserved the right to issue up to an additional $2 million of
Units (in excess of the $10 million described above) within a short period of
time after closing the initial sale of units. The purpose of the offering was to
provide funds for working capital and general corporate purposes.
The securities sold by the Company will not be registered under the
Securities Act of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
