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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): February 26, 1998
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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 943036611
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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 February 26, 1998, CONNECT, Inc., a Delaware corporation (the
"Company"), completed the exchange of $9,744,250 principal amount of outstanding
Convertible Notes and in some cases accrued interest thereon for 4,905,209
shares of Series A Preferred Stock (the "Exchange"). Prior to the Exchange,
$575,750 principal amount of Convertible Notes were converted into 1,245,028
shares of Common Stock. The Exchange was effected to allow the Company to comply
with the net tangible asset requirements applicable to companies with Common
Stock listed on the NASDAQ National Market. Specifically, the NASDAQ National
Market requires as a condition to continued listing that a company maintain $4
million of net tangible assets. As a result of the Exchange, the Company
estimates that its net tangible assets as of February 26, 1998 exceed $6
million.
In addition, effective as of the close of business on February 26, 1998,
the Company effected a one for five reverse split of its outstanding shares of
Common Stock. As of the close of business on February 26, 1998, and after
giving effect to the reverse split, the Company had 4,091,010 shares of Common
Stock outstanding (which number excludes shares issuable upon conversion of the
Company's Series A Preferred Stock and upon exercise of outstanding options and
warrants). Both the reverse split and the Exchange were approved by the
Company's stockholders at a special meeting of stockholders held on February 24,
1998.
Further background information relating to the Exchange and the reverse
split is contained in the Company's proxy statement provided to the Company's
stockholders in connection with the special meeting of stockholders held on
February 24, 1998.
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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: February 26, 1998 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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