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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 (Date of earliest event reported):
August 30, 1996 (August 8, 1996)
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AMERICAN UNITED GLOBAL, INC.
Delaware 0-19404 95-4359228
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(State or other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
25 Highland Boulevard, Dix Hills, New York 11746
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(Address of principal executive offices)
(516) 254-2134
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS.
ACQUISITION OF CONNECTSOFT, INC.
On August 8, 1996, the Company acquired, through a merger with an
acquisition subsidiary of the Company (the "Merger"), all of the outstanding
capital stock of ConnectSoft, Inc. ("ConnectSoft"), a private company providing
communications software applications and services for persons seeking access to
and utilization of resources and information available on the Internet.
ConnectSoft shareholders received, on a pro rata basis, an aggregate 1,000,000
shares of the Company's Series B Preferred Stock (the "Preferred Stock"). Such
Preferred Stock does not pay a dividend, is not subject to redemption, has a
liquidation preference of $3.50 per share over the Company's common stock, $.01
par value (the "Company Common Stock"), and votes together with the Company
Common Stock as a single class on the basis of one vote for one share. Each
share of Preferred Stock is convertible into shares of Company Common Stock at
the holder's option into a minimum of 1,000,000 shares of Company Common Stock
and a maximum of 3,000,000 shares of Company Common Stock, based upon certain
criteria. The Preferred Stock may be converted into shares of Company Common
Stock as follows:
(i) Each share of Preferred Stock may be converted, at any time,
into one (1) share of Company Common Stock (a minimum of 1,000,000 shares of
such Common Stock if all such shares of Preferred Stock are so converted);
(ii) In the event that the "Combined Pre-Tax Income" (as defined)
of any or all of the "Subject Entities" (as defined) in ANY ONE of the three
fiscal years ending July 31, 1997, July 31, 1998, or July 31, 1999 (each a
"Measuring Fiscal Year" and collectively, the "Measuring Fiscal Years"):
(a) shall equal or exceed $3,000,000, each share of
Preferred Stock may be converted into two shares of Company
Common Stock (a maximum of 2,000,000 shares of such Common
Stock if all such shares of Preferred Stock are so
converted); or
(b) shall equal or exceed $5,000,000, each share of
Preferred Stock may be converted into three shares of
Company Common Stock (a maximum of 3,000,000 shares of such
Common Stock if all such shares of Preferred Stock are so
converted).
The "Subject Entities" include ConnectSoft and its consolidated subsidiaries (if
any) and eXodus Technologies, Inc., as a direct majority-owned subsidiary of the
Company, which has developed certain remote access computer software originated
by ConnectSoft.
The conversion ratio of the Preferred Stock shall be adjusted, such
that each share of Preferred Stock may be converted into three shares of Company
Common Stock, notwithstanding the levels of Combined Pre-Tax Income achieved, in
the event that (i) the Company sells the assets or securities of any of the
Subject Entities for consideration aggregating
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$5,000,000 or more, (ii) the Company consummates an initial public offering of
the securities of any of the Subject Entities (an "IPO") resulting in gross
proceeds in excess of $10,000,000, or in a market valuation for 100% of the
issuer's common stock equaling or exceeding $50,000,000, or (iii) a transaction
occurs with any third party (whether tender offer, merger, consolidation or
other combination) with the result that no shares of Company common stock will
be publicly traded on The NASDAQ Stock Market or any other national securities
exchange.
Prior to consummation of the Merger, the Company provided interim working
capital financing for ConnectSoft which aggregated approximately $3.4 million,
assumed all of ConnectSoft's operating expenses and liabilities, and received
proxies to vote approximately 80% of the outstanding ConnectSoft capital stock
in favor of the Merger. The Company will increase its aggregate funding
commitments to ConnectSoft and its related companies to a minimum of $5.0
million.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
None.
(b) PRO FORMA FINANCIAL STATEMENTS
None.
(c) EXHIBITS
None.
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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 hereto duly authorized.
AMERICAN UNITED GLOBAL, INC.
(Registrant)
Dated: August 22, 1996 By:/S/ DAVID M. BARNES
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David M. Barnes, Vice President
and Chief Financial Officer
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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 hereto duly authorized.
AMERICAN UNITED GLOBAL, INC.
(Registrant)
Dated: August 29, 1996 By:
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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 hereto duly authorized.
AMERICAN UNITED GLOBAL, INC.
(Registrant)
Dated: August 29, 1996 By:
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