SOFTLOCK COM INC
8-K, EX-99, 2000-11-14
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FOR IMMEDIATE RELEASE

Contacts:

Philip Summers                              Sandra O'Keefe
VP, Corporate Marketing                     Alexander Ogilvy Public Relations
SoftLock.com Inc.                           [email protected]
[email protected]                       www.alexanderogilvy.com
www.softlock.com                            (212) 880-5315
----------------
978-461-4146

       SOFTLOCK ANNOUNCES SERIES B PREFERRED STOCKHOLDERS HAVE AGREED NOT
                       TO CONVERT THEIR PREFERRED SHARES

MAYNARD, MA - November 13, 2000 - SoftLock.com, Inc. (NASDAQ: SLCK), a leader in
the digital content economy,  today announced that the majority of the company's
Series B Preferred  Stockholders have agreed in principle that they,  subject to
various  conditions,  will not convert their Series B Preferred  Stock to Common
Stock.  Under terms of the agreement,  the Series B Preferred  Stockholders will
not trade in the  company's  securities  until  June 1, 2001.  Furthermore,  the
company  will issue the Series B  Preferred  Stockholders  warrants  to purchase
1,825,040 shares of the company's common stock at an exercise price of $2.25 per
share.

About SoftLock

SoftLock.com,  Inc.  (NASDAQ:  SLCK), a recognized leader in the digital content
economy,   is  defining  the  way  digital  information  is  securely  marketed,
distributed and sold online.  SoftLock's dynamic network of publishers,  branded
partners and affiliates  drives valuable digital content to a maximum  audience,
giving  businesses the power to generate new revenue and build brand  awareness.
SoftLock provides the infrastructure and integrated  services businesses need to
sell secured premium digital content to consumers. SoftLock is based in Maynard,
MA. For more information please visit www.softlock.com.

                                      # # #

SoftLock(R) is a registered trademark of SoftLock.com, Inc. eMerchandising,  The
SoftLock  CyberSales  Solution,  the  SoftLock  Chain  Reaction  Channel and the
SoftLock  Merchandising  Network  are  trademarks  of  SoftLock.com.  All  other
products or company  names are  trademarks  or  registered  trademarks  of their
respective owners.

This news  release  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934,  as amended.  Such  statements  are subject to
risks and uncertainties  that could cause actual results to vary materially from
those projected in the forward-looking  statements.  SoftLock.com may experience
significant  fluctuations  in  future  operating  results  due  to a  number  of
economic, competitive and other factors, including, among other things, the size
and timing of customer  orders,  changes in laws, new or increased  competition,
delays in new products,  production problems,  changes in market demand,  market
acceptance of new products, seasonality in product purchases and availability of
capital to finance  intended  expansion of operations.  These factors and others
could cause operating results to vary significantly from those in prior periods,
and those projected in forward-looking  statements.  Additional information with
respect to these and other factors,  which could  materially  affect the Company
and its operations,  are included in the Company's  fillings with the Securities
and Exchange Commission and are incorporated herein.



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