As filed with the Securities and Exchange Commission November 14, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 10, 2000
SOFTLOCK.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 1-13611 04-3153168
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification Number)
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Five Clock Tower Place, Ste. 440
Maynard, MA 01754
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 461-5940
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Item 5. Other Events
On November 10, 2000, Softlock.com, Inc. (the "Company") entered into a
Shareholder Agreement (the "Shareholder Agreement") with the holders of
approximately 97% of the Company's Series B Preferred Stock (the "Shareholders")
pursuant to which the Shareholders have agreed, subject to various conditions,
that they will not trade in the Company's securities until June 1, 2001. In
connection with the execution of the Shareholder Agreement, the Company issued
to the Shareholders warrants to purchase an aggregate of 1,825,040 shares of the
Company's Common Stock at an exercise price of not less than $2.25 per share.
THE SUMMARY OF THE SHAREHOLDER AGREEMENT AND THE WARRANTS IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE SHAREHOLDER AGREEMENT AND THE WARRANTS
EXECUTED BY THE COMPANY IN CONNECTION WITH THIS TRANSACTION. THESE DOCUMENTS ARE
FILED AS EXHIBITS TO THIS FORM 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
10.1 Shareholder Agreement dated as of November 10, 2000
by and among Softlock.com, Raptor Global Portfolio,
Ltd., Altar Rock Fund, L.P., RC Capital, L.L.C., Ram
Trading, Ltd., Ritchie Capital Management, L.L.C.,
Apex Investment Fund IV, L.P., Apex Strategic
Partners IV, LLC and SI Venture Fund II, L.P.
10.2 Form of Warrant Agreement dated November 10, 2000.
99.1 Press Release dated November 13, 2000.
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S-1
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.
SOFTLOCK.COM, INC.
Date: November 14, 2000 By: /s/ Andrew Morrison
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Andrew Morrison.
Chief Financial Officer
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Exhibit Index
10.1 Shareholder Agreement dated as of November 10, 2000
by and among Softlock.com, Raptor Global Portfolio,
Ltd., Altar Rock Fund, L.P., RC Capital, L.L.C., Ram
Trading, Ltd., Ritchie Capital Management, L.L.C.,
Apex Investment Fund IV, L.P., Apex Strategic
Partners IV, LLC and SI Venture Fund II, L.P.
10.2 Form of Warrant Agreement dated November 10, 2000.
99.1 Press Release dated November 13, 2000.
