<PAGE> 1
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 24, 1999
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ONEWORLD SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 000-23260 94-3095680
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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1144 East Arques Avenue, Sunnyvale, CA 94086
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (408) 523-1100
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On February 24, 1999 , March 3, 1999 and March 10, 1999, OneWorld Systems, Inc.
issued the press releases which are attached hereto as exhibits.
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Exhibit 5.1 Press Release issued February 24, 1999 - OneWorld Systems Reports Delisting
from Nasdaq Stock Market
Exhibit 5.2 Press Release issued March 3, 1999 - OneWorld Systems Announces $10 Million
In New Financing
Exhibit 5.3 Press Release issued March 10, 1999 - OneWorld Systems Closes $10 Million
in Financing
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SIGNATURE
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.
OneWorld Systems, Inc.
Date: March 11, 1999 By: /s/ Neil Selvin
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Neil Selvin
President and Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Numbered
Document Page
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5.1 Press Release issued February 24, 3
1999 OneWorld Systems Reports
Delisting from Nasdaq Stock
Market
5.2 Press Release issued March 3, 4
1999 OneWorld Systems
Announces $10 Million In New
Financing
5.3 Press Release issued March 10, 8
1999 OneWorld Systems Closes
$10 Million in Financing
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<PAGE> 1
EXHIBIT 5.1
[OneWorld Systems Logo]
FOR IMMEDIATE RELEASE
Contact:
Heidi Palmer
OneWorld Systems, Inc.
Phone: (408)523-2204
Email: [email protected]
ONEWORLD SYSTEMS REPORTS DELISTING FROM NASDAQ STOCK MARKET
SUNNYVALE, Calif., - February 24, 1999 - OneWorld Systems,(TM) Inc. (Nasdaq:
OWLD) reported today that it has been notified of Nasdaq's decision to delist
the company's Common Stock from the Nasdaq National Market(TM) due to the
failure to meet certain listing requirements. Such notice was received today
following the close of the market and is effective immediately. The Company
anticipates the trading of its Common Stock will transition to the Over the
Counter (OTC) Bulletin Board.
About OneWorld Systems
OneWorld Systems, Inc. is headquartered in Sunnyvale,
California and develops and manufactures products that enhance and simplify
wide-area data communications for the small and medium size office markets.
OneWorld(TM) 5000 Communications Servers are designed to be versatile, easy to
use, cost-effective and expandable as small offices grow. For more information,
visit the company's website at http://www.oneworldsystems.com, or call toll-free
in North America at 1-877-697-2677.
# # #
Note to Editors: OneWorld is a registered trademark and OneWorld Systems and the
OneWorld Systems logo are trademarks of OneWorld Systems, Inc., which may be
registered in some countries. All other brand names and trademarks mentioned in
this document are properties of their respective owners.
<PAGE> 1
EXHIBIT 5.2
[OneWorld Systems Logo]
FOR IMMEDIATE RELEASE
Contact:
Heidi Palmer
OneWorld Systems, Inc.
Phone: (408)523-2204
Email: [email protected]
ONEWORLD SYSTEMS ANNOUNCES $10 MILLION IN NEW FINANCING
Integral Capital Partners and Hambrecht & Quist Are Lead Investors
SUNNYVALE, Calif., - March 3, 1999 - OneWorld Systems,(TM) Inc. (OTCBB: OWLD)
announced today that it will receive $10 million in financing from Integral
Capital Partners, a leading technology investment firm based in Menlo Park,
California, and from Hambrecht & Quist, a leading investor and underwriter for
technology growth companies. Kevin Compton, partner at Kleiner Perkins Caufield
& Byers, is also participating in this financing.
In a private placement, the company is selling 620,000 Units at a cost
of approximately $16.30 per unit. Each Unit consists of 13 shares of newly
issued and unregistered Common Stock, and 5 shares of newly issued and
unregistered Series A Preferred Stock. Each share of Series A Preferred Stock is
convertible into 10 shares of the Company's Common Stock. The transaction is
expected to close in the next few days upon the routine exchange of final
documents.
"Our investment approach is to invest in companies that are in exploding
market segments and who are changing the rules of the game," said Roger McNamee,
general partner of Integral Capital Partners. "According to IDC/LINK, there are
over 1.1 million small businesses with local area networks and that number is
expected to double by the year 2001. OneWorld Systems has a long-standing
history of making communications products that are more integrated and
fundamentally easier to use than competing products. Armed with hot new products
and a new team of investors, OneWorld is poised to rewrite the rules in small
business data communications," McNamee added.
-more-
<PAGE> 2
OneWorld Systems Closes $10 Million in New Financing Page 2
"Hambrecht & Quist, making its first investment from its new Access
Technology Partners, L.P. fund, is excited about the investment and business
opportunity represented by OneWorld Systems," said Daniel H. Case III, Chairman
and CEO, Hambrecht & Quist. "We believe in OneWorld's products and the market
opportunity they have to provide sophisticated 'big business' communications
solutions without the 'big business' costs and complexities. We think that the
management team understands the unique network communications needs of small
business and believe that OneWorld's servers can, and will, be widely adopted,"
Case added.
"The OneWorld Systems management team has the knowledge and depth of
experience to make the company a market leader in the small business network
communications segment," said Kevin Compton, partner at Kleiner Perkins Caufield
& Byers, and a member of the company's Board of Directors since 1992. "The
OneWorld(R) Network Communications Server products are designed specifically for
small business, have the capabilities that small businesses require today, and
provide a platform for growth and scalability. This infusion of capital will
boost OneWorld Systems' ability to capture the attention, and sales, of the
small business as they enter a new, more sophisticated stage of communications
for their growing businesses," Compton added.
"We are extremely pleased to have such prestigious financial investors
as Integral Capital and Hambrecht & Quist," said Neil Selvin, president and
chief executive officer, OneWorld Systems. "This additional financing will fuel
our growth and allow us to continue to expand our channel sales, marketing and
R&D efforts. We anticipate implementing new channel partner programs, increasing
direct marketing activities and developing awareness building campaigns over the
next year. We are executing our business plan and look forward to working
closely with our new investors," said Selvin.
"We have already experienced success in several small business vertical
markets, including such diverse industries as advertising agencies and state and
local government. For example, premier advertising agencies such as Goodby,
Silverstein & Partners in San Francisco and TBWA Chiat/Day Toronto, have adopted
the OneWorld Network Communications Server for their wide area communications
needs. In the government market, The City of Stockton, California and the
Riverside County (California) Transportation Commission have adopted the
OneWorld server for remote access and fax communications. The unique
capabilities of the OneWorld products will give each of these organizations the
ability to expand services, increase communications speed, and add user support
as they continue to grow," said Selvin.
-more-
<PAGE> 3
OneWorld Systems Closes $10 Million in New Financing Page 3
OneWorld Servers Provide Big Business Communications without the Big Business
Costs
The OneWorld Network Communications Server product family has several
unique features that implement communications technologies specifically with the
needs of the growing office in mind:
Versatile - A company can choose the communications services that are needed now
(desktop faxing, remote access, Internet access and/or network modem) and
upgrade to additional communications services as they need them.
Expandable - Equipped with four 56K analog modems in all models, the OneWorld
servers are expandable to eight 56K analog modems, ISDN or T1 connectivity as a
company's needs grow.
In addition, the OneWorld Network Communications Servers includes
several features that reflect the company's attention to a small business'
sensitivity to capital costs and monthly expenses:
Multi-function Server - Because the OneWorld Servers integrate multiple
communications functions into one product, it costs dramatically less than
purchasing individual fax, remote access, Internet routing and network modem
equipment. Some estimates indicate that the OneWorld Servers are half the price
of what a collection of competitive, single-function solutions cost.
Dynamic Port Allocation - By dynamically sharing analog telephone lines among
all fax, remote access, Internet routing and data communications traffic, fewer
phone lines are needed and are used more efficiently instead of being dedicated
to one type of function and sitting idle when not being used by that function.
Client Software - Small businesses don't want to pay again and again to increase
the number of users of a product as their business grows. The award-winning
FaxWorks(TM) and GlobalFax(TM) fax software applications are included at no
extra charge, with unlimited client usage.
Client Support - The OneWorld Network Communications Servers are the only full
function communications servers to support all of the key communications
functions for both Windows and Macintosh users on the network.
-more-
<PAGE> 4
OneWorld Systems Closes $10 Million in New Financing Page 4
Administration Software - Small businesses don't always have the expertise, or
the time, to learn multiple administration software packages for all of their
communications equipment. The OneWorld servers are easy to administer through a
single, intuitive, user interface that lets a network administrator add, delete
or modify all communications services for all users all in one place.
All-inclusive - The OneWorld Network Communications Servers include all the
hardware, software and modems needed to get started. Businesses just need to
provide the phone lines!
About OneWorld Systems
OneWorld Systems, Inc. is headquartered in Sunnyvale, California and
develops and manufactures products that enhance and simplify wide-area data
communications for the small and medium size office markets. OneWorld Network
Communications Servers combine desktop faxing, remote access and Internet access
in a single server and are designed to be versatile, easy to use, cost-effective
and expandable as small offices grow. Formerly known as Global Village
Communication, the company is traded on the Over The Counter Bulletin Board
(OTCBB) under the ticker symbol OWLD. For more information, visit the company's
website at http://www.oneworldsystems.com.
Portions of this news release contain forward-looking statements.
Investors are cautioned that all forward-looking statements involve risks and
uncertainties.
The Company has no significant revenues at present and is incurring
losses. In order to market its products successfully, the Company will have to
develop and expand its Value-Added Reseller channel. Commercial acceptance of
the Company's products is also dependent on certain factors including the
Company's sales and marketing efforts, technical reviews by third parties,
introductions of new technologies or standards, performance of the Company's
distributors and suppliers and announcements by the Company's competitors. Many
of the Company's competitors have substantially greater financial, technical,
sales, marketing and other resources, as well as greater name recognition and a
larger customer base, than the Company. In addition, the Company may face
pricing pressure, which could lead to reductions in the average sales prices for
the Company's products and could have a material adverse effect on gross
margins. There is no assurance that the Company will ever achieve significant
revenues or profitability.
# # #
Note to Editors: OneWorld is a registered trademark and OneWorld Systems and the
OneWorld Systems logo are trademarks of OneWorld Systems, Inc., which may be
registered in some countries. All other brand names and trademarks mentioned in
this document are properties of their respective owners.
<PAGE> 1
EXHIBIT 5.3
[OneWorld Systems Logo]
FOR IMMEDIATE RELEASE
Contact:
Heidi Palmer
OneWorld Systems, Inc.
Phone: (408)523-2204
Email: [email protected]
ONEWORLD SYSTEMS CLOSES $10 MILLION IN FINANCING
SUNNYVALE, Calif., - March 10, 1999 -OneWorld Systems(TM), Inc. announced today
that it has closed its $10 million financing from Integral Capital Partners, a
leading technology investment firm based in Menlo Park, California, and from
Hambrecht & Quist, a leading investor and underwriter for technology growth
companies. Kevin Compton, partner at Kleiner Perkins Caufield & Byers, also
participated in this financing.
In the private placement, the company sold 620,000 Units at a cost of
$16.30 per Unit. Each Unit consisted of 13 shares of newly issued and
unregistered Common Stock, and 5 shares of newly issued and unregistered Series
A Preferred Stock. Each share of Series A Preferred Stock is convertible into 10
shares of the Company's Common Stock.
About OneWorld Systems
OneWorld Systems, Inc. is headquartered in Sunnyvale, California and
develops and manufactures products that enhance and simplify wide-area
communications for the small and medium size office markets. OneWorld(R) Network
Communications Servers combine desktop faxing, remote access and Internet access
in a single server and are designed to be versatile, easy to use, cost-effective
and expandable as small offices grow. Formerly known as Global Village
Communication, the company is traded on the Over The Counter Bulletin Board
(OTCBB) under the ticker symbol OWLD. For more information, visit the company's
website at http://www.oneworldsystems.com.
# # #
Note to Editors: OneWorld is a registered trademark and OneWorld Systems and the
OneWorld Systems logo are trademarks of OneWorld Systems, Inc., which may be
registered in some countries. All other brand names and trademarks are
properties of their respective owners.
