<PAGE>
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): OCTOBER 26, 2000
FOCUS ENHANCEMENTS, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-11860 04-3186320
------------------ --------------------- ---------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Research Drive, Wilmington, MA 01887
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 988-5888
<PAGE>
ITEM 5. OTHER EVENTS
On October 26, 2000, Focus Enhancements, Inc. ("Focus") issued a secured
promissory note in the principal amount of $2,362,494 to Carl Berg, a
shareholder and director of Videonics, Inc. ("Videonics"). Focus and Videonics
are parties to an agreement and plan of merger, pursuant to which Videonics will
merge with and into Focus. The promissory note was issued in connection with a
loan made to Focus by Mr. Berg for the purpose of collateralizing a $2.3 million
bond to be posted in connection with Focus' litigation with CRA Systems, Inc.
The promissory note has a term of three years and bears interest at a rate of
prime plus 1%. The principal amount of the note will be due at the end of its
term, with interest to be paid quarterly. Under certain circumstances,
including at the election of Mr. Berg and Focus, the promissory note is
convertible into shares of Focus common stock generally equal to the value of
the promissory note and any accrued and unpaid interest. In the event the
merger is not completed, the promissory note can be called and become payable in
full upon 90-days notice from Mr. Berg, at his sole discretion. The promissory
note is secured by a security agreement in favor of Mr. Berg granting him a
security interest in first priory over substantially all of the assets of Focus.
A copy of the promissory note and the security agreement are attached to this
report as Exhibits 99.1 and 99.2 hereto and is incorporated herein by reference.
On October 30, 2000, Focus announced that it had submitted a supersedeas bond in
the federal district court of Waco, Texas to suspend the enforcement of a $1.8
million judgement in favor of CRA Systems, Inc., pending appeal. Additionally,
Focus announced that the Company had secured appropriate debt financing in order
to post this supersedeas bond. A copy of the press release containing such
information is attached to this report as Exhibit 99.3 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Promissory Note issued by Focus Enhancements, Inc. to Carl Berg.
99.2 Security Agreement between Focus Enhancements, Inc. and Carl Berg
99.3 Focus Enhancements, Inc. Press Release
2
<PAGE>
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.
FOCUS ENHANCEMENTS, INC.
Date: October 31, 2000 BY: /s/ Richard A. Nardella
-------------------------------
Name: Richard A. Nardella
Title: Principal Financial Officer
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
*99.1 Promissory Note issued
by Focus Enhancements,
Inc. to Carl Berg
*99.2 Security Agreement between
Focus Enhancements, Inc.
and Carl Berg
99.3 Focus Enhancements, Inc.
Press Release
*Previously filed.
4
