<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) - June 1, 1998
DATA RACE, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
0-20706 74-2272363
(Commission File Number) (I.R.S. Employer Identification No.)
12400 NETWORK BLVD.
SAN ANTONIO, TEXAS 78249
(210) 263-2000
(Address of Principal Executive Offices and Telephone Number,
Including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS.
On November 12, 1997, the Company completed the first closing of a private
placement of its 1997 Series C Convertible Participating Preferred Stock
("Preferred Stock") and Stock Purchase Warrants ("Warrants") with four
investment firms (the "Investors"), at an aggregate price of $5,000,000. At
such time, the Investors agreed, subject to certain conditions, to purchase at a
second closing additional shares of Preferred Stock and Warrants at an aggregate
price of $3,000,000. Subject to prior extensions, the second closing was
scheduled to occur on June 1, 1998. Although the Company believes that it has
met all of the conditions necessary for the second closing, the Company and the
Investors have agreed to defer the second closing to June 10, 1998, in order to
permit the Company to fully explore other financing alternatives.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
--------
Exhibit Description
------- -----------
10.1 Amendment dated June 1, 1998 to the Securities Purchase
Agreement dated November 7, 1997
2
<PAGE>
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.
DATA RACE, Inc.
Date: June 1, 1998 By: /s/ GREGORY T. SKALLA
-------------------------------
Gregory T. Skalla,
Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary
3
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
10.1 Amendment dated June 1, 1998 to the Securities Purchase
Agreement dated November 7, 1997
4
<PAGE>
EXHIBIT 10.1
June 1, 1998
DATA RACE, Inc.
12400 Network Boulevard
San Antonio, Texas 78249-3341
Attention: Gregory T. Skalla
Re: Series C Convertible Participating Preferred Stock and Warrants
---------------------------------------------------------------
Dear Mr. Skalla:
We refer to the Securities Purchase Agreement, dated November 7, 1997, as
amended by the letter agreement dated January 30, 1998 (the "January Letter
Agreement") and the letter agreement dated April 14, 1998 (the "April Letter
Agreement"), (the "Purchase Agreement"), by and among DATA RACE, Inc. (the
"Company") and the buyers named therein (the "Buyers") relating to the sale by
the Company of shares of Series C Convertible Participating Preferred Stock (the
"Preferred Stock") and the related warrants (the "Warrants") of the Company to
the Buyers. Pursuant to the terms of the Purchase Agreement, on November 12,
1997 the Company sold 5,000 shares of Preferred Stock and 139,861 Warrants to
the Buyers. Subject to the terms and conditions set forth in the Purchase
Agreement, the Company will sell an aggregate of an additional 3,000 shares of
Preferred Stock (the "Additional Preferred Shares") and the related Warrants to
the Buyers.
The Company and the Buyers have agreed to the following change to the
Purchase Agreement, including the January Letter Agreement and the April Letter
Agreement:
Section 1(c) of the Purchase Agreement is amended to define the
"Additional Closing Date" as "June 10, 1998 (or such later date as is
mutually agreed to by the Company and the Buyers)" rather than the
Additional Closing Date currently set forth in Section 1(c) of the
Purchase Agreement. Each of the Buyers acknowledges it has received
the Additional Share Notice.
Except as modified herein, the Purchase Agreement, including the January
Letter Agreement and the April Letter Agreement, remain in full force and effect
in accordance with its terms. Pursuant to Section 2(b)(ii) of the Statement of
Designations, Preferences and Rights of Series C Convertible Participating
Preferred Stock of DATA RACE, Inc. (the "Statement of Designations"), any
Additional Preferred Shares issued on June 10, 1998 will have an initial Fixed
Conversion Price equal to 120% of the Market Price (as defined in the Statement
of Designations) of the Common Stock on June 10, 1998.
<PAGE>
This letter agreement is effective June 1, 1998 and shall be binding upon
the parties and their successors and assigns and may be amended or terminated
only by a writing signed by all the parties hereto.
Please indicate your agreement to the above by signing in the space
provided below and faxing a signed copy to each of the Buyers listed below.
BUYERS:
NELSON PARTNERS
By: /s/ ANNE DUPUY
-----------------------------
Name: Anne Dupuy
Title: Officer
OLYMPUS SECURITIES, LTD.
By: /s/ ANNE DUPUY
-----------------------------
Name: Anne Dupuy
Its: Director
CC INVESTMENTS, LDC
By: /s/ JOHN D. ZIEGELMAN
-----------------------------
Name: John D. Ziegelman
Title: Director
CAPITAL VENTURES INTERNATIONAL
By: Heights Capital Management
Its: Authorized Agent
By: /s/ MICHAEL L. SPOLAN
-----------------------------
Name: Michael L. Spolan
Its: Secretary and General Counsel
Accepted and agreed to this
1st day of June, 1998:
DATA RACE, INC.
By: /s/ GREGORY T. SKALLA
------------------------------------------
Gregory T. Skalla
Vice President and Chief Financial Officer
