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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) APRIL 14, 1997
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PREFERRED NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27658 58-1954892
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
850 CENTER WAY, NORCROSS, GEORGIA 30071
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (770) 582-3500
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) On April 14, 1997, Preferred Networks, Inc. (the "Company") executed a
commitment letter with certain of its shareholders to sell to them $15.0
million in redeemable preferred stock and warrants and a commitment for a loan
of up to $10.0 million to be utilized prior to the closing of the sale of this
equity capital. The Company has given the investors the option to increase
their commitment to purchase stock and warrants by up to an additional $5.0
million at substantially the same terms until June 30, 1997. The issuance of
the preferred stock and warrants is subject to shareholder approval and the
execution of definitive documents and is expected to close in June 1997. This
issuance may at a subsequent date result in a change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed as part of this Current Report on
Form 8-K:
2.1 Commitment Letter dated April 9, 1997 between the
Company, Centennial Fund IV, L.P., Saugatuck Capital III,
PNC Capital Corp., Fleet Equity Partners, and Primus
Venture Fund III (incorporated by reference to Exhibit
10.31 to the Registrant's Annual Report on Form 10-K,
No. 0-27658, filed April 15, 1997).
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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.
PREFERRED NETWORKS, INC.
Date: April 22, 1997 By: /s/ Kim Smith Hughes
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Kim Smith Hughes
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Sequential Page No.
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2.1 Commitment Letter dated April 9, 1997 between the
Company, Centennial Fund IV, L.P., Saugatuck Capital
III, PNC Capital Corp., Fleet Equity Partners, and
Primus Venture Fund III (incorporated by reference to
Exhibit 10.31 to the Registrant's Annual Report on
Form 10-K, No. 0-27658, filed April 15, 1997).
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