<PAGE> 1
UNITED STATES
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): SEPTEMBER 9, 1999
VIEWCAST.COM, INC.
------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-29020 75-2528700
-------- --------- ----------
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TEXAS 75234
- ------------------------------------------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 488-7200
<PAGE> 2
ITEM 5. OTHER EVENTS
On September 21, 1999, the Board of Directors of ViewCast.com, Inc.
appointed George C. Platt as its new President and Chief Executive Officer
replacing the Office of the Chief Executive formed in July 1999 and comprised of
H.T. Ardinger, Jr.-Chairman of the Board, Joseph Autem-Director, and Glenn A.
Norem-Director. This event is more fully described in the Press release filed
herewith as Exhibit 99.1.
Mr. Platt was also appointed as a member of the Company's Board of
Directors to fill one of the two Board seats vacated by William D. Jobe and
William E. Johnson who resigned effective September 9, 1999 and September 17,
1999, respectively. Pursuant to the Company's Bylaws, the Board of Directors
presently has the authority to appoint up to three additional directors (after
the appointment of Mr. Platt) to serve until the next annual meeting of its
shareholders to fill vacancies and newly created directorships.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
99.1 Press Release dated September 21, 1999
Page 2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ViewCast.com, Inc.
September 24, 1999 By: /s/ Frederick B. Cowen
------------------------------
Frederick B. Cowen
Chief Accounting Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
99.1 Press Release dated September 21, 1999
</TABLE>
<PAGE> 1
EXHIBIT 99.1
[LOGO]
NEWS RELEASE
Investor Contact: Press Contact:
Cathy Grittner Mary Maguire Campbell
Vickie Gorton Spot Communications
Shelton Communications Group Tel: 508-230-1806
Tel: 972-239-5119 Fax: 508-230-1808
Fax: 972-239-2292 [email protected]
VIEWCAST.COM APPOINTS GEORGE C. PLATT PRESIDENT AND CEO
DALLAS, TEXAS, SEPTEMBER 21, 1999 - ViewCast.com, Inc. (Nasdaq:VCST), a leading
provider of Internet and networked video solutions, today announced that its
Board of Directors has appointed George C. Platt, age 59, President and CEO. In
addition, Mr. Platt has been elected to the company's board of directors,
replacing William Jobe.
"We are very pleased to make this announcement. Our search was directed
specifically at candidates with proven track records of profitability by
increasing revenues," said ViewCast.com Chairman H. T. Ardinger. "George was
chosen from an impressive field of candidates. His qualifications were clearly
superior and his understanding of the communications industry will lead the
company through the next and greatest phase of its growth. We are particularly
impressed with his marketing background and understanding of distribution
channels."
For the past eight years, Mr. Platt was president and CEO of Intecom, a
Dallas-based worldwide provider of multimedia telecommunications products and
services. Intecom is a wholly owned subsidiary of Aerospatiale Matra, a $13
billion company located in Paris, France. Under Mr. Platt's direction, the
company has shown consistent performance improvement of the base business
delivering profitability and positive cash flow in 1999. Further, the company
developed Selsius Systems, Inc. (a Voice-over Internet Protocol - VoIP -
company), as a subsidiary of Intecom. In November of 1998, Selsius Systems was
acquired by Cisco Systems, Inc. for $145 million. Intecom is a privately-held
company and does not publicly disclose specific financial information.
Page 1
<PAGE> 2
Mr. Platt holds a MBA from the University of Chicago and a Bachelor of Science
from Northwestern University. His career highlights include 15 years at Xerox,
rising to the position of General Manager, Field Operations. He further expanded
his technology strength as Group Vice President at Rolm Corporation, a position
he maintained through their acquisition by IBM. He then balanced his background
with an executive position at a startup entrepreneurial company - SRX. He joined
Intecom as CEO shortly after their French acquisition in 1991. Mr. Platt also
serves on the board of directors of Dallas-based InterVoice, Inc.
"The entire board has never felt more confident of ViewCast.com's future,"
Ardinger continued. "During our discussions, George's desire to aggressively
move the company forward has energized us all. His demonstrated leadership
abilities are key to refining and implementing our strategy. This will ensure
that ViewCast.com delivers results and improves shareholder value."
"We are entering a new era in communications where networks are fundamentally
transforming business," Mr. Platt commented. "It is clear that ViewCast.com has
the range of technology and breadth of video communication products to
capitalize on this revolutionary marketplace. I am excited to apply my
understanding of the communications industry and help guide ViewCast.com
forward. With these trends in the marketplace, ViewCast.com is well positioned
to experience explosive growth, and this is the reason why I am interested in
this very attractive opportunity."
"Business communication needs are rapidly moving towards ViewCast.com's
strengths, particularly as video, voice and data traffic converges. The Internet
represents the next major broadcast vehicle for rich media, and our Osprey(R)
products and ViewCast(R) Streaming Video Systems have established ViewCast.com
as the leading supplier of "web equipment" and solutions for the streaming media
market. Our Viewpoint VBX(TM) can serve as the cornerstone for enterprise video
communications, and is applicable in several vertical marketplaces including
education, medical, government and eCommerce markets. This is a high priority
focus area for us."
Page 2
<PAGE> 3
"This company has experienced its share of growing pains. I am confident the
strategy we have established can provide outstanding solutions for our
customers, substantially improved value for our shareholders, and growth
opportunities for our employees. Our goals are to aggressively drive towards
profitability with substantial revenue growth and increased market dominance."
"I also intend to continue developing the company's industry partnerships with
top-tier technology companies," Mr. Platt continued. "These relationships are
essential and highly complementary to our products and direction."
Mr. Platt ended with, "I will establish clear lines of accountability and
performance standards within our organization. I am impressed with our entire
staff. This team's dedication and enthusiasm will help all of us achieve our
goals."
ABOUT VIEWCAST.COM
ViewCast.com enables video communication over the Internet and corporate
networks through its components, systems, and turnkey solution products. The
company is known around the world as the leading provider of enterprise-wide,
digital video communications solutions for both real-time and on-demand
applications. Osprey(R) video capture cards and codecs, ViewCast(R) Streaming
Video Solutions and Viewpoint VBX(TM) System products deliver a wide array of
video solutions for both analog and digital video communication systems.
ViewCast.com is unique in its ability to deliver cutting edge networked video
solutions while delivering systems to transition legacy video communication
equipment. ViewCast.com's products are available from leading OEMs, system
integrators, leading resellers and application developers worldwide.
Visit our website at http://www.viewcast.com for more information.
This press release may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect the Company's current
judgment on certain issues. Because such statements apply to future events, they
are subject to risks and uncertainties that could cause the actual results to
differ materially. Important factors which could cause actual results to differ
materially are described in the Company's reports on Form 10-KSB and 10-QSB on
file with the Securities and Exchange Commission.
Page 3
