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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 28, 2000
VIEWCAST.COM,INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29020 75-2528700
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2665 VILLA CREEK DRIVE, SUITE 200 DALLAS, TEXAS 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972)488-7200
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Item 5. Other Events.
On April 28, 2000, ViewCast.com, Inc. (the "Company") sold $4,450,000
aggregate principal amount of 7% Senior Convertible Debentures Due 2004 (the
"Debentures") pursuant to a placing agreement dated March 28, 2000, and amended
on April 28, 2000, by and among the Company and RP&C International Inc. and
RP&C International Limited (the "Lead Managers") at an initial offering price of
100% of the principal amount thereof, less 8% gross commission. In addition,
the Company issued the Lead Managers a warrant (the "Warrant") on April 28,
2000, in the name of RP&C International (Guernsey) Limited, pursuant to
Regulation S, to purchase an aggregate of 89,000 shares of Common Stock, at an
exercise price of $5.00, subject to adjustment in the event of adjustment of
the Conversion Price of the Debentures. The Warrant has a term of five (5)
years and may be exercised as to all or any lesser number of shares of Common
Stock covered thereby, commencing twelve (12) months after the date of issuance.
Unless previously redeemed, the Debentures are convertible into shares of
Common Stock of the Company at the option of the holder at any time at a
conversion price of $5.00 per share of Common Stock, subject to adjustment in
certain circumstances (the "Conversion Price"). Upon voluntary conversion of
any Debenture by its holder, no payment will be made for interest accrued
during the period (i) from the most recent interest payment date preceding the
applicable conversion date, or (ii) from the date of issuance of the Debentures
if the Debenture is converted before the first interest payment (absent default
by the Company, in which event interest shall continue to accrue at a specified
default rate). Debentures which are converted prior to the first interest
payment date of November 1, 2000 will be converted at a ten percent (10%)
discount from the then effective Conversion Price, and Debentures which are
converted prior to the second interest payment date of May 1, 2001 will be
converted at a five percent (5%) discount from the then effective Conversion
Price.
The Debentures were sold outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act of 1933, as amended (the
"Act"). Each purchaser certified that it was not a U.S. person (as defined in
Regulation S under the Act) and that it was not acquiring the Debentures for
the account or benefit of any U.S. person. Further each purchaser agreed that
prior to the end of the one-year Distribution Compliance Period (as defined in
Regulation S under the Act), the Debentures may be resold, pledged or
transferred only (i) to the Company, (ii) pursuant to offers and sales outside
the United States in a transaction meeting the requirements of Rules 901
through 905 of Regulation S under the Act, or (iii) pursuant to an effective
registration statement under the Act, each in accordance with any applicable
securities laws of the United States.
The Company can cause the Debentures to be converted into shares of Common
Stock at the Conversion Price at any time and from time to time after October
28, 2001, if the closing sale price of the Common Stock on each day during any
twenty (20) consecutive trading day period commencing on or after October 1,
2001, has equaled or exceeded 160% of the Conversion Price. The Company can
cause the Debentures to be converted into shares of Common Stock at the
Conversion Price at any time and from time to time after April 28, 2002, if the
closing sale
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price of the Common Stock on each day during any twenty (20) consecutive
trading day period commencing on or after April 1, 2002, has equaled or
exceeded 140% of the Conversion Price.
The Company has agreed to file a registration statement with the
Securities and Exchange Commission (the "SEC") covering the resale of the
Common Stock issuable upon the conversion of the Debentures and the exercise of
the Warrant and to use all commercially reasonable efforts to cause such
registration statement to become effective with the SEC. If the registration
statement is not declared effective within four months of April 28, 2000, the
Conversion Price of the Debentures is subject to specified discounts; but in no
event will these discounts and the early conversion discounts described
previously cause the Conversion Price to be less than $4.20.
The Company may redeem all outstanding Debentures at their principal
amount, together with accrued interest, in the event that prior to the
redemption notice, 85% or more in principal amount of the Debentures have been
converted or purchased by the Company.
On May 2, 2000, the Company issued a press release (the "Press Release")
regarding the sale of the Debentures. The Press Release is filed as an exhibit
to this Report.
Disclosure Regarding Forward-Looking Statements.
This Form 8-K contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements containing the words "will," "expects" and similar
words, which involve risks and uncertainties. The Company's actual results may
differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, product demand and market acceptance risks, the impact of
competitive products and pricing, product development, commercialization and
technological difficulties, capacity and supply constraints or difficulties,
general business and economic conditions, the effect of the Company's
accounting policies and other risks detailed in the Company's Annual Report on
Form 10-KSB, Quarterly Report on Form 10-QSB and other filings with the SEC.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated May 2, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
VIEWCAST.COM,INC.
By: /s/ LAURIE L. LATHAM
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Laurie L. Latham
Chief Financial Officer
Dated: May 5, 2000
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EXHIBIT NUMBER
99.1 Press Release dated May 2, 2000.
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Exhibit 99.1
[ViewCast Logo] NEWS RELEASE
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FOR IMMEDIATE RELEASE ViewCast.com Contact: Investor Contact:
Laurie Latham Cathy Grittner
Chief Financial Officer Shelton Communications Group
Tel: 972-488-7200 Tel: 972-239-5119
Fax: 972-239-2292
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VIEWCAST.COM COMPLETES $4.45 MILLION DEBT FINANCING
DALLAS (May 2, 2000) -- ViewCast.com, Inc. (NASDAQ: VCST), a leading provider
of Internet and networked video solutions, today announced the completion of a
$4,450,000 offering in Senior Convertible Debentures (Eurobonds). The general
obligation debentures bear interest at 7% annually until maturity in 2004,
unless earlier redeemed by the company. The debentures will be convertible into
shares of ViewCast.com common stock at an initial price of $5.00 per share,
subject to subsequent adjustment under certain circumstances.
The debentures have not been registered under the Securities Act of 1933, as
amended (the "Act"), and cannot be offered or sold in the U.S. without
registration under the Act or an exemption therefrom. The debentures are being
offered only to investors who are non-U.S. persons, in reliance upon an
exemption from the registration requirements of the Act pursuant to Regulation
S. Application has been made to list the debentures on the Luxembourg Stock
Exchange.
"We were pleased with the interest generated in the offering," said Laurie
Latham, Chief Financial Officer of ViewCast.com "This financing will allow
the company to continue to pursue its current business strategy, accelerate
sales and marketing initiatives and further develop worldwide brand
recognition."
The managing underwriter for the offering is RP&C International. This
communication shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
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 as a leading global 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) Encoding and Streaming
Video Solutions and Viewpoint VBX System(TM) products deliver a wide array of
video solutions for both analog and digital video communication systems.
ViewCast.com's "Your Video on the Web(TM)" was the initial consumer product and
hosting service to bring streaming media capabilities to home users and allow
small businesses to easily add video to their web sites. ViewCast.com has the
ability to deliver innovative networked video solutions while delivering
systems to
-more-
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transition legacy video communication equipment. ViewCast.com products are
available either directly from the company, or from leading OEMs, system
integrators, leading resellers and application developers worldwide.
Visit the company's Web site (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.
All trademarks are property of their respective holders.
