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: August 6, 1998
WINFIELD CAPITAL CORP.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 33-94322 13-2704241
-------------- ---------------- ------------------
(State of (Commission File IRS Employer
Incorporation) Number) Identification No.
237 Mamaroneck Avenue, White Plains, New York 10605
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (914) 949-2600
--------------
<PAGE>
ITEM 5. OTHER EVENTS.
On July 31, 1998, the common stock of Cyberian Outpost, Inc. of Kent,
Connecticut ("Cyberian"), one of the Registrant's portfolio companies, commenced
trading on the Nasdaq National Market under the symbol "COOL".
Cyberian is a leading global Internet retailer of computer hardware,
software and peripheral products to the consumer and small office/home office
marketplace.
The Registrant owns beneficially 1,330,460 shares of common stock of
Cyberian and in addition holds warrants to purchase an additional 134,736 shares
of common stock of Cyberian. The securities held by the Registrant are subject
to restrictions on transferability, including the underwriters' lock-up of 180
days from July 31, 1998. Consistent with the regulations of the SBA, the
Registrant intends to discount the carrying value of its investment in Cyberian
so long as such restrictions on transferability exist.
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.
WINFIELD CAPITAL CORP.
Dated: August 6, 1998 By: /s/ PAUL A. PERLIN
---------------------------
Paul A. Perlin
Chief Executive Officer
