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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
June 5, 2000
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Date of Report (Date of
earliest event reported)
DATA CRITICAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-27855 91-1901482
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
19820 North Creek Parkway, Suite 100
Bothell, Washington 98011
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(Address of Principal Executive Offices)
(425) 482-7000
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 5, 2000, Data Critical Corporation completed the sale of 1,230,770
shares of its Common Stock (the "Shares") to Aether Systems, Inc., a Delaware
corporation, pursuant to a Common Stock Purchase Agreement dated June 2, 2000 by
and between Data Critical and Aether. In addition, Data Critical granted Aether
a nine-month option (the "Option") pursuant to an Option Agreement to purchase
shares of its Common Stock worth $10 million at a purchase price of $15.00 per
share (if the Option is exercised within 135 days of June 5, 2000) or $20.00 per
share (if the Option is exercised more than 135 days after June 5, 2000). Data
Critical raised $10 million in the sale of the Shares, and intends to use the
proceeds of the sale for general corporate purposes, including, without
limitation, for product development, marketing and distribution enhancement.
In connection with the consummation of the Common Stock Purchase Agreement
and the grant of the Option, Data Critical granted Aether, pursuant to a
Registration Rights Agreement dated as of June 5, 2000, certain demand and
piggyback registration rights in respect of the Shares and the shares of Common
Stock to be issued upon exercise of the Option.
The sale of the Shares and the grant of the Option were not registered
under the Securities Act of 1933, as amended, and were made in reliance on
exemptions thereunder from the registration requirements.
On June 2, 2000, Data Critical issued a press release announcing that
Aether and Data Critical had signed an agreement to enter into a development and
marketing alliance and for the purchase of the Shares and the issuance of the
Option. The press release is filed as an exhibit to this Current Report on Form
8-K.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Common Stock Purchase Agreement, the Option
Agreement, and the Registration Rights Agreement, copies of which are attached
hereto as Exhibits 4.1, 10.1 and 10.2, respectively, and are incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.1 Registration Rights Agreement, dated as of June 5, 2000, by and
between Data Critical Corporation and Aether Systems, Inc.
10.1 Common Stock Purchase Agreement, dated as of June 2, 2000, by and
between Data Critical Corporation and Aether Systems, Inc.
10.2 Option Agreement, dated as of June 5, 2000, by and between Data
Critical Corporation and Aether Systems, Inc.
99.1 Press Release dated June 2, 2000.
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SIGNATURE
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 CRITICAL CORPORATION
Dated: June 20, 2000 By /s/ Michael E. Singer
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Michael E. Singer
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<C> <S>
4.1 Registration Rights Agreement, dated as of June 5, 2000,
by and between Data Critical Corporation and Aether
Systems, Inc.
10.1 Common Stock Purchase Agreement, dated as of June 2,
2000, by and between Data Critical Corporation and
Aether Systems, Inc.
10.2 Option Agreement, dated as of June 5, 2000, by and
between Data Critical Corporation and Aether Systems,
Inc.
99.1 Press Release dated June 2, 2000.
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