UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SoftNet Systems, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
833964109
(CUSIP Number)
John P. Tamisiea
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60601
(312) 984-6957
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 15, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 833964109
___________________________________________________________________________
1 NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
A.J.R. Oosthuizen
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS
00 See Item 3 below
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 334,932 shares of Common Stock
BENEFICIALLY _______________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING _______________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 334,932 shares of Common Stock
_______________________________________________________
10 SHARED DISPOSITIVE POWER
N/A
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,932 shares of Common Stock
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
___________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration
Under the Agreement and Plan of Reorganization, dated March 24, 1995 (the
"Merger Agreement"), by and among the Issuer, a wholly-owned subsidiary of
the Issuer ("Subsidiary") and Micrographic Technology Corporation ("MTC"),
Mr. Oosthuizen acquired the 334,932 shares of Common Stock in exchange for
all of his shares of MTC in connection with the merger of MTC with and into
Subsidiary, which merger was effective September 15, 1995 (the "Merger").
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
By the terms of Exhibit D to the Merger Agreement described in Item 3
above, Mr. Oosthuizen cannot dispose of the common shares of the Issuer he
received in the Merger prior to the second anniversary of the closing date
of the Merger.
Item 7. Material to be Filed as Exhibits
99.1 The Merger Agreement described in Item 3 is contained in the
Issuer's Registration Statement on Form S-4, as amended,
Registration No. 33-95542, incorporated herein by reference.
99.2* Exhibit D to the Merger Agreement as described in Item 6.
____________________
* Filed herewith.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true complete
and correct.
Dated: December 8, 1995
/s/ Adrian J.R. Oosthuizen
A.J.R. Oosthuizen
EXHIBIT D
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the 24th
day of March, 1995, by and between R.C.W. Mauran ("Mr. Mauran"), A.J.R.
Oosthuizen ("Mr. Oosthuizen"), and SoftNet Systems, Inc. ("SoftNet"), a New York
corporation.
RECITALS:
A. Mr. Mauran and Mr. Oosthuizen collectively own or control __% of the
outstanding common stock of Micrographic Technology Corporation, a California
corporation ("MTC")
B. SoftNet and MTC have entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") of even date herewith.
C. It is a condition of SoftNet's execution of the Merger Agreement that
Mr. Mauran and Mr. Oosthuizen enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions. All terms not defined herein shall have the meaning
ascribed to such terms in the Merger Agreement.
2. Vote Regarding the Merger. Mr. Mauran and Mr. Oosthuizen shall vote
all of the shares of MTC over which they possess voting control in favor of the
transactions contemplated by the Merger Agreement.
3. Vote Regarding the Note and Debenture Amendments. Mr. Mauran shall
vote in favor of the amendments to MTC's $1.8 million of outstanding 6%
convertible debentures and $1.26 million of outstanding 11% notes contemplated
in Section 9.13 and Exhibit 9.13 of the Merger Agreement.
4. Indemnification of SoftNet. (a) Mr. Mauran and Mr. Oosthuizen agree,
to indemnify and hold harmless SoftNet from and against any and all loss,
damage, expense (including court costs, amounts paid in settlement, judgments,
reasonable attorneys' fees or other expenses for investigating and defending),
suit, action, claim, liability or obligation related to, caused by or arising
from any misrepresentation, breach of warranty or failure to fulfill any
covenant or agreement by MTC, Mr. Mauran or Mr. Oosthuizen in the Merger
Agreement, together with interest at a floating interest rate equal all times to
the rate of interest publicly announced from time to time by the First National
Bank of Chicago as its corporate base rate from the date upon which loss,
damage, expense, or liability was incurred to the date of payment (collectively
"Indemnifiable Damages"). All claims for indemnification hereunder shall be
asserted no later than two (2) years after the Closing Date. Notwithstanding
anything herein to the contrary, SoftNet shall not be entitled to recover
Indemnifiable Damages from Mr. Mauran or Mr. Oosthuizen in excess of 50% of (i)
the value of the SoftNet common stock (valued at the closing trading price of
SoftNet's common stock on the American Stock Exchange ("AMEX") on the day
immediately preceding the Closing Date, as published in The Wall Street Journal,
Midwest Edition) received by Mr. Mauran and Mr. Oosthuizen; (ii) Mr. Mauran's
and Mr. Oosthuizen's interest in the Purchase Price Note (and any accrued
interest thereon); and (iii) the cash delivered by softNet to Mr. Mauran and Mr.
Oosthuizen on the Closing Date. Mr. Mauran and Mr. Oosthuizen represent and
warrant that they directly own, in the aggregate, not less than 88% of the total
issued and outstanding common stock of MTC and will retain such ownership
through the Closing Date.
(b) If any claim hereunder arises out of a claim against SoftNet by a
third party (a "Third-Party Claim"), Mr. Mauran and Mr. Oosthuizen (the
"Indemnifying Parties") shall have the right, at their own expense, to
participate in or assume control of the defense of the Third-Party Claim, with
counsel reasonably satisfactory to SoftNet, and to settle and compromise any
such Third-Party Claim, provided, however, that such settlement or compromise
shall be effected only with the consent of SoftNet, which consent shall not be
unreasonably withheld. SoftNet shall have the right to employ counsel to
represent it if, in SoftNet's reasonable judgment, it is advisable for SoftNet
to be represented by separate counsel, and in that event the fees and expenses
of such separate counsel shall be paid by SoftNet (notwithstanding the
definition of Indemnifiable Damages). SoftNet shall have the right to control
the defense of any Third-Party Claim if it notifies the Indemnifying Parties
that it is assuming the defense of such claim and that the Indemnifying Parties
are relieved of their obligations to SoftNet with respect to such third-Party
Claim, whereupon the Indemnifying Parties shall be relieved of their obligations
under this paragraph 4 with respect to such Third-Party Claim and any amounts
ultimately determined to be due will not constitute Indemnifiable Damages.
Except as provided in the preceding sentence, if the Indemnifying Parties do not
elect to assume control or otherwise participate in the defense of any Third-
Party Claim they shall be bound by the results obtained by SoftNet with respect
to such Third-Party Claim. Each of the parties hereto agrees to render to each
other such assistance as may reasonably be requested in order to insure the
proper and adequate defense of any Third-Party Claim, provided SoftNet shall be
reimbursed for any actual out-of-pocket expenses incurred by it in connection
therewith at the request of the Indemnifying Parties. It is expressly agreed
and understood that any defense by the Indemnifying Parties of any Third-Party
Claims affecting or involving the business of MTC shall not be conducted in a
manner which (i) materially adversely affects or impairs in any way the value of
the business of MTC to SoftNet, (ii) materially affects adversely or materially
impairs its business, or (iii) adversely affects or impairs the continued
validity or good standing of the licenses.
5. Right of Setoff Against the SoftNet Shares and Purchase Price Note.
Mr. Mauran and Mr. Oosthuizen hereby grant to SoftNet the right to setoff the
amount of Indemnifiable Damages against (a) the SoftNet common stock delivered
to them pursuant to the Merger Agreement; and (b) their interests in the
Purchase Price Note. SoftNet shall exercise its right of setoff proportionately
against Mr. mauran and Mr. Oosthuizen and such setoff shall be in accordance
with Section 7 hereof.
6. Held Back Shares. As security for the agreement by the Indemnifying
Parties to indemnify and hold SoftNet harmless as described herein, at the
Closing SoftNet shall set aside and hold back fifty percent (50%) of the SoftNet
Shares to be issued to Mr. Mauran and Mr. Oosthuizen pursuant to the Merger
Agreement (the "Held Back Shares") until the second anniversary of the Closing
Date. SoftNet may, at its option, set off against the Held Back Shares
Indemnifiable Damages or other amounts for which the Indemnifying Parties may be
liable to SoftNet pursuant to this Agreement. The following provisions shall
govern any such set off:
(i) SoftNet shall give written notice to the Indemnifying Parties of
any matter as to which SoftNet is entitled to be indemnified, which notice
shall set forth in detail all facts, documents, and other information
relating to such matter as well as the amount of Indemnifiable Damages
which SoftNet claims to have sustained by reason thereof. A setoff may be
effected at any time after the later to occur of the expiration of twenty
(20) business days from the date of such notice (the "Notice of Contest
Period") or, if such claim is contested, the date the dispute is resolved.
(ii) For purposes of this paragraph 6, the Held Back Shares shall be
valued at the closing sale price per share of SoftNet Common Stock quoted
on the AMEX on the Closing Date.
(iii) If, prior to the expiration of a Notice of Contest Period,
the Indemnifying Parties notify SoftNet in writing of an intention to
dispute the claim and if such dispute is not resolved within thirty (30)
days after the expiration of such period (the "Resolution Period"), then
such dispute shall be resolved by a committee of three (3) arbitrators (one
appointed by the Indemnifying Parties, one appointed by SoftNet and one
appointed by the other two so appointed), all of whom shall be appointed
within sixty (60) days after the expiration of th Resolution Period. The
arbitrators shall abide by the rules of the American Arbitration
Association, and their decision shall be made within forty-five (45) days
following their appointment and shall be final and binding on all parties.
(iv) Except with respect to Held Back Shares transferred pursuant to
the foregoing right of setoff (and until the same are transferred), all
Held Back Shares shall be deemed to be owned by the Indemnifying Parties.
The Indemnifying Parties shall be entitled to vote and to receive all
dividends declared on Held Back Shares.
(v) The Indemnifying Parties agree that they shall be solely
responsible for the payment of all federal, state and local income taxes on
all income earned on the Held Back Shares. The Indemnifying Parties agree
to pay all such taxes and to indemnify and hold SoftNet harmless from and
against all such taxes, including any interest and penalties.
(vi) SoftNet agrees to deliver to the Indemnifying Parties, no later
than the second anniversary of the Closing Date, the Held Back Shares then
held by it unless there then remains unresolved any claim for Indemnifiable
Damages as to which notice has been given as provided in this Paragraph 6,
in which event any Held Back Shares remaining on deposit after such claims
shall have been satisfied shall be returned to the Indemnifying Parties
promptly after the time of satisfaction.
(vii) The remedies provided for in this paragraph 6 shall be in
addition to and not in lieu of any other remedies available to SoftNet
and/or Subsidiary under this Agreement.
7. Priority of Setoff. SoftNet agrees that Indemnifiable Damages shall
be setoff first against the Held Back Shares until all the Held Back Shares have
been setoff, and then against Mr. Mauran's and Mr. Oosthuizen's interest in the
Purchase Price Note. Notwithstanding anything herein to the contrary,
Indemnifiable Damages shall be setoff against Mr. Mauran's and Mr. Oosthuizen's
interest in the Purchase Price Note in lieu of a setoff against the Held Back
Shares as may be required so that the value of SoftNet common stock delivered to
the MTC shareholders pursuant to the Merger Agreement shall not constitute less
than 50% of the Aggregate Merger Consideration delivered to the MTC
shareholders.
8. Restriction on Transfer. Mr. Mauran and Mr. Oosthuizen shall not
dispose of their shares of SoftNet Common stock received pursuant to the Merger
Agreement prior to the second anniversary of the Closing Date.
9. Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
agreement.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to contracts made
and to be performed therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SOFTNET SYSTEMS, INC.
By /s/ John Jellinek
Its President
/s/ Adrian J.R. Oosthuizen
R.C.W. Mauran
/s/ Adrian J.R. Oosthuizen
A.J.R. Oosthuizen
