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 15, 1995
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SoftNet Systems, Inc.
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(Exact name of registrant as specified in its charter)
New York 1-5270 11-1817252
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
717 Forest Avenue, Lake Forest, Illinois 60045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 266-8150
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On September 15, 1995, SoftNet Systems, Inc. ("SoftNet" or the
"Company") consummated the merger (the "KCI Merger") of its wholly-owned
subsidiary with and into Kansas Communications, Inc. ("KCI").
KCI is an information technology company which provides
communications solutions through the design, implementation, maintenance
and integration of voice, data and video communications equipment and
services. The equipment, which is manufactured by others, includes
telephone systems and call processing systems (including call center, voice
messaging, interactive voice response and computer telephone integration).
Services include maintenance contracts for its existing customers,
installation of local and long distance network services, cabling and data
communications.
Upon the effectiveness of the KCI Merger, SoftNet issued an
aggregate of 1,300,000 shares of Common Stock to KCI shareholders. The
Merger with KCI has been accounted for as a pooling of interests.
Also on September 15, 1995, the Company consummated the merger
(the "MTC Merger") of Micrographic Technology Corporation ("MTC") with and
into a wholly-owned subsidiary of the Company.
MTC is a designer, developer, manufacturer and integrator of
comprehensive, non-paper based systems and components that enable MTC to
deliver to its customers cost-effective solutions for the storage, indexing
and/or distribution of high-volume output data streams. These systems,
which include both hardware and software products, are based on an open
systems architecture providing flexibility to connect to a wide variety of
information systems. The hardware manufactured by MTC includes a family of
computer output microfilm printers. MTC's software is principally related
to the capture of data and information from a variety of sources, its
intelligent indexing and the ultimate output of that information to a
variety of storage medias including optical disk, magnetic disk and tape,
CD-ROM, microfilm and microfiche.
MTC shareholders are entitled to receive $1,050,000 in cash,
777,788 shares of Common Stock, and $2,800,000 in principal amount of 9%
SoftNet Convertible Subordinated Debentures. The source of the cash
consideration will consist of borrowings against the Company's revolving
line of credit with West Suburban Bank. The acquisition of MTC will be
accounted for as a purchase effective September 15, 1995.
The Company plans to continue the businesses of KCI and MTC.
Prior to the acquisitions there were no material relationships
between KCI or MTC and the Company or any of the Company's affiliates,
directors or officers or any associate of any such director or officer.
For a more complete description of the KCI Merger and the MTC
Merger, see the Company's Registration Statement on Form S-4 dated August 9
1995, as amended (Reg. No. 33-95542) ("Form S-4") which information is
hereby incorporated by reference.
Item 7. Financial statements and exhibits.
(a) Financial statements of businesses acquired.
At the time of filing this Report, it is impractical for the Company
to provide the required financial statements of the acquired businesses
described in Item 2 of this Report. The Company will file the required
financial statements when they are available. The required financial
statements will be filed on or prior to November 14, 1995.
(b) Pro forma financial information
At the time of filing this Report, it is impractical for the Company
to provide the required pro forma financial information. The Company will
file the original pro forma financial information when it is available.
The required pro forma financial information will be filed on or prior to
November 14, 1995.
(c) Exhibits
Exhibit No. Description of Document
2.1 . . . . . . Agreement and Plan of Reorganization,
dated March 24, 1995 among SoftNet
Systems, Inc., KCI Acquisition Corp.,
Kansas Communications, Inc., Sizemore
Enterprises and Gerald Tousey and Cleo
Tousey filed as Exhibit 2.1 to Form S-4
and incorporated herein by reference.
2.2 . . . . . . Agreement and Plan of Reorganization
dated March 24, 1995 among SoftNet
Systems, Inc., MTC Acquisition Corp. and
Micrographic Technology Corporation, as
amended by Amendment No. 1 dated as of
August 8, 1995, filed as Exhibit 2.2 to
Form S-4 and incorporated herein by
reference.
4.1 . . . . . . Form of Indenture between SoftNet
Systems, Inc. and U.S. Trust Company of
California, N.A., as Trustee, including
Form of Note, relating to the 9% SoftNet
Convertible Subordinated Debentures,
filed as Exhibit 4.2 to Form S-4 and
incorporated herein by reference.
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.
SoftNet Systems, Inc.
Date: September 29, 1995 By: /s/ Martin A. Koehler
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Martin A. Koehler
Vice President-Finance and Chief
Financial Officer
