SOFTNET SYSTEMS INC
8-K, 1998-04-24
TELEPHONE INTERCONNECT SYSTEMS
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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 24, 1998




                              SOFTNET SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)




                                    NEW YORK
                 (State or other jurisdiction of incorporation)





        1-5270                                    11-1817252
(Commission File Number)        (I.R.S. Employer Identification Number)



 520 Logue Ave., Mountain View, CA                         94043
(Address of principal executive offices)                (Zip Code)



                                 (650) 965-3700
              (Registrant's telephone number, including area code)

<PAGE>

ITEM 5.   OTHER EVENTS

On April 6, 1998, A.J.R. Oosthuizen resigned as President, C.E.O. and a Director
of the  Registrant  and the  Registrant  issued the press  release  attached  as
Exhibit 99.1.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

               Exhibit No.         Description of Document
               -----------         ---------------------------------------------

               99.1                Press release dated April 6, 1998 issued by 
                                   the Registrant.



                                   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.



                                        /s/ Lawrence B. Brilliant
                                        -----------------------------
                                        Lawrence B. Brilliant
                                        C.E.O.

                                  

Dated:  April 24, 1998


SoftNet Announces Organizational Changes, Strategic Refocusing

MOUNTAIN VIEW, Calif., April 6, 1998 -- SoftNet Systems, Inc. (Amex: SOF), today
announced  that A.J.R.  Oosthuizen,  President and C.E.O.,  would be leaving the
Company for personal  reasons.  "We will miss  Johann's  drive and  leadership,"
commented  Ronald I. Simon,  Chairman.  "However,  we are very  pleased that Mr.
Oosthuizen  will  continue to be available to assist  management on a consulting
basis."

     Mr. Simon  continued,  "At the same time,  we are pleased to announce a new
management team and a new strategic refocusing of the business.  Dr. Lawrence B.
Brilliant,  who  joined our Board in  January,  has agreed to serve as CEO on an
interim  basis," said Mr. Simon.  Dr.  Brilliant  was  co-founder of The Well, a
network  service  company which Wired Magazine has called "the most  influential
online  community  in the World." Most  recently,  he was  President  and CEO of
Brilliant  Cards, a telephone debit and calling card company,  and Vice Chairman
of MVX Communications, a switched telephone reseller.

     The Company  also  announced  that Mr.  Garrett  Girvan has joined as Chief
Operating  Officer and CFO. For  thirteen  years prior to joining  SoftNet,  Mr.
Girvan worked for Viacom Cable as Chief Operating  Officer and prior to that was
Chief Financial Officer.  Mr. Girvan was involved in the development of Viacom's
new  broadband  services  and  brings  widespread  industry  expertise  for  the
broadband service offered to ISP Channel Affiliates.

     Ian Aaron,  President of MediaCity World, Inc., was named to the additional
post of Vice President of Business  Development and Chief Technology  Officer of
the  Company.  "We have been  making  significant  strides in  building  our ISP
Channel  Affiliate base and management  team over the past three months," stated
Mr. Aaron. "We have built an excellent  reputation with our no cost turn-key ISP
Channel offering that allows us to focus on the unique opportunity to bring high
speed  Internet  Access to the 35  million  homes  served by  Independent  Cable
Operators. Media City has affiliate agreements with more than 20 Cable Operators
to offer ISP Channel high speed Internet service to their subscribers.

     As part of the Company's strategic  refocusing,  the Company also announced
today that it has received offers to purchase its Telecommunications subsidiary,
and will be reviewing its options.

SoftNet operates three divisions.  The Document  Management  Division  develops,
sells and supports  document  factory  automation and warehousing  systems.  The
Company's  Telecommunications  Division markets and installs  telecommunications
and datacommunications  solutions.  The Internet Division provides comprehensive
business-to-business   Internet  Services  including  Internet  Access  and  Web
Development  along  with "The ISP  Channel(SM)"  branded  program  for cable and
wireless cable operators. News and information are available at www.softnet.com.




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