SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13, 1999
SoftNet Systems, Inc.
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(Exact name of registrant as specified in charter)
New York 1-5270 11-1817252
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
650 Townsend Street, Suite 225, San Francisco, CA 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 365-2500
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS
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On April 13, 1999, the Registrant held its Annual Meeting of
Shareholders. Each proposal passed with the requisite number of shareholder
votes. In particular, the shareholders voted to:
1) Elect the following persons to the Registrant's board of directors:
Ronald I. Simon, Dr. Lawrence B. Brilliant, Ian A. Aaron, Edward A. Bennett,
Sean P. Doherty and Robert C. Harris, Jr.
2) Increase the authorized shares of common stock of the Registrant to
100,000,000 shares.
3) Approve the Registrant's 1998 Stock Incentive Plan and option grants
made thereunder. Since October 1998, the board of directors granted, pending
shareholder approval, options to purchase 1,618,550 shares at the fair market
price at the time of grant, which is an average exercise price of $11.10. In
connection with such grants, the Registrant will take an aggregate non-cash
compensation charge to earnings of approximately $79 million over the next four
years.
4) Authorize and approve the issuance of the common stock underlying
the Registrant's convertible preferred stock and related warrants to purchase
common stock, which in the aggregate will represent 20% or more of the
outstanding shares of common stock.
5) Approve the sale of the Registrant's remaining non-Internet related
subsidiary, Micrographic Technology Corporation.
6) Approve the Registrant's reincorporation in Delaware.
7) Appoint PricewaterhouseCoopers as independent auditors of the
Registrant for the fiscal year ending September 30, 1999.
In addition, on April 14, 1999, the Registrant's common stock began
trading over the NASDAQ Stock Market under the symbol SOFN.
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SIGNATURES
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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.
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(Registrant)
Date: April 13, 1999 By: /s/ Douglas S. Sinclair
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Douglas S. Sinclair
Chief Financial Officer
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Exhibits
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99.1 News release announcing approval of all proposals at annual meeting of
shareholders and trading over NASDAQ.
EXHIBIT 99.1
News Release
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Contacts:
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Jody P. Flynn
Director, Public Relations
SoftNet Systems, Inc.
415-365-2510
[email protected]
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Jeffery Goldberger
Investor Relations for SoftNet
Stern & Co.
212-888-0044
[email protected]
SoftNet Announces Results of Annual Shareholder Meeting;
Begins Trading on NASDAQ Stock Market
San Francisco, California, April 14, 1999--Leading high speed Internet access
provider, SoftNet Systems, Inc., today began trading on the NASDAQ Stock Market
under the symbol SOFN following yesterday's annual stockholder meeting during
which several proposals were approved, some of which were prerequisites to the
company's NASDAQ listing.
Proposals passed at the meeting included those relating to the election of the
board of directors, an increase in the number of authorized shares of the
company's capital stock from 25 million to 100 million, the adoption of the
company's 1998 Stock Incentive Plan, authorization to issue additional common
stock in excess of 20% of the outstanding common stock of the company in
connection with the company's convertible preferred stock and related warrants,
the sale of Micrographic Technology Corporation, the company's reincorporation
in the state of Delaware, and the appointment of PricewaterhouseCoopers LLP as
independent auditors for the current fiscal year. Details of each of the seven
proposals passed at the company's 1998 Annual Shareholder Meeting are set out in
the company's Proxy Statement dated March 12, 1999.
SoftNet's move to NASDAQ, which was predicated upon shareholder approval of
certain of the above mentioned proposals, is significant because it provides the
trading environment for fast growing Internet companies with whom the company
competes and compares. SoftNet's reincorporation in the state of Delaware will
allow the company to benefit from the Delaware General Corporation Law (the
"DGCL") which is widely considered to be a sophisticated statute, highly
conducive to business operations. Following adoption of the company's 1998 Stock
Incentive Plan, the company will recognize a non-cash compensatory charge over
the next four years totaling approximately $79 million. As detailed in the
company's Proxy Statement and other filings, and although all stock options
under the 1998 Plan were granted between October 1998 and March 1999 at what was
the fair market value at the time of grant, under APB 25 the company must
recognize as a charge the difference between the various grant prices and
$59.875, the closing price on the date of shareholder approval of the stock
option plan.
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About SoftNet Systems, Inc.
SoftNet Systems, Inc. (NASDAQ:SOFN) is a leading high speed broadband Internet
access and content services company focused on partnering with small to
mid-sized cable operators. Through its ISP Channel, the company provides a
complete turnkey Internet service to partnering cable affiliates.
Complementing the affordable high speed Internet access made available by the
company, is its LOCALE service, a series of local user-friendly community
e-commerce, information and entertainment portals built around local retailers
and community organizations in service areas of each participating partnering
cable affiliate. In addition, through SoftNet's Intellicom subsidiary, the
company markets a satellite-based VSAT commercial Internet link. SoftNet's
unique cost-saving technology infrastructure includes Intellicom VSAT satellite
links to the company's network operations center (NOC), which replace more
expensive terrestrial telecommunications data lines.
SoftNet's NOC is located in Silicon Valley, while its corporate headquarters is
located in San Francisco. For further information about SoftNet and its
services, please visit www.softnet.com and www.ispchannel.com.
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Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, the matters discussed in this news
release that may be considered forward-looking statements may be subject to
certain risks and uncertainties that could cause the actual results to differ
materially from those projected, including uncertainties and other risks
detailed from time to time in the Company's Securities and Exchange Commission
filings.
