SOFTNET SYSTEMS INC
8-K, 1999-03-05
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) February 22, 1999


                              SoftNet Systems, Inc.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)




         New York                    1-5270                  11-1817252
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission              (IRS Employer
    of incorporation)             File Number)           Identification No.)



   650 Townsend Street, Suite 225 San Francisco, CA            94103
- --------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)




        Registrant's telephone number, including area code (415) 365-2500




                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>


Item 5.           OTHER EVENTS

         Between  February 22 and February 26, 1999, the holders of the Series B
Convertible   Preferred  Stock  converted  all  of  their  shares  of  Series  B
Convertible  Preferred  Stock into 782,352 shares of Common Stock.  As a result,
there are no shares of Series B Convertible Preferred Stock outstanding.



<PAGE>





                                   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. 
                                                   --------------------- 
                                                        (Registrant)

Date:  March 5, 1999                      By:    /s/ Douglas S. Sinclair  
                                              ----------------------------------
                                                     Douglas S. Sinclair
                                                     Chief Financial Officer


<PAGE>



Exhibits

99.1           News Release announcing conversion of Series B Convertible
               Preferred Stock.





                                  Exhibit 99.1
                                  ------------

News Release                                     Contacts:
- ------------                                     ---------

                                                 Jeffrey Goldberger
                                                 Investor Relations for SoftNet
                                                 Stern & Co.
                                                 212-888-0044
                                                 [email protected]

                                                 Douglas Sinclair
                                                 Chief Financial Officer
                                                 SoftNet Systems
                                                 415 365 2504
                                                 [email protected]



   SoftNet Systems, Inc. Reports Conversion of Series B Convertible Preferred
                                     Stock


San Francisco,  Calif., March 5, 1999--SoftNet  Systems, Inc. (AMEX: SOF), today
filed an 8-K with the Securities and Exchange Commission  reporting that between
February  22  and  February  26,  1999,  the  entirety  of  SoftNet's  Series  B
Convertible Preferred Stock was converted into an aggregate of 782,352 shares of
common stock. The Series B Convertible Preferred Stock was issued in conjunction
with a $10 million private placement completed on May 29, 1998.

The Series A Convertible  Preferred  Stock had  previously  been  converted into
712,964 shares of common stock during April and November of 1998.

About SoftNet Systems, Inc.
SoftNet  Systems,  Inc. 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 cable  affiliate  partners.  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  cable  partner.  Through its Intellicom
subsidiary,  the company markets a  satellite-based  VSAT high-speed  commercial
Internet link called T1 Plus.

Intellicom  also provides  SoftNet with unique  cost-saving  technology  through
these VSAT links to SoftNet'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.
                                                               


                                       ###


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.



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