- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
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): December 13, 1999
Commission file number 1-5270
SOFTNET SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-1817252
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
650 Townsend Street, Suite 225
San Francisco, California 94103
(Address of principal executive offices)
(415) 365-2500
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events
PCCW Private Placement
- ----------------------
On December 13, 1999, SoftNet Systems, Inc. (the "Company")
completed the issuance to Pacific Century Cyberworks Limited ("PCCW") of
5,000,000 shares of Common Stock (the "PCCW Shares") for $128.75 million
pursuant to a Stock Purchase Agreement dated October 12, 1999, between the
Company and PCCW (the "PCCW Stock Purchase Agreement"). The proceeds from this
investment will be used for working capital and general corporate purposes.
The offer and sale of the PCCW Shares was completed in a
private placement pursuant to an exemption from registration under the
Securities Act of 1933, as amended. In connection with the investment, the
Company and PCCW entered into a Registration Rights Agreement whereby the
Company is obligated in the future to file with the Securities and Exchange
Commission one or more registration statements covering the resale of the PCCW
Shares.
Under the terms of the PCCW Stock Purchase Agreement, PCCW has
the right to inspect certain Company records, to designate up to two people for
election to the Company's Board of Directors, and to participate in certain of
the Company's securities offerings.
The foregoing description is only a summary and is qualified
in its entirety by reference to the Stock Purchase Agreement and the
Registration Rights Agreement, which are incorporated herein by this reference
to the Current Report on Form 8-K filed by the Company on October 21, 1999.
Completion of Issuance of Shares to Mediacom, LLC
- -------------------------------------------------
On December 30, 1999, the Company completed the issuance to
Mediacom, LLC ("Mediacom") of 3,500,000 shares of Common Stock (the "Mediacom
Shares") to secure an Affiliate Agreement whereby Mediacom agrees to use the
Company's wholly-owned subsidiary, ISP Channel, Inc., as Mediacom's exclusive
provider of high speed Internet access over its cable infrastructure. The
issuance was made pursuant to a Stock Purchase Agreement dated November 4, 1999
between the Company and Mediacom (the "Mediacom Stock Purchase Agreement").
The material terms of the Mediacom Stock Purchase Agreement,
and related agreements, are set forth in the Company's Current Report on 8-K
filed by the Company on July 20, 1999, which is hereby incorporated by this
reference as if set forth fully herein.
The foregoing description is only a summary and is qualified
in its entirety by reference to the Mediacom Stock Purchase Agreement, that
<PAGE>
certain Stockholder Agreement and that certain Registration Rights Agreement,
each dated November 4, 1999 between the Company and Mediacom, which are
incorporated herein by this reference to the Company's Annual Report on Form
10-K filed by the Company on December 29, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The following documents are filed as exhibits
to this report:
1. Exhibit 10.1 - Stock Purchase Agreement by and between SoftNet
Systems, Inc. and Pacific Century Cyberworks Limited, dated
October 12, 1999 and the Registration Rights Agreement
attached as an exhibit thereto, which are incorporated herein
by this reference to the Current Report on Form 8-K filed by
the Company on October 21, 1999
2. Exhibit 10.2 - Stock Purchase Agreement by and between SoftNet
Systems, Inc. and Mediacom, LLC, dated November 4, 1999, which
is incorporated herein by this reference to the Annual Report
on Form 10-K filed by the Company on December 29, 1999
3. Exhibit 10.3 - Registration Rights Agreement by and between
SoftNet Systems, Inc. and Mediacom, LLC, dated November 4,
1999, which is incorporated herein by this reference to the
Annual Report on Form 10-K filed by the Company on December
29, 1999
4. Stockholder Agreement by and between SoftNet Systems, Inc. and
Mediacom, LLC, dated November 4, 1999, which is incorporated
herein by this reference to the Annual Report on Form 10-K
filed by the Company on December 29, 1999
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: December 30, 1999 By: /s/ Douglas S. Sinclair
-------------------------------
Douglas S. Sinclair
Chief Financial Officer
<PAGE>
Exhibit No. Description
----------- -----------
10.1 Stock Purchase Agreement by and between
SoftNet Systems, Inc. and Pacific Century
Cyberworks Limited, dated October 12, 1999
and the Registration Rights Agreement
attached as an exhibit thereto, which are
incorporated herein by this reference to
the Current Report on Form 8-K filed by the
Company on October 21, 1999
10.2 Stock Purchase Agreement by and between
SoftNet Systems, Inc. and Mediacom, LLC,
dated November 4, 1999, which is
incorporated herein by this reference to
the Annual Report on Form 10-K filed by the
Company on December 29, 1999
10.3 Registration Rights Agreement by and
between SoftNet Systems, Inc. and Mediacom,
LLC, dated November 4, 1999, which is
incorporated herein by this reference to
the Annual Report on Form 10-K filed by the
Company on December 29, 1999
10.4 Stockholder Agreement by and between
SoftNet Systems, Inc. and Mediacom, LLC,
dated November 4, 1999, which is
incorporated herein by this reference to
the Annual Report on Form 10-K filed by the
Company on December 29, 1999
