<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SOFTNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 11-1817252
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
--------------------------
650 TOWNSEND STREET, SUITE 225
SAN FRANCISCO, CA 94103
(415) 365-2500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------------
DR. LAWRENCE B. BRILLIANT
VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
SOFTNET SYSTEMS, INC.
650 TOWNSEND STREET, SUITE 225
SAN FRANCISCO, CA 94103
(415) 365-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
NORA L. GIBSON, ESQ. GREGORY K. MILLER, ESQ.
Brobeck, Phleger & Harrison LLP Latham & Watkins
One Market, Spear Street Tower 505 Montgomery Street, Suite 1900
San Francisco, CA 94105 San Francisco, CA 94111
(415) 442-0900 (415) 391-0600
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-74767
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value......... 575,000 $33.00 $18,975,000 $5,276
</TABLE>
(1) Includes 75,000 shares of common stock which the underwriters have an option
to purchase from SoftNet to cover over-allotments, if any.
------------------------------
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT NO. 333-74767
SoftNet Systems, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement in its entirety the Registration Statement No.
333-74767 filed with the Securities and Exchange Commission (the "Commission")
on March 19, 1999, as amended by Amendment No. 1 thereto filed with the
Commission March 30, 1999, as further amended by Amendment No. 2 thereto filed
with the Commission on April 22, 1999, including each of the documents filed by
the Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in San Francisco, California on April 23,
1999.
<TABLE>
<S> <C> <C>
SOFTNET SYSTEMS, INC.
By: /s/ DOUGLAS S. SINCLAIR
-----------------------------------------
Douglas S. Sinclair
CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ RONALD I. SIMON*
- ------------------------------ Chairman of the Board April 23, 1999
Ronald I. Simon
/s/ DR. LAWRENCE B.
BRILLIANT* Vice Chairman of the
- ------------------------------ Board, President and April 23, 1999
Dr. Lawrence B. Brilliant Chief Executive Officer
/s/ IAN B. AARON* Vice President, President
- ------------------------------ of ISP Channel, Inc. and April 23, 1999
Ian B. Aaron Director
/s/ DOUGLAS S. SINCLAIR
- ------------------------------ Chief Financial Officer April 23, 1999
Douglas S. Sinclair
/s/ MARK A. PHILLIPS*
- ------------------------------ Treasurer and Chief April 23, 1999
Mark A. Phillips Accounting Officer
/s/ EDWARD A. BENNETT*
- ------------------------------ Director April 23, 1999
Edward A. Bennett
/s/ SEAN P. DOHERTY*
- ------------------------------ Director April 23, 1999
Sean P. Doherty
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ROBERT C. HARRIS, JR.*
- ------------------------------ Director April 23, 1999
Robert C. Harris, Jr.
</TABLE>
<TABLE>
<S> <C>
By: /s/ DOUGLAS S. SINCLAIR
---------------------------------------
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
</TABLE>
<PAGE>
[BROBECK, PHLEGER & HARRISON LETTERHEAD]
EXHIBIT 5.1
APRIL 23, 1999
SOFTNET SYSTEMS, INC.
650 TOWNSEND STREET, SUITE 225
SAN FRANCISCO, CA 94103
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by SoftNet
Systems, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") on April 23, 1999, as thereafter amended or supplemented (the
"Registration Statement"), which Registration Statement incorporates by
reference Registration Statement No. 333-74767, in connection with the
registration under the Securities Act of 1933, as amended, of up to an
additional 575,000 shares of the Company's Common Stock (the "Shares"). The
Shares include an over-allotment option granted by the Company to the
Underwriters to purchase up to 75,000 additional shares of the Company's Common
Stock and are to be sold to the Underwriters as described in the Registration
Statement for resale to the public. As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares.
It is our opinion that, upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares, when issued and sold in the
manner described in the Registration Statement, will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
BROBECK, PHLEGER & HARRISON, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement of SoftNet Systems, Inc. on
Form S-3 (File No. 333- ) of our report dated December 1, 1998, except for
Note 18 which is dated January 13, 1999, which appears on the 1998 Annual Report
to Shareholders of SoftNet Systems, Inc., which is incorporated by reference in
SoftNet's Annual Report on Form 10-K for the year ended September 30, 1998. We
hereby further consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-3 of our report on
Intelligent Communications, Inc. Financial Statements dated February 9, 1999,
which is incorporated by reference in SoftNet's Report on Form 8-K/A as of March
12, 1999. We also consent to the reference to us under the heading "Experts" in
such prospectus and Form 8-K/A.
/s/ PRICEWATERHOUSECOOPERS LLP
April 23, 1999
San Jose, California
