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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): February 8, 2000
Commission file number 1-5270
SOFTNET SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-1817252
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(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
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
2000 Annual Meeting
On February 8, 2000, the Registrant held its Annual Meeting of
Stockholders. Each proposal passed with the requisite number of stockholder
votes. In particular, the stockholders voted to:
1) Elect the following persons to the Registrant's board of directors:
Ian A. Aaron, Edward A. Bennett, Dr. Lawrence B. Brilliant, George C. Chan,
Rocco B. Commisso, Sean P. Doherty, Robert C. Harris, Jr. and Ronald I. Simon.
2) Approve the adoption of the Registrant's 2000 Employee Stock
Purchase Plan under which 1,325,000 shares of common stock have been reserved
for issuance.
3) Approve certain amendments to the Registrant's 1998 Stock Incentive
Plan, the effect of which is to increase the number of shares available for
grant under such plan. As a result of the approval of this proposal, (1) there
are an additional 2,799,931 shares of common stock held in reserve under the
1998 Stock Incentive Plan, and (2) each calendar year beginning 2001, the number
of shares reserved under the 1998 Stock Incentive Plan will increase by an
amount equal to seven percent of the number of shares of common stock
outstanding on December 31 of the preceding calendar year.
4) Appoint KPMG LLP as independent auditors of the Registrant for the
fiscal year ending September 30, 2000.
Establishment of SoftNet Zone, Inc. and Agreement to Purchase Laptop Lane
Limited
The press release attached hereto as Exhibit 99.1, which meets
the requirements of Form 8-K, is hereby incorporated by reference as if fully
set forth herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits. The following documents are filed as exhibits
to this report:
1. Exhibit 99.1 - Press Release dated February 9, 2000.
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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: March 17, 2000 By: /s/Lawrence B. Brilliant
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Lawrence B. Brilliant
Chief Executive Officer
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SoftNet Systems, Inc.
Exhibit Index
to Form 8-K
Exhibit No. Description
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99.1 Press Release dated February 9, 2000
EXHIBIT 99.1
News for Immediate Release
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Contact Information At End
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SoftNet Teams with CMGI, Compaq, Nokia, To Form SoftNet Zone,
A New Wireless Broadband Internet Service
CMGI, Compaq and SoftNet invest more than $100 million combined to bring
broadband mobile Internet services to global business travelers; Nokia and
Cisco to join in the venture combining cutting-edge wireless,
mobile and IT technologies
SoftNet acquires leading airport Internet service provider, Laptop Lane,
as core marketing channel for SoftNet Zone
San Francisco, California, February 9, 2000 -- Leading broadband services
provider, SoftNet Systems, Inc (Nasdaq: SOFN), today announced it has joined
forces with four global Internet companies to create SoftNet Zone, a major
initiative, with initial funding of $100 million, designed to bring premium,
easy-to-access mobile computing and Internet services, both wired and wireless,
to business travelers worldwide.
The partners, SoftNet, CMGI (Nasdaq: CMGI) and Compaq Computer Corp. (NYSE:
CPQ), will provide funding, expertise and technology to SoftNet Zone, which will
operate local area networks and computing business service centers throughout
public facilities frequented by business travelers such as major airports,
convention centers, and hotels, making Internet access instantly available to
every traveler's mobile computing devices. In addition, Nokia Corp. (NYSE: NOK)
and Cisco Systems Inc. (Nasdaq: CSCO) will provide technological and equipment
support and expertise to SoftNet Zone.
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Unlike current low speed wireless services that make accessing web sites with
media-rich content and the typical e-mail with attachments difficult, SoftNet
Zone's service is designed to allow mobile professionals to access bandwidth
hungry corporate applications like Microsoft Exchange and broadband services
with the convenience, speed and security of their corporate LAN. SoftNet Zone
will provide fast, easy, and secure - wired and wireless - access to the
Internet and corporate Intranets in places mission-critical to business
travelers. Further, SoftNet Zone will also aim to have a skilled in-person
"Cyber-concierge" at every airport, hotel and convention center location for
expert technical support to quickly solve modem installations and compatibility
issues.
CMGI chairman and chief executive officer, David Wetherell, said, "The Internet
has become an indispensable tool for doing business, and the need for ever
expanding access and bandwidth options is increasing dramatically. This alliance
is a tremendous opportunity to accelerate the availability of broadband wireless
access to today's business professional. By partnering with the leaders in
computer hardware, wireless services and networking, CMGI has the opportunity to
help shape this emerging market. We also have significant opportunity to extend
the reach and broadband-readiness of leading companies within the CMGI family,
including AltaVista, Engage, NaviNet and NaviSite, just to name a few."
"This move is an important part of Compaq's strategy to lead the industry in
Internet access, infrastructure, solutions and services. Coupling our leadership
with that of SoftNet, CMGI, Nokia and Cisco will certainly enhance Internet
access and other important communications for millions of traveling
professionals," said Jay Connor, vice president, Professional Services Division,
Compaq Computer Corporation. "Together we will enable the business traveler to
harness the power of a new generation of connectivity.
As a part of its strategy to serve business travelers, SoftNet, also today
announced it has agreed to acquire Laptop Lane, Ltd., for one million shares of
SoftNet stock, subject to certain adjustments, plus the assumption of
approximately $3.5 million in debt. Laptop Lane is the leading provider of
mobile computing and communications services in airports, with services already
in commercial operation in many of the top major US airports. SoftNet intends to
contribute the business of Laptop Lane to SoftNet Zone.
The first SoftNet Zone customers are expected to come from the participating
corporations in the deal, including Compaq and Nokia, whose corporate employees
will be among the first to utilize SoftNet
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Zone. Likewise, CMGI, which has investments in over 60 companies, will encourage
its portfolio company employees to use SoftNet Zone when traveling.
In addition to co-funding SoftNet Zone, Compaq is the preferred solutions
provider supplying hardware, systems integration services and outsourcing
services, and CMGI will provide its best-of-breed Internet content, web and
applications services hosting and online advertising management capabilities.
SoftNet, which is also contributing funds, will contribute its storefront
presence in airports via Laptop Lane, and its experience as an Internet service
provider.
The wireless LANs provisioned by SoftNet Zone will utilize Nokia's and Cisco's
IEEE 802.11 standards-based wireless LAN access points, client adapters and user
authentication technology. Both Nokia and Cisco will provide additional products
to enhance mobility, security and bandwidth management features for SoftNet Zone
customers.
Utilizing IEEE 802.11 standards-based wireless technology, SoftNet Zone will
operate public facility-wide wireless LANs to offer fully supported high speed
Internet services. All that is needed to have broadband access of 2 - 11 mpbs is
a wireless PC card modem and a subscription (hourly, monthly, annually) to
SoftNet Zone. The target market for these services is the estimated eight
million affluent mobile business professionals. SoftNet Zone is expected to
initially launch this year in at least six prime North American locations.
SoftNet Zone also expects that deployments in Asia, Europe and Latin America
will follow.
SoftNet Systems will hold majority ownership of SoftNet Zone. CMGI and Compaq
will each own a minority interest in SoftNet Zone.
SoftNet's chairman and chief executive officer, Dr. Lawrence Brilliant, said of
the venture, "SoftNet Zone is an important strategic business initiative for the
industry, but to the end-user this is all about gaining better mobile computing
services. The harried business traveler does not want to be bothered with issues
such as wired or wireless connections. When a business traveler's plane is
delayed at the airport or is at a hotel while traveling, he or she needs
instantaneous access to email and faxes, or to be able to print a color Power
Point presentation - privately and quickly. If they are in the "Zone", they will
have wireless or wired secure access to their company's intranet, e-mail and
stock quotes, as well as onsite printing services, personalized web site access
and much more. And, if
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anything goes wrong, the `Cyber-concierge' will help them out with the same
skill they are accustomed to receiving from concierges at top hotels
everywhere."
Brilliant added, "I am so pleased some of the world's leading Internet
technology companies share this vision and that SoftNet together with CMGI,
Compaq, Nokia and Cisco will address the demand for this new category of high
speed access to the Internet. Welcome to the Zone!"
Laptop Lane is currently operational in 12 US airports. These are Chicago
O'Hare, Cincinnati/Northern Kentucky, Denver, Detroit Wayne County Metropolitan,
Hartsfield Atlanta, LaGuardia, Philadelphia, Phoenix Sky Harbor, Raleigh Durham,
Seattle Tacoma, Tampa, and Dallas-Fort Worth. LTL also plans to launch business
service centers in an additional nine US airports, including San Francisco
International, before the end of this year.
Laptop Lane provides "Peace, Quiet, and a T1 Line" and a dedicated convenient
space for computing professionals to do remote business while at the airport.
Laptop Lane also provides a "cyber-concierge" for instant expert in-person
technical help; retails related computing products such as laptop extension
cords, modem cards, extra battery packs, and even provides the equipment to
print out the latest version of an electronic slide presentation.
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LTL president and chief executive officer, Bruce Merrell, said, "Laptop Lane has
established a first mover advantage deploying retail presence in airports and
convention centers for supporting mobile computing business services. When added
to SoftNet's key broadband services management team and the strength of the
SoftNet Zone partnerships, we anticipate a rapid customer adoption of Laptop
Lane services."
About the Companies
CMGI and CMGI @Ventures
With more than 60 companies, CMGI, Inc. (Nasdaq: CMGI) represents the largest,
most diverse network of Internet companies in the world. This network includes
both CMGI operating companies and a growing number of synergistic investments
through its venture capital affiliate, CMGI @Ventures. CMGI leverages the
technologies,
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content and market reach of its extended family of companies to foster rapid
growth and industry leadership across its network, and the larger Internet
Economy. Compaq, Intel, Microsoft, Pacific Century CyberWorks and Sumitomo hold
minority positions in CMGI.
CMGI and CMGI @Ventures corporate headquarters are located at 100 Brickstone
Square, Andover, MA 01810. Telephone: 978-684-3600. Fax: 978-684-3814. CMGI
@Ventures also has offices at 3000 Alpine Road, Menlo Park, CA 94028;
650-233-0333. Additional information, including a complete listing of companies
in the CMGI network, is available on the company's Web sites at
http://www.cmgi.com and http://www.ventures.com.
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Compaq Computer Corporation (NYSE: CPQ), a Fortune Global 100 company, is the
second largest computer company in the world and the largest global supplier of
computer systems. For more information on Compaq is available at www.compaq.com.
Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking for the
Internet. News and information is available at www.cisco.com.
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Nokia is the leading mobile phone supplier and a leading supplier of mobile,
fixed and IP networks, related services as well as multimedia terminals.
Headquartered in Finland, Nokia is listed on the New York (NOK), Helsinki,
Stockholm, London, Frankfurt and Paris stock exchanges and employs more than
55,000 people. For more information, please visit www.nokia.com.
SoftNet Systems, Inc. (Nasdaq: SOFN) is a leading broadband services company
that markets Internet-over-cable and Internet satellite backbone services
through its two subsidiaries ISP Channel and Intellicom, respectively. SoftNet
is also developing ventures to bring broadband Internet services to Asia, Europe
and Latin America, such as in its recently announced deal with Pacific Century
CyberWorks.
Further information about Laptop Lane is available at www.laptoplane.com.
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For further information, please see the company contacts listed at the end of
this release, or visit www.softnet.com or www.softnetzone.com.
This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and these
statements are subject to important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. The forward-looking statements in this release address a variety of
subjects including, for example, the expected benefits resulting from the
business of SoftNet Zone and the expansion plans of SoftNet Zone. The following
important factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: SoftNet Zone may be
subject to intense competition, SoftNet Zone may not execute successfully on its
business plans and the growth required SoftNet Zone may place too great a strain
on its management and operations.
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SoftNet Zone Corporate Contacts:
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Jody P. Flynn
SoftNet Systems, Inc.
Tel: 415-365-2510
Pager: 800-971-9729
E-mail: [email protected]
Jeffrey Goldberger or Richard Stern
Stern & Co., for SoftNet
Tel: 212-888-0044
E-mail: [email protected]
Deidre Moore
CMGI
Tel: 978-684-3655
E-mail: [email protected]
Neha Mirchandani
Cisco Systems, Inc.
Tel: 408-525-1323
Email: [email protected]
Karen Quatromoni
Compaq
Tel: 508-476-4120
E-mail: [email protected]
Laurie Armstrong
Nokia Internet Communications
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Tel: 650-303-2739
Email: [email protected]
Bruce Merrell
Laptop Lane
Tel: 425-653-2001
Email: [email protected]
