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 28, 2000
TELEVIDEO, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11552 94-2383795
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2345 Harris Way, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
(408) 954-8333
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
INVESTMENT IN MULIX, INC.
On February 28, 2000, TeleVideo, Inc. (the "Company") purchased an
aggregate of 14,269,230 shares of unregistered Series A Convertible
Preferred Stock of Mulix, Inc., a Delaware corporation. The Company's
investment in Mulix represents a 35% interest in this privately-held
corporation. The cash investment will be accounted for on the equity method
of accounting. The purchase price and other terms of the investment were
arrived at by negotiation between the Company and Mulix, with the per share
price determined by the Mulix Board of Directors in good faith based on
financial and business information and other relevant factors currently known
to and considered by the Mulix board members. The purchase price was paid for
out of the Company's working capital.
Each share of Series A Preferred Stock is convertible into one share of
Mulix Common Stock, at the option of the Company. The Series A Preferred
Stock is automatically convertible into Common Stock under certain
circumstances, including a firm commitment underwritten public offering of
Mulix Common Stock with proceeds, net of underwriter's fees, of not less than
$15,000,000. Prior to conversion, the Series A Preferred Stock is entitled to
one vote per share. In connection with the investment, the Company entered
into a Voting Agreement with the founders of Mulix regarding board size and
membership. Dr. K. Philip Hwang, the Company's Chairman and Chief Executive
Officer, has accepted an appointment to the Mulix Board of Directors, in
accordance with the Voting Agreement. The three founders of Mulix constitute
the remainder of the board.
The Company has the right of first offer on future sales of Mulix equity
securities, subject to certain exceptions such as issuances of stock or
options under employee option plans.
Mulix, Inc. is an Internet e-commerce company that has developed
proprietary technology, which, when operational, will enable its community of
consumers to engage in transactions across product lines through the use of a
flexible item-matching algorithm that facilitates multi-link and multi-loop
exchanges of goods. The Mulix web site is not yet live on the Internet. but
Mulix has advised the Company that it is currently estimating its web site
will be in operation in the second quarter of 2000.
MYSIMON, INC. ACQUISITION BY CNET, INC.
In September 1998, the Company invested in the online comparison
shopping Internet company, mySimon, Inc., receiving convertible preferred
stock. This investment represented an ownership interest of between 3% and 4%
of mySimon, Inc.
On February 29, 2000, CNET Networks, Inc. (formerly, CNET, Inc.)
completed the acquisition of mySimon, Inc. As a result of this acquisition,
the Company is expecting to be issued a total of approximately 375,000 shares
of common stock of CNET in exchange for 100%
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of its interest in mySimon. The Company is currently restricted from selling
any of its interest in CNET until at least three days after the release of
earnings for CNET for the quarter ended March 31, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this Current Report on Form
8-K:
10.1 Series A Preferred Stock Purchase Agreement, dated as of February
4, 2000 by and among Mulix, Inc. and TeleVideo, Inc.
10.2 Voting Agreement, dated as of February 4, 2000, by and among
TeleVideo, Inc. and the founders of Mulix, Inc.
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.
Date: March 14, 2000
TELEVIDEO, INC.
By: /s/ James D. Wheat
--------------------------------
James D. Wheat
VICE PRESIDENT OF FINANCE AND
CHIEF FINANCIAL OFFICER
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
10.1 Series A Preferred Stock Purchase Agreement, dated as of February
4, 2000 by and among Mulix, Inc. and TeleVideo, Inc.
10.2 Voting Agreement, dated as of February 4, 2000, by and among
TeleVideo, Inc. and the founders of Mulix, Inc.