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): July 30, 2002
---------------
INDEPENDENCE HOLDING COMPANY
(Exact name of registrant as Specified in Charter)
Delaware 0-10306 58-1407235
(State or Other Jurisdiction of (Commission file number) (I.R.S. Employer
Incorporation) Identification No.)
96 Cummings Point Road
Stamford, Connecticut 06902
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (203) 358-8000
INDEPENDENCE HOLDING COMPANY
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
----
Item 5. Other Events.....................................................3
Item 7. Exhibits.........................................................3
Signature....................................................................4
2
Item 5. Other Events.
On July 30, 2002, Independence Holding Company (the "Company") announced
an agreement for SoftNet Systems, Inc. ("SoftNet") to purchase First Standard
Holdings Corp., a subsidiary of the Company, for $31.92 million cash. The Stock
Purchase Agreement is set forth in Exhibit 10.1 hereto and is incorporated in
this Report as if fully set forth herein. The Company also announced the
purchase of 19.9% of the outstanding stock of SoftNet from Pacific Century
CyberWorks Limited for $15 million. In connection with this purchase, the
Company and SoftNet entered into a Stock Agreement and a Registration Rights
Agreement. The Stock Purchase Agreement, Stock Agreement and Registration Rights
Agreement are set forth as Exhibits 10.2, 10.3 and 10.4 hereto, respectively,
and are incorporated in this Report as if fully set forth herein. A copy of the
Company's press release announcing the sale of its subsidiary and the purchase
of its interest in SoftNet is attached hereto as Exhibit 99.1 and is
incorporated in this Report as if fully set forth herein.
Item 7. Exhibits.
Exhibit No. Description
- ----------- -----------
10.1 Stock Purchase Agreement dated July 30, 2002 by and among
SoftNet Systems, Inc., a Delaware corporation, SSH Corp., a
Delaware corporation, and Independence Holding Company, a
Delaware corporation.
10.2 Stock Purchase Agreement dated July 30, 2002 among Cyber Net
Technologies Limited, a British Virgin Islands corporation and
a wholly-owned subsidiary of Pacific Century CyberWorks
Limited, a company incorporated in Hong Kong with limited
liability, and Madison Investors Corporation, a Delaware
corporation, and/or one of its Affiliates.
10.3 Stock Agreement dated July 30, 2002 between SoftNet Systems,
Inc., a Delaware corporation, Independence Holding Company, a
Delaware corporation, and Madison Investors Corporation, a
Delaware corporation.
10.4 Registration Rights Agreement which constitutes Exhibit B to
the Stock Agreement dated July 30, 2002 between SoftNet
System, Inc. a Delaware corporation, and Madison Investors
Corporation, a Delaware corporation.
99.1 Press Release, dated July 30, 2002, entitled "SoftNet Systems,
Inc. and Independence Holding Company Announce SoftNet
Agreement to Acquire a Subsidiary of Independence Holding."
3
SIGNATURE
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: July 31, 2002
INDEPENDENCE HOLDING COMPANY
By: /s/ David T. Kettig
------------------------------
David T. Kettig
Secretary
4