SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 19, 2000
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MICROSTRATEGY INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24435 51-0323571
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8000 Towers Crescent Drive, Vienna, Virginia 22182
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 848-8600
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(Former Name or Former Address, if Changed since Last Report)
Item 5. Other Events.
On June 19, 2000, MicroStrategy Incorporated (the "Company") issued 12,500
shares of its Series A Convertible Preferred Stock in a private placement to
institutional investors. The Company estimates the net proceeds of the offering,
after expenses, to be approximately $120.5 million. The Series A Convertible
Preferred Stock is subject to the terms and conditions of the Certificate of
Designations, Preferences and Rights attached hereto as Exhibit 3.1. Pursuant
to a Registration Rights Agreement attached as Exhibit 10.1, the Company has
agreed to prepare and file with the Securities and Exchange Commission a
registration statement covering the resale of the shares of Common Stock
issuable pursuant to the terms of the Series A Convertible Preferred Stock. The
terms of the private placement are more fully set forth in the Securities
Purchase Agreement attached hereto as Exhibit 10.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
EXHIBIT DESCRIPTION
3.1 Certificate of Designations, Preferences and Rights
10.1 Registration Rights Agreement
10.2 Securities Purchase Agreement
99.1 Press Release
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.
MicroStrategy Incorporated
(Registrant)
By: /s/ Mark S. Lynch
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Name: Mark S. Lynch
Title: Vice President and
Chief Financial Officer
Date: June 19, 2000