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) January 31, 2002
_________________
SONIC FOUNDRY, INC.
_________________
(Exact name of registrant as specified in its charter)
MARYLAND 1-14007 39-1783372
------------------------------- ------------ -------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1617 Sherman Avenue, Madison, WI 53704
----------------------------------------
(Address of principal executive offices)
(608) 256-3133
-------------
(Issuer's telephone number)
Item 5. Other Events and Regulation FD Disclosure.
On January 25, 2002, Sonic Foundry, Inc. ("Sonic") closed on a $3.2 million
offering of convertible subordinated debt with certain investors, including one
institutional holder. The debt bears interest at an annual rate of 10% and is
convertible into shares of Sonic common stock at a fixed rate of $2.45, subject
to certain anti dilution adjustments. The investors also received warrants to
purchase 528,000 shares of Sonic common stock with a strike price of $2.94 per
share. Sonic has agreed to register for resale under the Securities Act of 1933,
as amended, the shares of its common stock that would be available upon
conversion of the debt and/or exercise of the warrants. Sonic plans to file the
registration statement within 30 days of January 25, 2002. The full details of
the investment described herein is set forth in a Purchase Agreement, Note,
Warrant and Registration Rights Agreement (the "Transaction Documents"), which
are incorporated herein by reference as Exhibits to this Form 8-K, and the
description herein does not purport to be complete and is qualified in its
entirety by the provisions of the Transaction Documents. On January 31, 2002,
Sonic accepted another $1.8 million from 2 institutional investors, including
the institutional investor who participated in the $3.2 million offering, on
terms substantially identical to the terms in the Transactions Documents.
EXHIBIT LIST
NUMBER DESCRIPTION
------ -----------------------------------------------------------------------
2.1 Purchase Agreement dated January 25, 2002 by and between Sonic Foundry,
Inc. and Omicron Partners, L.P.
2.2 Note - Exhibit A to Purchase Agreement.
2.3 Warrant - Exhibit B to Purchase Agreement.
2.4 Registration Rights Agreement - Exhibit C to Purchase Agreement.
99.1 Press Release dated January 28, 2002 regarding closing of private
placement funding.
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 thereunto duly authorized.
Sonic Foundry, Inc.
-------------------
(Registrant)
January 31, 2002 By: /s/ Kenneth A. Minor
----------------------
Kenneth A. Minor
Chief Financial Officer
2