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) October 30, 2001
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SONIC FOUNDRY, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 1-14007 39-1783372
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1617 Sherman Avenue, Madison, WI 53704
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(Address of principal executive offices)
(608) 256-3133
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(Issuer's telephone number)
Item 2. Acquisition or Disposition of Assets
As of the date of this filing, the registrant Sonic Foundry, Inc. ("Sonic") has
not determined if the acquisition described herein (the "Acquisition") involves
a "significant" amount of assets and thus whether such Acquisition should be
disclosed under Item 2 or Item 5 of Form 8-K. Such determination shall be made
before Sonic would be required to file a Form 8-K/A as discussed in Item 7
herein, and the final treatment of the Acquisition will be reflected on such
Form 8-K/A.
On October 15, 2001, Sonic Foundry Systems Group, Inc. (formally known as
MediaSite Acquisition, Inc.) ("SFSG"), a Maryland corporation and a wholly owned
subsidiary of Sonic purchased substantially all of the assets and assumed
certain liabilities of MediaSite, Inc.
("MediaSite") pursuant to an Asset Purchase Agreement and Plan of Asset Transfer
and Reorganization (the "Purchase Agreement") dated September 6, 2001 by and
among Sonic, SFSG and MediaSite.
Pursuant to the Purchase Agreement, the following consideration was paid: (a)
3,780,000 shares of Sonic's common stock; and (b) assumption of certain
scheduled liabilities of MediaSite. Of the shares issued, 3,420,000 shares were
issued at closing, and an additional 360,000 shares were issued shortly after
closing, in exchange for MediaSite securing total reductions of approximately
$430,000 on approximately $800,000 in accounts payables. The total approximate
amount of trade accounts payable that SFSG is assuming under the Purchase
Agreement is approximately $1,550,000, as well as approximately $696,000 of
amounts owed certain of the former shareholders of MediaSite. Sonic intends to
continue to operate MediaSite's business within SFSG, as a separate subsidiary
from Sonic and does not intend to integrate its assets into the assets of Sonic.
Sonic has agreed to register for resale under the Securities Act of 1933, as
amended, the shares of its common stock issued in the Acquisition. The
registration will apply to the resale of the shares by the shareholders of
MediaSite, though certain key shareholders agreed to additional resale
restrictions pursuant to a Stock Restriction and Registration Agreement. Sonic
plans to file the registration statement within 60 days after the Closing Date.
The Acquisition has been accounted for as a purchase. Results of operations for
MediaSite will be included in Sonic's consolidated operating results beginning
October 1, 2001.
SFSG offers automated rich media publishing, management, and access solutions.
The MediaSite technology acquired by SFSG comes from a Carnegie Mellon
University research effort funded by leading government agencies and private
corporations. SFSG provides proven technology for the indexing, searching and
retrieving of digital media.
The description of the Purchase Agreement herein, which is incorporated herein
by reference as an Exhibit to this Form 8-K, does not purport to be complete and
is qualified in its entirety by the provisions of the Purchase Agreement.
Item 7. Financial Statements
(a). Financial Statements Of Business Acquired.
If Sonic determines the Acquisition constitutes the purchase of a significant
amount of assets, the financial information required to be filed pursuant to
Item 7(a) of Form 8-K will be filed on a Form 8-K/A as soon as practicable, but
in no event later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
(b). Pro Forma Financial Information.
If Sonic determines the Acquisition constitutes the purchase of a significant
amount of assets, the pro forma financial information required to be filed
pursuant to Item 7(b) of Form 8-K will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
EXHIBIT LIST
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement and Plan of Asset Transfer and
Reorganization dated September 6, 2001 by and among Sonic Foundry,
Inc., Sonic Foundry Systems Group, Inc. (formally known as MediaSite
Acquisition, Inc.), and MediaSite, Inc.
99.1 Press Release dated October 17, 2001 regarding closing of MediaSite,
Inc. acquisition.
99.2 Press Release dated September 7, 2001 regarding signing of letter of
intent to acquire MediaSite, Inc.
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.
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(Registrant)
October 30, 2001 By: /s/ Kenneth A. Minor
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Kenneth A. Minor
Chief Financial Officer