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 15, 2002
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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 5. Other Events and Regulation FD Disclosure.
On February 11, 2002, Sonic Foundry, Inc. ("Sonic") completed a $4.0 million
offering of convertible subordinated debt with several institutional investors,
including one institutional holder who invested in Sonic's offering disclosed on
Form 8-K on January 30, 2002. All of the financial terms are substantially
identical to those disclosed in the January 30, 2002 8-K and the agreements
attached thereto; namely, 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 653,000 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 February 11, 2002. For the full
details of the investment described herein, refer to the Transaction Documents
included with the January 30, 2002 Form 8-K.
EXHIBIT LIST
NUMBER DESCRIPTION
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99.1 Press Release dated February 15, 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.
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(Registrant)
February 15, 2002 By: /s/ Kenneth A. Minor
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Kenneth A. Minor
Chief Financial Officer