-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSBe9V/LQPEDKy8Ji9JQDR/va4UA84vuskWKsEwNmettEJiyp7dYh1A2t2wCpCes 0z2pgbws6FkZB5M7htdVDQ== 0000910680-02-000215.txt : 20020414 0000910680-02-000215.hdr.sgml : 20020414 ACCESSION NUMBER: 0000910680-02-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13117 FILM NUMBER: 02549737 BUSINESS ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k021402.txt FORM 8-K - DATED 2/14/02 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 14, 2002 ION NETWORKS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 000-13117 22-2413505 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1551 South Washington Avenue Piscataway, New Jersey 08854 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code): (732) 529-0100 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------- On February 14, 2002, Ion Networks, Inc. (the "Company"), issued a press release announcing the closing of a private placement of its common stock and common stock purchase warrants. A copy of the press release, which is incorporated by reference herein and made a part hereof, is filed with this Current Report on Form 8-K as Exhibit 99.1. Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company, dated February 14, 2002, announcing the closing of a private placement of its common stock and common stock purchase warrants. 2 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. Date: February 14, 2002 ION NETWORKS, INC. By: /s/ Cameron Saifi -------------------------- Cameron Saifi COO, EVP and Secretary 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of the Company, dated February 14, 2002 EX-99 3 ex99_1021402.txt EX-99 - PRESS RELEASE - DATED 2/14/02 EXHIBIT 99.1 [ION NETWORKS, INC. LETTERHEAD] - -------------------------------------------------------------------------------- Contacts Investors: Stephanie Prince/ Ian Hirsch Press: Emily Brunner Morgen-Walke Associates, Inc. 212-850-5600 investor-relations@ion-networks.com ION NETWORKS SECURES PRIVATE EQUITY FINANCING Funds targeted to Improving Balance Sheet and Sales Execution Strategy Piscataway, New Jersey -- February 14, 2002 - ION Networks(TM), Inc. (Nasdaq: IONN), a leading provider of security and management solutions that protect critical infrastructure from internal and external security threats while maintaining high availability, announced today that it has executed a private equity investment agreement with the New York based institutional investment firm, Special Situations Funds, for $3.48 million. Pursuant to the financing, the Company issued 4,000,000 shares of common stock to Special Situations Funds at a per share price of $0.87. In addition, the Company also issued to Special Situations Funds warrants for an additional 1,120,000 shares of common stock that would allow the Company to receive an additional $1.4 million if the warrants were exercised in full. The warrants will expire on February 14, 2007 and are exercisable at a per share price of $1.25, subject to customary anti-dilution adjustments. The Company also has the right to call the warrants in the event that the common stock trading price exceeds $1.50 per share for twenty consecutive trading sessions. "We welcome this new investment and endorsement from Special Situations Funds," said Kam Saifi, President & CEO of ION Networks. "This investment will enable us to improve our balance sheet and should enhance sales execution of the Company's newest product, ION Secure(TM) 5010, and in turn help position the Company to capitalize on the largely untapped and rapidly growing market for protecting IP enabled infrastructure elements from administrator level security threats." The shares and warrants have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States or any state thereof absent registration under the Securities Act and applicable state securities laws or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of any securities. About ION Networks ION Networks, Inc. is a leading provider of infrastructure security and management solutions. The ION Secure suite helps customers protect critical infrastructure and maximize operational efficiency while lowering operational costs. ION Networks customers include AT&T, Bank of America, British Telecom, Citigroup, Entergy, Intel, Oracle, Qwest, SBC, Sprint, WorldCom and the U.S. Government. Headquartered in Piscataway, New Jersey, the Company has installed tens of thousands of its products worldwide from its eight direct sales offices in the United States, Livingston, Scotland and Antwerp, Belgium, and its distribution channels on four continents. ION Networks and ION Secure are trademarks of ION Networks, Incorporated. All other trademarks and registered trademarks in this document are the properties of their respective owners. Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from the forward-looking statements include the following: fluctuations in customer demand, the Company's ability to manage its growth (including the ability to hire sufficient sales and technical personnel), the risks associated with the expansion of the Company's distribution channels, the risk of new product introductions and customer acceptance of new products; the rapid technological change which characterizes the Company's markets, the risks associated with competition, the risks associated with international sales as the Company expands its markets, and the ability of the Company to compete successfully in the future, as well as other risks identified in the Company's Securities and Exchange Commission Filings, including but not limited to those appearing within the Company's most recent Quarterly Reports on Form 10-QSB and on Form 10-KSB on file with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----