-----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, HhXfNgBB+xPbXBQhQCt8DEbJ+OuSHwV/6laCleJBXnCD/cZ0J+fKSCneFjZfAXWY guCstrdq2cJHEBHPhLdcAw== 0000914760-95-000141.txt : 19951211 0000914760-95-000141.hdr.sgml : 19951211 ACCESSION NUMBER: 0000914760-95-000141 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951208 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTNET SYSTEMS INC CENTRAL INDEX KEY: 0000097196 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 111817252 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31658 FILM NUMBER: 95600313 BUSINESS ADDRESS: STREET 1: 717 FOREST AVENUE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 7084332780 MAIL ADDRESS: STREET 1: 717 FOREST AVE CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: VADER GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MAGICSILK INC DATE OF NAME CHANGE: 19880308 FORMER COMPANY: FORMER CONFORMED NAME: TENSOR CORP DATE OF NAME CHANGE: 19860819 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EUROCREDIT INVESTMENTS LTD CENTRAL INDEX KEY: 0001004680 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 47 EATON PL STREET 2: FLAT A CITY: LONDON 5WI ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 001441712354901 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____) SoftNet Systems, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 833964109 (CUSIP Number) John P. Tamisiea McDermott, Will & Emery 227 West Monroe Street Chicago, Illinois 60601 (312) 984-6957 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D CUSIP No. 833964109 ___________________________________________________________________________ 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Eurocredit Investments, Ltd. and Richard C.W. Mauran ___________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / ___________________________________________________________________________ 3 SEC USE ONLY ___________________________________________________________________________ 4 SOURCE OF FUNDS 00 See Item 3 below ___________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / ___________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Eurocredit Investments, Ltd. is a Maltese corporation and Mr. Mauran is a Canadian citizen ___________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SHARES 670,125 shares of Common Stock BENEFICIALLY _______________________________________________________ OWNED BY 8 SHARED VOTING POWER EACH N/A REPORTING _______________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 670,125 shares of Common Stock _______________________________________________________ 10 SHARED DISPOSITIVE POWER N/A ___________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,125 shares of Common Stock ___________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / ___________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 11.6% ___________________________________________________________________________ 14 TYPE OF REPORTING PERSON IV, IN ___________________________________________________________________________ Item 1. Security and Issuer This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of SoftNet Systems, Inc., a New York corporation ("SoftNet" or the "Issuer"), formerly known as The Vader Group, Inc. and, prior thereto, as Magicsilk, Inc. and, prior thereto, as Tensor Corporation, with its principal place of business at 717 Forest Avenue, Lake Forest, Illinois 60045. Item 2. Identity and Background (a) Eurocredit Investments, Ltd. is a Maltese corporation. Mr. Mauran is a Canadian citizen and the sole shareholder of Eurocredit Investments, Ltd. (b) Richard C.W. Mauran's and Eurocredit Investments, Ltd.'s business address is 47 Eaton Pl, Flat A, London SWI, England. (c) Eurocredit Investments, Ltd. and Mr. Mauran are chiefly engaged in the business of investment. (d) During the last five years, neither Eurocredit Investments, Ltd. nor any person affiliated with it, including Mr. Mauran, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Eurocredit Investments, Ltd. nor Mr. Mauran has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Mauran is a citizen of Canada Item 3. Source and Amount of Funds or Other Consideration Under the Agreement and Plan of Reorganization, dated March 24, 1995 (the "Merger Agreement"), by and among the Issuer, a wholly-owned subsidiary of the Issuer ("Subsidiary") and Micrographic Technology Corporation ("MTC"), Eurocredit Investments, Ltd., through its President, Richard C.W. Mauran, acquired 670,125 shares of Common Stock of the Issuer in exchange for all of its shares of MTC in connection with the merger of MTC with and into Subsidiary, which merger was effective September 15, 1995 (the "Merger"). Item 4. Purpose of Transaction. MTC was approached by the Issuer to enter into the transaction described in Item 3 above. (a) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has formulated any plans which relate to or would result in the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer. (b) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals for a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries. (d) In connection with the transaction described in Item 3, as long as certain "MTC Obligations" are outstanding, the Issuer shall cause a designee of Mr. Mauran to be nominated annually on its slate of directors. (e) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in any material change in the present capitalization or dividend policy of the Issuer. (f) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in any other material change in the Issuer's business or corporate structure. (g) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in changes in the Issuer's Charter, By-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person. (h) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in causing SoftNet's Common Stock to be delisted from the American Stock Exchange. (i) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. (j) Neither Eurocredit Investments, Ltd. nor Mr. Mauran has any plans or proposals which relate to or would result in any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Eurocredit Investments, Ltd. and Mr. Mauran are the beneficial owners of 670,125 shares of Common Stock, representing approximately 11.6% of all of the issued and outstanding Common Stock of SoftNet. (b) See Sections 7,8,9 and 10 of the cover page of this Schedule 13D. (c) Except as reported in Item 3 above, no transactions in the Issuer's securities have been effected by Eurocredit Investments, Ltd. or Mr. Mauran. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer By the terms of Exhibit D to the Merger Agreement described in Item 3 above, Neither Eurocredit Investments, Ltd. nor Mr. Mauran can dispose of the common shares of the Issuer received in the Merger prior to the second anniversary of the closing date of the Merger. Item 7. Material to be Filed as Exhibits 99.1 The Merger Agreement described in Item 3 is contained in the Issuer's Registration Statement on Form S-4, as amended, Registration No. 33-95542, incorporated herein by reference. 99.2 The right of Mr. Mauran to designate a nominee for the annual slate of Issuer's directors as described in Item 4(2) is contained in the Issuer's Registration Statement on Form S-4, as amended, Registration No. 33-95542, incorporated herein by reference. 99.3* Exhibit D to the Merger Agreement as described in Item 6. ____________________ * Filed herewith. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true complete and correct. Dated: December 7, 1995 Dated: December 7, 1995 /s/ Richard C.W. Mauran /s/ Richard C.W. Mauran Eurocredit Investments, Ltd. Richard C.W. Mauran President By: Richard C.W. Mauran Its: President EX-99 2 EXHIBIT D AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of the 24th day of March, 1995, by and between R.C.W. Mauran ("Mr. Mauran"), A.J.R. Oosthuizen ("Mr. Oosthuizen"), and SoftNet Systems, Inc. ("SoftNet"), a New York corporation. RECITALS: A. Mr. Mauran and Mr. Oosthuizen collectively own or control __% of the outstanding common stock of Micrographic Technology Corporation, a California corporation ("MTC") B. SoftNet and MTC have entered into an Agreement and Plan of Reorganization (the "Merger Agreement") of even date herewith. C. It is a condition of SoftNet's execution of the Merger Agreement that Mr. Mauran and Mr. Oosthuizen enter into this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All terms not defined herein shall have the meaning ascribed to such terms in the Merger Agreement. 2. Vote Regarding the Merger. Mr. Mauran and Mr. Oosthuizen shall vote all of the shares of MTC over which they possess voting control in favor of the transactions contemplated by the Merger Agreement. 3. Vote Regarding the Note and Debenture Amendments. Mr. Mauran shall vote in favor of the amendments to MTC's $1.8 million of outstanding 6% convertible debentures and $1.26 million of outstanding 11% notes contemplated in Section 9.13 and Exhibit 9.13 of the Merger Agreement. 4. Indemnification of SoftNet. (a) Mr. Mauran and Mr. Oosthuizen agree, to indemnify and hold harmless SoftNet from and against any and all loss, damage, expense (including court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending), suit, action, claim, liability or obligation related to, caused by or arising from any misrepresentation, breach of warranty or failure to fulfill any covenant or agreement by MTC, Mr. Mauran or Mr. Oosthuizen in the Merger Agreement, together with interest at a floating interest rate equal all times to the rate of interest publicly announced from time to time by the First National Bank of Chicago as its corporate base rate from the date upon which loss, damage, expense, or liability was incurred to the date of payment (collectively "Indemnifiable Damages"). All claims for indemnification hereunder shall be asserted no later than two (2) years after the Closing Date. Notwithstanding anything herein to the contrary, SoftNet shall not be entitled to recover Indemnifiable Damages from Mr. Mauran or Mr. Oosthuizen in excess of 50% of (i) the value of the SoftNet common stock (valued at the closing trading price of SoftNet's common stock on the American Stock Exchange ("AMEX") on the day immediately preceding the Closing Date, as published in The Wall Street Journal, Midwest Edition) received by Mr. Mauran and Mr. Oosthuizen; (ii) Mr. Mauran's and Mr. Oosthuizen's interest in the Purchase Price Note (and any accrued interest thereon); and (iii) the cash delivered by softNet to Mr. Mauran and Mr. Oosthuizen on the Closing Date. Mr. Mauran and Mr. Oosthuizen represent and warrant that they directly own, in the aggregate, not less than 88% of the total issued and outstanding common stock of MTC and will retain such ownership through the Closing Date. (b) If any claim hereunder arises out of a claim against SoftNet by a third party (a "Third-Party Claim"), Mr. Mauran and Mr. Oosthuizen (the "Indemnifying Parties") shall have the right, at their own expense, to participate in or assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to SoftNet, and to settle and compromise any such Third-Party Claim, provided, however, that such settlement or compromise shall be effected only with the consent of SoftNet, which consent shall not be unreasonably withheld. SoftNet shall have the right to employ counsel to represent it if, in SoftNet's reasonable judgment, it is advisable for SoftNet to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by SoftNet (notwithstanding the definition of Indemnifiable Damages). SoftNet shall have the right to control the defense of any Third-Party Claim if it notifies the Indemnifying Parties that it is assuming the defense of such claim and that the Indemnifying Parties are relieved of their obligations to SoftNet with respect to such third-Party Claim, whereupon the Indemnifying Parties shall be relieved of their obligations under this paragraph 4 with respect to such Third-Party Claim and any amounts ultimately determined to be due will not constitute Indemnifiable Damages. Except as provided in the preceding sentence, if the Indemnifying Parties do not elect to assume control or otherwise participate in the defense of any Third- Party Claim they shall be bound by the results obtained by SoftNet with respect to such Third-Party Claim. Each of the parties hereto agrees to render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any Third-Party Claim, provided SoftNet shall be reimbursed for any actual out-of-pocket expenses incurred by it in connection therewith at the request of the Indemnifying Parties. It is expressly agreed and understood that any defense by the Indemnifying Parties of any Third-Party Claims affecting or involving the business of MTC shall not be conducted in a manner which (i) materially adversely affects or impairs in any way the value of the business of MTC to SoftNet, (ii) materially affects adversely or materially impairs its business, or (iii) adversely affects or impairs the continued validity or good standing of the licenses. 5. Right of Setoff Against the SoftNet Shares and Purchase Price Note. Mr. Mauran and Mr. Oosthuizen hereby grant to SoftNet the right to setoff the amount of Indemnifiable Damages against (a) the SoftNet common stock delivered to them pursuant to the Merger Agreement; and (b) their interests in the Purchase Price Note. SoftNet shall exercise its right of setoff proportionately against Mr. mauran and Mr. Oosthuizen and such setoff shall be in accordance with Section 7 hereof. 6. Held Back Shares. As security for the agreement by the Indemnifying Parties to indemnify and hold SoftNet harmless as described herein, at the Closing SoftNet shall set aside and hold back fifty percent (50%) of the SoftNet Shares to be issued to Mr. Mauran and Mr. Oosthuizen pursuant to the Merger Agreement (the "Held Back Shares") until the second anniversary of the Closing Date. SoftNet may, at its option, set off against the Held Back Shares Indemnifiable Damages or other amounts for which the Indemnifying Parties may be liable to SoftNet pursuant to this Agreement. The following provisions shall govern any such set off: (i) SoftNet shall give written notice to the Indemnifying Parties of any matter as to which SoftNet is entitled to be indemnified, which notice shall set forth in detail all facts, documents, and other information relating to such matter as well as the amount of Indemnifiable Damages which SoftNet claims to have sustained by reason thereof. A setoff may be effected at any time after the later to occur of the expiration of twenty (20) business days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the date the dispute is resolved. (ii) For purposes of this paragraph 6, the Held Back Shares shall be valued at the closing sale price per share of SoftNet Common Stock quoted on the AMEX on the Closing Date. (iii) If, prior to the expiration of a Notice of Contest Period, the Indemnifying Parties notify SoftNet in writing of an intention to dispute the claim and if such dispute is not resolved within thirty (30) days after the expiration of such period (the "Resolution Period"), then such dispute shall be resolved by a committee of three (3) arbitrators (one appointed by the Indemnifying Parties, one appointed by SoftNet and one appointed by the other two so appointed), all of whom shall be appointed within sixty (60) days after the expiration of th Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association, and their decision shall be made within forty-five (45) days following their appointment and shall be final and binding on all parties. (iv) Except with respect to Held Back Shares transferred pursuant to the foregoing right of setoff (and until the same are transferred), all Held Back Shares shall be deemed to be owned by the Indemnifying Parties. The Indemnifying Parties shall be entitled to vote and to receive all dividends declared on Held Back Shares. (v) The Indemnifying Parties agree that they shall be solely responsible for the payment of all federal, state and local income taxes on all income earned on the Held Back Shares. The Indemnifying Parties agree to pay all such taxes and to indemnify and hold SoftNet harmless from and against all such taxes, including any interest and penalties. (vi) SoftNet agrees to deliver to the Indemnifying Parties, no later than the second anniversary of the Closing Date, the Held Back Shares then held by it unless there then remains unresolved any claim for Indemnifiable Damages as to which notice has been given as provided in this Paragraph 6, in which event any Held Back Shares remaining on deposit after such claims shall have been satisfied shall be returned to the Indemnifying Parties promptly after the time of satisfaction. (vii) The remedies provided for in this paragraph 6 shall be in addition to and not in lieu of any other remedies available to SoftNet and/or Subsidiary under this Agreement. 7. Priority of Setoff. SoftNet agrees that Indemnifiable Damages shall be setoff first against the Held Back Shares until all the Held Back Shares have been setoff, and then against Mr. Mauran's and Mr. Oosthuizen's interest in the Purchase Price Note. Notwithstanding anything herein to the contrary, Indemnifiable Damages shall be setoff against Mr. Mauran's and Mr. Oosthuizen's interest in the Purchase Price Note in lieu of a setoff against the Held Back Shares as may be required so that the value of SoftNet common stock delivered to the MTC shareholders pursuant to the Merger Agreement shall not constitute less than 50% of the Aggregate Merger Consideration delivered to the MTC shareholders. 8. Restriction on Transfer. Mr. Mauran and Mr. Oosthuizen shall not dispose of their shares of SoftNet Common stock received pursuant to the Merger Agreement prior to the second anniversary of the Closing Date. 9. Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and to be performed therein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SOFTNET SYSTEMS, INC. By /s/ John Jellinek Its President /s/ Adrian J.R. Oosthuizen R.C.W. Mauran /s/ Adrian J.R. Oosthuizen A.J.R. Oosthuizen -----END PRIVACY-ENHANCED MESSAGE-----