8-K

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): May 20, 2002

Commission file number 1-5270

SOFTNET SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-1817252
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

650 Townsend Street, Suite 225
San Francisco, California 94103

(Address of principal executive offices)

(415) 365-2500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 5. Other Events

The Company has received a Staff Determination from Nasdaq indicating Nasdaq’s position that the Company does not have ongoing business operations and therefore does not meet the requirements for continued listing. The Company has appealed this notification and requested a hearing and the Nasdaq Staff has indicated that a delisting of the Company’s securities will be stayed pending outcome of the hearing.

A copy of the press release concerning this announcement is attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c)  Exhibits. The following document is filed as an exhibit to this report:

1. Exhibit 99.1 — Press Release dated May 28, 2002.

     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.

	SoftNet Systems, Inc.                (Registrant)
Date: May 28, 2002	By:
		George L. Hernandez Acting Chief Operating Officer; Vice President, Finance and Administration; and Secretary

SoftNet Systems, Inc.
Exhibit Index
to Form 8-K

Exhibit No.	Description
99.1	Press Release dated May 28, 2002

EX-99.1 3 f82047exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Investor and Media Contact:
George L. Hernandez
SoftNet Systems, Inc.

415-354-3904
investors@softnet.com

SoftNet Systems, Inc. Requests Hearing to Review NASDAQ Staff Determination

SAN FRANCISCO— May 28, 2002— SoftNet Systems, Inc. (the “Company”) (Nasdaq:SOFN - - news), today announced that it received a letter from the NASD called a Nasdaq Staff Determination. Because the Company’s operating subsidiary, Intelligent Communications, Inc., ceased operations, the Staff letter takes the position that the Company does not have ongoing business operations and therefore does not meet the requirements for continued listing set forth in Marketplace Rules 4300 and 4330. As a result, the Nasdaq Staff Determination states that the Company’s securities are subject to delisting from The Nasdaq National Market. The Company is today requesting a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination, and the Nasdaq Staff has indicated that a delisting of the Company’s securities will be stayed pending outcome of the hearing. There can be no assurance that the Panel will grant the Company’s request for continued listing.

As previously announced, the Company is continuing actively to pursue strategic transactions with other companies.

For more information about the Company, please visit www.softnet.com.

This press release contains forward-looking statements concerning the listing of the Company’s securities on the Nasdaq National Market. These forward-looking statements include, but are not limited to, statements containing the words “hope,” “expect,” “believe,” “will,” “may,” “should,” “project,” “estimate,” “intends,” “approximately” and like expressions and the negatives thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements, including the risks attendant to a growing business in a new industry as well as those risks described in the Company’s Quarterly and Annual Reports.

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EX-99.1

exv99w1