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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 1, 2001
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MINDARROW SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28403 77-0511097
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
101 Enterprise, Suite 340, Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (949) 916-8705
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On August 1, 2001, MindArrow Systems, Inc. (the "Company") announced that
it had signed a non-binding letter of intent to acquire privately-held Radical
Communication Inc., a leading end-to-end provider of rich media software
solutions based in Southern California. Under the proposed terms of the
transaction, MindArrow would acquire substantially all of the assets of Radical
Communication in exchange for 1,980,000 shares of MindArrow common stock,
135,000 shares of MindArrow Series C Preferred Stock and an unsecured
subordinated promissory note from MindArrow in the aggregate principal amount of
$1,000,000. The promissory note would be payable in two annual installments of
$500,000, with the first installment due October 1, 2002. It is also
contemplated that upon the close of the proposed transaction, Radical
Communication will designate a representative to join MindArrow's Board of
Directors. Completion of the acquisition is subject to entering into a
definitive agreement with Radical Communication and to the satisfactory
completion of due diligence and other conditions to closing, including but not
limited to, approval by both companies' Board of Directors and approval by
Radical Communication's stockholders. The acquisition is expected to close in
fall 2001.
Exhibit No. Description
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99.1 Text of press release of MindArrow Systems, Inc. issued August 1,
2001.
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.
MINDARROW SYSTEMS, INC.
By: /s/ ROBERT I. WEBBER
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Robert I. Webber
Date: August 1, 2001 Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Text of press release of MindArrow Systems, Inc. issued August 1,
2001.