UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
JUNE 25, 2003 (JUNE 24, 2003)
ZIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
TEXAS 0-17995 75-2216818
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2711 NORTH HASKELL AVENUE
SUITE 2300, LB 36
DALLAS, TEXAS 75204-2960
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 370-2000
ITEM 5. OTHER EVENTS.
On June 24, 2003, Zix Corporation, a Texas corporation (the
"Registrant"), entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with certain institutional investors pursuant to which the
Registrant issued and sold 1,566,758 shares (the "Shares") of its common stock,
par value $0.01 per share ("Common Stock") at a purchase price of $3.67 per
share. In connection with such financing, the Registrant also issued warrants
(the "Warrants"; and together with the Shares, the "Securities") to the
investors to purchase 231,855 shares of Common Stock with an exercise price
of $4.96 per share.
The gross proceeds received from this financing were
$5,750,000. Net proceeds of the financing are expected to be used for working
capital purposes.
The Securities have not been registered under the Securities
Act of 1933, as amended (the "Act"), and may not be offered or sold in the
United States in the absence of an effective registration statement or exemption
from the registration requirements under the Act. In connection with this
financing, the Registrant and the investors entered into a Registration Rights
Agreement, dated June 24, 2003, with respect to the Securities, pursuant to
which the Registrant agreed to prepare and file, within 30 days following the
issuance of the Securities, a registration statement covering the resale of the
Shares and the Common Stock issuable upon the exercise of the Warrants. The
Registrant is required to have such registration statement declared effective
within 90 days following the date of the issuance of the Securities.
A complete copy of each of the Securities Purchase Agreement,
the Form of Warrant, the Registration Rights Agreement and the related press
release of the Registrant, are filed herewith as Exhibits 4.1, 4.2, 4.3, and
99.1, respectively, and are incorporated herein by reference. The summary of the
transaction set forth above is qualified in its entirety by reference to such
exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Securities Purchase Agreement, dated June 24, 2003,
by and among Zix Corporation and the investors named
therein (including schedules but excluding exhibits).
4.2 Form of Warrant, dated June 24, 2003, to purchase
shares of common stock of Zix Corporation, issued by
Zix Corporation.
4.3 Registration Rights Agreement, dated June 24, 2003,
by and among Zix Corporation and the investors named
therein.
99.1 Press Release issued by the Registrant on June 25,
2003.
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.
ZIX CORPORATION
Date: June 25, 2003 By: /s/ Steve M. York
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Steve M. York
Senior Vice President, Chief
Financial Officer and Treasurer
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Securities Purchase Agreement, dated June 24, 2003, by and among Zix
Corporation and the investors named therein (including schedules but
excluding exhibits).
4.2 Form of Warrant, dated June 24, 2003, to purchase shares of common
stock of Zix Corporation, issued by Zix Corporation.
4.3 Registration Rights Agreement, dated June 24, 2003, by and among Zix
Corporation and the investors named therein.
99.1 Press Release issued by the Registrant on June 25, 2003.