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):
JULY 23, 2003 (JULY 22, 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 July 22, 2003, Zix Corporation (the "Registrant") acquired
substantially all of the assets of Pocket Script, L.L.C., a provider of
e-prescribing services, pursuant to an Asset Purchase Agreement, dated July 22,
2003. Total consideration for the acquired assets of Pocket Script was
approximately $1.5 million, including 362,903 shares (the "Securities") of the
Registrant's common stock valued at $1,350,000.
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 Pocket Script, L.L.C. entered into a Registration
Rights Agreement, dated July 22, 2003, with respect to the Securities, pursuant
to which the Registrant agreed to prepare and file a registration statement
covering the resale of the Securities.
A complete copy of each of the Asset Purchase Agreement and
the Registration Rights Agreement and the related press release of the
Registrant, are filed herewith as Exhibits 4.1, 4.2, 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 Asset Purchase Agreement, dated July 22, 2003,
between Zix Corporation and Pocket Script L.L.C.
(excluding schedules and exhibits).
4.2 Registration Rights Agreement, dated July 22, 2003,
between Zix Corporation and Pocket Script L.L.C.
99.1 Press Release issued by the Registrant on July 22,
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: July 23, 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
4.1 Asset Purchase Agreement, dated July 22, 2003, between Zix
Corporation and Pocket Script L.L.C. (excluding schedules and
exhibits).
4.2 Registration Rights Agreement, dated July 22, 2003, between
Zix Corporation and Pocket Script L.L.C.
99.1 Press Release issued by the Registrant on July 22, 2003.