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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): February 21, 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 February 21, 2001, MindArrow Systems, Inc. (the "Company") and Twelve
Horses Ltd., a privately-held Irish company, announced that they had agreed to
terminate a non-binding letter of intent that contemplated the acquisition of
Twelve Horses Ltd. by the Company.
Separately, in the Company's report on Form 8-K, dated February 6, 2001,
the Company reported that as a result of an internal investigation, it had
determined that between May 21, 1999 and March 8, 2000, stock certificates
representing 1,108,051 shares (the "Discrepant Shares") were authenticated by
the Company's prior transfer agent or others acting on its behalf without the
Company's authorization or knowledge. In the Company's report on Form 10-Q for
the quarter ended December 31, 2000, the Company stated that it did not consider
a restatement of the Company's historical financial statements to be necessary
with respect to the Discrepant Shares. The Company is reviewing this prior
determination and conferring with its auditors about the proper accounting
treatment for the Discrepant Shares and what changes may be necessary to its
historical financial statements.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibit is filed as a part of this report:
Exhibit No. Description
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99.1 Text of joint press release of MindArrow Systems, Inc. and Twelve
Horses Ltd. issued February 21, 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/ MICHAEL R. FRIEDL
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Michael R. Friedl
Date: February 23, 2001 Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Text of joint press release of MindArrow Systems, Inc. and Twelve
Horses Ltd. issued February 21, 2001.