================================================================================

                                  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 and Exchange Act of 1934


                Date of Report (Date of Earliest Event Reported):
                                January 31, 2000



                          COYOTE NETWORK SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


        Delaware                       1-5486                   36-2448698
----------------------------    -----------------------      -------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)



               4360 Park Terrace Drive Westlake Village, CA 91361
               --------------------------------------------------
                     Address of principal executive offices


                                  (818) 735-7600
                         ------------------------------
                         Registrant's Telephone Number,
                               Including area code

================================================================================
<PAGE>
Item 5.  Other Events

     On January 31, 2000, Coyote Network Systems, Inc. (the "Company") sold, for
$5 million, and on February 4, 2000, for $10 million, pursuant to Rule 506 under
Regulation D, an aggregate of 3,157,895 shares of the Company's 6% Series B
Preferred Stock (the "Series B Preferred Stock") at $4.75 per share upon the
initial and final closings, respectively, of a private placement with accredited
investors (the "Offering"). Sunrise Securities Corp., the placement agent
("Sunrise"), received a commission equal to 7.0% of the gross proceeds of the
sale of the Series B Preferred Stock, consisting of $718,500 cash and 75,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), plus reimbursement for expenses. A copy of the press release is
attached hereto as Exhibit 99 and is hereby incorporated by reference herein.

     The Company has agreed to use its best efforts to file a registration
statement within 120 business days after the final closing of the Offering and
to cause such registration statement to become effective as soon as possible
after it is filed.

     Pursuant to the Company's Certificate of Designations, Preferences, and
Rights of Series B Preferred Stock, filed January 31, 2000 (the "Certificate of
Designations") and attached hereto as Exhibit 4.2, the preferences and rights of
the shares of Series B Preferred Stock are summarized as follows (all
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Certificate of Designations):

1.   The holders of Series B Preferred Stock (the "Holders") shall receive cash
     dividends when and as declared by the Company's Board of Directors;

2.   Dividends on each share of Series B Preferred Stock shall accrue on a daily
     basis at the rate of 6% per annum of the sum of the Face Amount thereof,
     plus all accumulated and unpaid dividends thereon, commencing on the 90th
     day after the Original Issuance Date of the Series B Preferred Stock;

3.   In the event of any voluntary or involuntary liquidation, dissolution or
     winding-up of the Company, the Holders shall be entitled to receive the
     assets of the Company prior and in preference to any distribution of the
     assets to the holders of any Junior Stock, but after the holders of the
     Company's Series A Preferred Stock have been paid in full and pari passu to
     the holder of any Liquidation Parity Stock.

4.   The Preferred Stock is non-voting except as otherwise provided by law and
     except that, without the affirmative approval of a majority of the Holders,
     the Company may not (i) alter the powers, preferences, rights,
     qualifications, limitations or restrictions of any class or series of
     capital stock of the Company if such alteration would adversely affect the
     rights of the Holders, except with regard to the creation and issuance of
     another series of Preferred Stock, or (ii) authorize, designate, create,
     issue or agree to issue any additional shares of Series B Preferred Stock;

5.   At their option, and at any time, the Holders may convert any shares of
     Series B Preferred Stock into shares of the Company's Common Stock at a
     conversion price of $4.75 per share, subject to adjustment, in the manner
     provided in the Certificate of Designations; and

                                       1
<PAGE>

6.   At any time after the Trading Price of the Common Stock equals or exceeds
     $10 for 20 consecutive trading days, the Company may, at its option, redeem
     all or any portion of the shares of Series B Preferred Stock then
     outstanding at $4.75 per share, plus any declared and unpaid dividends.
     Dividends shall cease to accrue on the shares of Series B Preferred Stock
     once such shares have been redeemed. If the Company exercises its option to
     redeem shares of Series B Preferred Stock, the rights of the Holders to
     convert such shares will terminate at the close of business on the business
     day preceding the Redemption Date.

     The foregoing summary of the preferences and rights of the Series B
Preferred Stock is qualified in its entirety by reference to a copy of the
Certificate of Designations filed as Exhibit 4.2 hereto and incorporated by
reference herein.


Item 7.  Financial Statements and Exhibits

         (c) Exhibits

             (4.1)  Form of Subscription Agreement (as supplemented)

             (4.2)  Certificate of Designations, Preferences and Rights
                     of Series B Preferred Stock, filed January 31, 2000.

             (99)   Press Release issued by Coyote Network Systems, Inc.
                     on January 31, 2000.


                                       2
<PAGE>

                                   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.


Dated:  February 14, 2000                 COYOTE NETWORK SYSTEMS, INC.


                                          By: /s/ Brian A. Robson
                                              -------------------------------
                                              Brian A. Robson
                                              Executive Vice President,
                                              Chief Financial Officer
                                              and Secretary





                                       3
<PAGE>

                                Index to Exhibits
                                -----------------

  Exhibit No.       Description
  -----------       -----------

     (4.1)          Form of Subscription Agreement (as supplemented)

     (4.2)          Certificate of Designations, Preferences and Rights of
                    Series B Preferred Stock, filed January 31, 2000.

    (99)            Press Release issued by Coyote Network Systems, Inc.
                    on January 31, 2000.



                                       4
<PAGE>
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{"company-data": {"conformed-name": "COYOTE NETWORK SYSTEMS INC", "cik": "0000057201", "assigned-sic": "3661", "irs-number": "362448698", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05486", "film-number": "539331"}, "business-address": {"street1": "4360 PARK TERRACE DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361", "phone": "8187357600"}, "mail-address": {"street1": "4360 PARK TERRACE DRIVE", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91361"}, "former-company": [{"former-conformed-name": "DIANA CORP", "date-changed": "19920703"}, {"former-conformed-name": "FH INDUSTRIES CORP", "date-changed": "19850814"}, {"former-conformed-name": "SCOT LAD FOODS INC", "date-changed": "19841202"}]}
================================================================================

                                  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 and Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):
                                January 31, 2000

                          COYOTE NETWORK SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                       1-5486                   36-2448698
----------------------------    -----------------------      -------------------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)

               4360 Park Terrace Drive Westlake Village, CA 91361
               --------------------------------------------------
                     Address of principal executive offices

                                  (818) 735-7600
                         ------------------------------
                         Registrant's Telephone Number,
                               Including area code

================================================================================
Item 5.  Other Events

     On January 31, 2000, Coyote Network Systems, Inc. (the "Company") sold, for
$5 million, and on February 4, 2000, for $10 million, pursuant to Rule 506 under
Regulation D, an aggregate of 3,157,895 shares of the Company's 6% Series B
Preferred Stock (the "Series B Preferred Stock") at $4.75 per share upon the
initial and final closings, respectively, of a private placement with accredited
investors (the "Offering"). Sunrise Securities Corp., the placement agent
("Sunrise"), received a commission equal to 7.0% of the gross proceeds of the
sale of the Series B Preferred Stock, consisting of $718,500 cash and 75,000
shares of the Company's Common Stock, par value $1.00 per share (the "Common
Stock"), plus reimbursement for expenses. A copy of the press release is
attached hereto as Exhibit 99 and is hereby incorporated by reference herein.

     The Company has agreed to use its best efforts to file a registration
statement within 120 business days after the final closing of the Offering and
to cause such registration statement to become effective as soon as possible
after it is filed.

     Pursuant to the Company's Certificate of Designations, Preferences, and
Rights of Series B Preferred Stock, filed January 31, 2000 (the "Certificate of
Designations") and attached hereto as Exhibit 4.2, the preferences and rights of
the shares of Series B Preferred Stock are summarized as follows (all
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Certificate of Designations):

1.   The holders of Series B Preferred Stock (the "Holders") shall receive cash
     dividends when and as declared by the Company's Board of Directors;

2.   Dividends on each share of Series B Preferred Stock shall accrue on a daily
     basis at the rate of 6% per annum of the sum of the Face Amount thereof,
     plus all accumulated and unpaid dividends thereon, commencing on the 90th
     day after the Original Issuance Date of the Series B Preferred Stock;

3.   In the event of any voluntary or involuntary liquidation, dissolution or
     winding-up of the Company, the Holders shall be entitled to receive the
     assets of the Company prior and in preference to any distribution of the
     assets to the holders of any Junior Stock, but after the holders of the
     Company's Series A Preferred Stock have been paid in full and pari passu to
     the holder of any Liquidation Parity Stock.

4.   The Preferred Stock is non-voting except as otherwise provided by law and
     except that, without the affirmative approval of a majority of the Holders,
     the Company may not (i) alter the powers, preferences, rights,
     qualifications, limitations or restrictions of any class or series of
     capital stock of the Company if such alteration would adversely affect the
     rights of the Holders, except with regard to the creation and issuance of
     another series of Preferred Stock, or (ii) authorize, designate, create,
     issue or agree to issue any additional shares of Series B Preferred Stock;

5.   At their option, and at any time, the Holders may convert any shares of
     Series B Preferred Stock into shares of the Company's Common Stock at a
     conversion price of $4.75 per share, subject to adjustment, in the manner
     provided in the Certificate of Designations; and

                                       1
6.   At any time after the Trading Price of the Common Stock equals or exceeds
     $10 for 20 consecutive trading days, the Company may, at its option, redeem
     all or any portion of the shares of Series B Preferred Stock then
     outstanding at $4.75 per share, plus any declared and unpaid dividends.
     Dividends shall cease to accrue on the shares of Series B Preferred Stock
     once such shares have been redeemed. If the Company exercises its option to
     redeem shares of Series B Preferred Stock, the rights of the Holders to
     convert such shares will terminate at the close of business on the business
     day preceding the Redemption Date.

     The foregoing summary of the preferences and rights of the Series B
Preferred Stock is qualified in its entirety by reference to a copy of the
Certificate of Designations filed as Exhibit 4.2 hereto and incorporated by
reference herein.

Item 7.  Financial Statements and Exhibits

         (c) Exhibits

             (4.1)  Form of Subscription Agreement (as supplemented)

             (4.2)  Certificate of Designations, Preferences and Rights
                     of Series B Preferred Stock, filed January 31, 2000.

             (99)   Press Release issued by Coyote Network Systems, Inc.
                     on January 31, 2000.

                                       2
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.

Dated:  February 14, 2000                 COYOTE NETWORK SYSTEMS, INC.

                                          By: /s/ Brian A. Robson
                                              -------------------------------
                                              Brian A. Robson
                                              Executive Vice President,
                                              Chief Financial Officer
                                              and Secretary

                                       3
Index to Exhibits
                                -----------------

  Exhibit No.       Description
  -----------       -----------

     (4.1)          Form of Subscription Agreement (as supplemented)

     (4.2)          Certificate of Designations, Preferences and Rights of
                    Series B Preferred Stock, filed January 31, 2000.

    (99)            Press Release issued by Coyote Network Systems, Inc.
                    on January 31, 2000.

                                       4