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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 22, 1998
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FaxSav Incorporated
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
00-28754 11-3025769
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(Commission File Number) (I.R.S. Employer Identification No.)
399 Thornall Street, Edison, NJ 08837
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(Address of Principal Executive Offices) (Zip Code)
(732) 906-2000
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(Registrant's Telephone Number, Including Area Code)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 5, 1997, the Company filed a complaint for
declaratory judgment against AudioFAX IP, LLP ("AudioFAX") in the
United States District Court for the District of New Jersey. The
Company sought declaratory relief that current FaxSav service
offerings do not infringe any valid claims in AudioFAX's patents
and that certain claims of AudioFAX's patents are invalid. On
September 8, 1997, AudioFAX filed a complaint against the Company
in the United States District Court for the Northern District of
Georgia alleging patent infringement, seeking a preliminary and
permanent injunction against the Company's alleged infringement
and damages. On February 17, 1998, the Company filed an answer
to the complaint in the Georgia action, denying all allegations
of wrongdoing asserted by AudioFAX.
Effective September 22, 1998, the Company settled all outstanding
litigation with AudioFAX. As part of the settlement, the Company
received from AudioFAX a fully paid-up license to certain patents
relating to store-and-forward technologies and issued to AudioFAX
275,000 shares of FaxSav Common Stock as a licensing fee. Under
certain circumstances, the Company may be required to issue
additional shares of Common Stock or pay additional cash.
The Company has escrowed an additional 100,000 shares of FaxSav
Common Stock to facilitate compliance if and when it is required
to make additional payments of stock or cash. The Company has
undertaken to file a registration statement covering resale of
its shares by AudioFAX. Upon effectiveness, AudioFAX has agreed
not to sell on a weekly basis more than the greater of 40,000
shares or 10% of the prior week's trading volume.
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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.
FaxSav Incorporated
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(Registrant)
By: /s/ Peter S. Macaluso
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Name: Peter S. Macaluso
Title: Chief Financial Officer, Treasurer
and Secretary
Dated: September 23, 1998
