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U.S. 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: February 7, 1997
MULTICOM PUBLISHING, INC.
(Exact Name of Registrant as specified in its charter)
WASHINGTON 91-1551337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
COMMISSION FILE NUMBER: 1-11857
1100 OLIVE WAY, 12TH FLOOR
SEATTLE, WASHINGTON 98101
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (206) 622-5530
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ITEM 5. OTHER EVENTS
On February 7, 1997, the Company issued 697,368 shares of Restricted Common
Stock in a private placement in exchange for cash of $1,340,000 and fixed assets
of $250,000. The shares were issued pursuant to a Common Stock Purchase
Agreement. The selling price of these shares was $2.28 per share, based upon the
average closing price on the 20 consecutive trading days immediately preceding
the Closing. In conjunction with this transaction, options to purchase 102,500
shares were exercised for prices ranging from $.25 and $1.00.
On February 7, 1997, $750,000 in long-term debt was converted to Series A
Preferred Stock. The Series A Preferred Stock is nonvoting, except in instances
where changes and/or issuances of Preferred Stock are being considered as well
as the sale of the Company or other actions which might impact the rights of the
Series A Preferred Shareholders. In such instances, a minimum 51% of the Series
A Preferred Stock must vote in favor of the proposals. The Series A Preferred
Stock carries annual dividends of $.65 per share, payable monthly. The Series A
Preferred Stock is convertible to Common Stock at a price of $2.28 per share,
or one share of Series A Preferred Stock for 2.19 shares of Common Stock.
Included at Item 7 below is a proforma balance sheet as of December 31, 1996,
assuming these transactions had been completed on or before December 31, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A proforma balance sheet as of December 31, 1996, assuming the transactions
described in Item 5 above had been completed on or before December 31, 1996, is
shown below.
<TABLE>
<CAPTION>
As Stated Proforma
December 31, December 31,
1996 Adjustments 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash $ 326,777 $1,386,000(1)/(2) $ 1,712,777
Other Current Assets 3,520,804 3,520,804
----------- ----------- -----------
Total Current Assets 3,847,581 1,386,000 5,233,581
Other Assets 1,881,823 209,000(1)/(3) 2,090,823
----------- ----------- -----------
Total Assets $ 5,729,404 $ 1,595,000 $ 7,324,404
=========== =========== ===========
Current liabilities $ 4,437,232 $ 4,437,232
Long-term debt 2,267,608 $ (572,000)(3) 1,695,608
Shareholder Debt, net of current portion 90,000 90,000
----------- ----------- -----------
Total Liabilities 6,794,840 (572,000) 6,222,840
----------- ----------- -----------
Total Shareholders'Equity (Deficit) (1,065,436) 2,167,000(1)(2)(3) 1,101,564
----------- ----------- -----------
Total Liabilities and Equity (Deficit) $ 5,729,404 $ 1,595,000 $ 7,324,404
=========== =========== ===========
</TABLE>
(1) Sale of 697,368 shares of Common Stock for $1,590,000, of which
$1,340,000 was received in cash and $250,000 in fixed assets.
(2) Exercise of options to purchase 102,500 shares of Common Stock at
exercise prices ranging from $.25 to $1.00. Proceeds from the exercise
were $46,000.
(3) Conversion of $750,000 of Long-Term Debt to Equity, net of debt
discount and debt issue costs.
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Exhibits required by Item 601 of Regulation S-B: None
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.
MULTICOM PUBLISHING, INC.
(Registrant)
February 7, 1997
By ELLEN R.M. BOYER
--------------------------------
Ellen R.M. Boyer
Vice President of Finance and
Administration and Chief
Financial Officer
(Principal Financial and
Principal Accounting Officer)
