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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 11, 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 filed an 8-K with the SEC summarizing two
equity transactions: The sale of Common Stock for $1,590,000 and the conversion
of $750,000 in long-term debt to Series A Preferred Stock.
On February 11, 1997, the Company completed an additional conversion of $425,000
in long-term debt in a similar transaction whereby 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. As part of this transaction, the loan agreement on the remaining
debt will be amended to include a financial covenant whereby if, at quarter end,
shareholders' equity is below $1,000,000 or the Company fails to meet certain
maintenance requirements, then additional warrants to purchase 15% of the Common
Stock outstanding at February 11, 1997, at an exercise price of $.01 per share
will be issued.
Included at Item 7 below is a proforma balance sheet as of December 31, 1996, as
filed in the February 7, 1997 8-K, as well as a proforma balance sheet for
January 31, 1997, assuming all these transactions had been completed on or
before January 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On February 7, 1997, the Company filed a Form 8-K outlining the impact of
these first two transactions on a proforma balance sheet as of December 31,
1996, which is shown below.
<TABLE>
<CAPTION>
As Stated Proforma
December 31, December 31,
1996 Adjustments 1996
----------- ----------- -----------
(unaudited) (unaudited)
<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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A proforma balance sheet as of January 31, 1997, assuming the transactions
described in the February 7, 1997 Form 8-K as well as the second debt conversion
discussed in Item 5 above had been completed on or before January 31, 1997, is
shown below.
<TABLE>
<CAPTION>
As Stated Proforma
January 31, January 31,
1997 Adjustments 1997
----------- ---------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash $ 75,148 $1,386,000(1)/(2) $1,461,148
Other Current Assets 3,771,140 3,771,140
----------- ---------- ----------
Total Current Assets 3,846,288 1,386,000 5,232,288
Other Assets 1,805,421 184,000(1)/(3)/(4) 1,989,421
----------- ---------- ----------
Total Assets $ 5,651,709 $1,570,000 $7,221,709
=========== ========== ==========
Current liabilities $ 4,576,981 $4,576,981
Long-term debt 2,276,430 (897,000)(3)/(4) 1,379,430
Shareholder Debt, net of current portion 39,316 39,316
----------- ---------- ----------
Total Liabilities 6,892,727 (897,000) 5,995,727
----------- ---------- ----------
Total Shareholders' Equity (Deficit) (1,241,018) 2,467,000(1)/(2)/(3)/(4) 1,225,982
----------- ---------- ----------
Total Liabilities and Equity (Deficit) $ 5,651,709 $1,570,000 $7,221,709
=========== ========== ==========
</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 on February 7, 1997.
(4) Conversion of $425,000 of Long-Term Debt to Equity, net of debt discount
and debt issue costs on February 11, 1997.
.
Exhibits required by Item 601 of Regulation S-B: None
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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.
MULTICOM PUBLISHING, INC.
(Registrant)
February 12, 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)
