COMPU DAWN INC
8-K, 1999-07-08
COMPUTER INTEGRATED SYSTEMS DESIGN
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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: July 6, 1999
                        (Date of earliest event reported)


                                COMPU-DAWN, INC.
- --------------------------------------------------------------------------------

               (Exact name of Registrant as specified in charter)


   Delaware                          000-22611                11-3344575
- --------------------------------------------------------------------------------

(State or other jurisdiction  (Commission File No.) (IRS Employer Identification
of  incorporation)                                  Number)



        12735 Gran Bay Parkway West, Building 200, Jacksonville, FL 32258
- --------------------------------------------------------------------------------

  (Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (904) 680-6680

                                        1

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Item 5.           Other Events.

     On July 6, 1999, Compu-DAWN, Inc.("Compu-DAWN") issued a press release (the
"Press Release") announcing that Compu-DAWN had completed the sale of its Public
Safety  Software  Division  to  Admit  Computer  Services,   Incorporated,   and
reiterating   its  intent  to  focus  its   business   strategy   on   providing
Internet-related technologies, products and services.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

(c)      Exhibits

         99.1     Press Release, dated July 6, 1999






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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.


                                                   COMPU-DAWN, INC.


Dated: July 6, 1999                                By:/s/ Paul Danner
                                                       ------------------
                                                       Paul Danner
                                                       President




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                                                                   EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                CONTACT:
                                                         Kathy Wilson
                                                         The Weber Group
                                                         (617) 520-7060
                                                         [email protected]


               COMPU-DAWN COMPLETES SALE OF PUBLIC SAFETY SOFTWARE
                   DIVISION; DETAILS ONGOING BUSINESS STRATEGY

 Divestiture of Software Division Positions COMPU-Dawn to Focus on Core Strength
        of Providing Internet-Related Technologies, Products and Services


JACKSONVILLE,  FL - July 6, 1999 - COMPU-Dawn  (Nasdaq:ETVC)  today announced it
has  completed  the  previously  announced  sale of its public  safety  software
division  to  Farmingdale,   NY-based  Admit  Computer  Services,  Incorporated.
COMPU-Dawn also detailed its ongoing business  strategy of focusing on providing
Internet-related  technologies,  products and services.  Key to that strategy is
the imminent  completion of its previously  announced  intent to purchase Global
PC, Inc.,  co-developer  and worldwide  licensee of the GEOS  operating  system,
which is  expected  to be  finalized  in the coming  weeks.  Terms of the public
safety software sale were not disclosed.

With the  acquisition  of Global  PC,  COMPU-Dawn  will  focus on four  distinct
business areas. First,  COMPU-Dawn will partner with a hardware  manufacturer to
produce the Global PC personal  computer,  a sub-$300 hardware platform based on
the GEOS operating system, a simplified,  low cost operating system  alternative
to  Microsoft  Windows.  The Global PC is ideal for users  seeking a  lower-cost
device  that  supports  a complete  software  solution,  as well as an  Internet
browser, email and chat capabilities.  The company expects to have the Global PC
product on retail mass market shelves by the fourth quarter of 1999.

Additionally,  COMPU-Dawn will license the GEOS operating system to a variety of
hardware  vendors,  who will  incorporate  GEOS into a range of robust  personal
computers that will be sold


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through  retail mass market  channels.  The company is currently in  discussions
with a number of major hardware manufacturers regarding GEOS.

COMPU-Dawn  will also sell  Internet  advertising  through  "hot  link"  buttons
directly on the Global PC keyboard.  These buttons will link customers  directly
to some of the most prominent e-commerce sites, ranging from Internet banking to
the sale of books and music on-line.  Additionally, the company will continue to
significantly  add to its base of ISP customers,  as new consumers  purchase its
Global PC and seek entry onto the Internet.  Finally,  COMPU-Dawn  will generate
e-commerce  revenue  through its  proprietary  portal and browser built into the
Global PC.


"The sale of the public safety software division and our imminent acquisition of
Global PC marks the beginning of a new period for COMPU-Dawn,  our customers and
our  shareholders.  We believe the mix of  technologies,  products  and services
COMPU-Dawn offers customers  uniquely positions us in the industry and will make
our vision of bringing  the  benefits of  computing  and the  Internet to the 65
percent of the U.S. population that does not have it today a reality," said R.E.
"Teddy" Turner IV, chairman of COMPU-Dawn.  "We are already in deep  negotiation
with a number of key mass merchant retailers and expect to have our first orders
for the Global PC very soon. The market for consumers  wanting easy and low-cost
access to the Internet is  tremendous,  as evidenced by the continued  growth of
America  Online and other ISPs.  COMPU-Dawn  wants to be the  company  consumers
choose to lead them onto the  Internet in the easiest and most  inexpensive  way
possible."

About COMPU-Dawn

COMPU-Dawn  provides  Internet  services,   e-commerce,  and  telecommunications
services  to  customers  throughout  North  America.   COMPU-Dawn  is  based  in
Jacksonville, Florida, and can be accessed via the Web at www.etvcom.com.

Forward Looking Statements


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Certain  information   contained  in  this  announcement  are   "forward-looking
statements."  COMPU-Dawn  cautions  readers that certain  important  factors may
affect actual results and could cause such results to differ materially from any
forward-looking  statements  which  may be  deemed  to  have  been  made in this
announcement or which are otherwise made by or on behalf of COMPU-Dawn. For this
purpose,  any statements  contained in this announcement that are not statements
of  historical  fact may be deemed to be forward-  looking  statements.  Factors
which may affect  results  include,  but are not  limited to, the  Internet  and
Internet  related   technology  and  products,   new  technology   developments,
developments and regulation in the telecommunications industry, the risk of loss
of management and personnel, the competitive environment within the Internet and
telecommunications   industries,  the  ability  of  COMPU-Dawn  to  develop  its
infrastructure,  the ability of COMPU- Dawn to raise  additional  capital  which
will be required in the near term to continue to develop and sustain business at
current  levels,  the  competence  required and  experience  of  management  and
economic conditions.

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