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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 31, 1998
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C2i Solutions, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-23589 33-0775687
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6138 Nancy Ridge Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code. (619) 812-5800
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 31, 1998, the Registrant exercised its right, pursuant to
the Warrant Agreement, dated February 24, 1998, by and between the Registrant
and American Stock Transfer & Trust Company (the "Warrant Agreement"), the
warrant agent for the Redeemable Warrants of the Registrant, to reduce the
purchase price to be paid upon exercise of its outstanding Redeemable Warrants
(the "Purchase Price") from $7.50 to $2.00. Subject to compliance with
applicable federal and state securities laws, each of the Registrant's
outstanding Redeemable Warrants may be exercised by the registered holder
thereof to purchase one share of the Common Stock of the Registrant during the
period beginning February 24, 1999 and ending upon the earlier of (i) February
24, 2003, or (ii) the date the outstanding Redeemable Warrants are redeemed by
the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
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<CAPTION>
Exhibit
No. Description
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<S> <C>
99.1 Press Release of C2i Solutions, Inc. dated December 31, 1998
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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.
C2i SOLUTIONS, INC.
Date: December 31, 1998 By: /s/ Diane E. Hessler
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Diane E. Hessler, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<S> <C>
99.1 Press Release of C2i Solutions, Inc. dated December 31, 1998
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DECEMBER 31, 1998 EXHIBIT 99.1
FOR RELEASE DECEMBER 31, 1998 AT 7:30 AM EST
Contact: Allen & Caron Inc
Damon Wright (investors)
Owen Daley (media)
(714) 957-8440
C2i SOLUTIONS REDUCES EXERCISE PRICE
OF ITS REDEEMABLE WARRANTS
SAN DIEGO, CA (DECEMBER 31, 1998) C2i Solutions (Nasdaq: CTWO), a provider of
specialized information technology services for business and government,
announced today that its Board of Directors has exercised the Company's right,
pursuant to the Warrant Agreement dated February 24, 1998 by and between the
Company and American Stock Transfer & Trust Company, to reduce the purchase
price to be paid upon exercise of its outstanding Redeemable Warrants (Warrants)
(Nasdaq: CTWOW) from $7.50 to $2.00. Each Warrant may be exercised by the
registered holder to purchase one share of the Common Stock of C2i during the
period beginning February 24, 1999, and ending upon the earlier of (i) February
24, 2003, or (ii) the date the Warrants are redeemed by the Company.
Commencing February 24, 1999, the Warrants may be redeemed by the
Company on not less than 30 days written notice, at a price of $.01 per Warrant,
providing the closing bid price of C2i Common Stock is at least $3.00 for any 20
consecutive business days ending on the third day prior to the date on which the
notice of redemption is given. Warrant holders will forfeit their rights to
purchase the shares of Common Stock issuable upon exercise of such Warrants
unless the Warrants are exercised before the close of business on the business
day immediately prior to the date set for such redemption.
According to C2i Chairman, President and CEO John A. Whalen, Jr., the
Company elected to reduce the purchase price of the Warrants because it projects
that the purchase price of the Warrants would automatically be reduced following
the filing of its audited financial statements with the SEC for the fiscal year
ending December 31, 1998.
MORE-MORE-MORE
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C2i SOLUTIONS REDUCES EXERCISE PRICE
OF ITS REDEEMABLE WARRANTS
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C2i Solutions provides its clients information technology (IT) services,
including legacy-systems transformation and conversion, applications
re-engineering, Year 2000 and Euro conversion solutions and validation services.
The Company employs a multi-faceted approach, encompassing proven methodologies,
advanced software tools and the expertise of highly experienced IT
professionals. From assessment through testing, implementation and independent
third-party validation, C2i brings together the elements required for a
comprehensive, cost-effective IT solution.
# # # #
This document contains forward-looking statements, including without
limitation statements relating to the Company's operating results, that involve
certain risks and uncertainties. Actual results may differ significantly from
the expectations contained in the forward-looking statements. These and other
significant risks are discussed in more detail in the Company's 1997 Annual
Report on Form 10-KSB, as filed with the Securities and Exchange Commission on
March 31, 1998. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
