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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 18, 1996
METATEC CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-9220 59-1698890
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7001 Metatec Blvd., Dublin, Ohio 43017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 761-2000
No Change
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 relating to forward-looking statements
which may be made by or on behalf of the Registrant, the Registrant is filing a
cautionary statement identifying important factors that could cause actual
results to differ materially from those contained in the forward-looking
statements. The cautionary statement is filed as Exhibit 99 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
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<CAPTION>
Exhibit
No. Description of Exhibit
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<S> <C>
99 Cautionary Statement
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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.
METATEC CORPORATION
Date: April 18, 1996 By /s/ Jeffrey M. Wilkins
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Jeffrey M. Wilkins,
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
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<S> <C>
99 Cautionary Statement
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EXHIBIT 99
CAUTIONARY STATEMENT
Metatec Corporation (the "Company") wishes to caution readers that
there are a number of risks and other important factors that could cause actual
results to differ materially from those contained in the forward-looking
statements made by or on behalf of the Company, including without limitation
the following:
Product Concentration. Revenues from the sale of CD-ROM products and
services constituted a substantial portion of the Company's revenues for 1994
and 1995, and such products and services are expected to continue to account for
a substantial portion of the Company's revenues for the foreseeable future. A
decline in the demand for CD-ROM products and services, whether as a result of
competition, technological change or otherwise, would have a material adverse
effect on the Company's operating results. Included in the Company's CD-ROM
products and services are Audio CDs for the radio syndication programming
services market. The Company does not anticipate revenue growth in its radio
syndication services because of the maturity of the market, the Company's
existing market share, and increased price competition. In addition, certain of
the Company's products, such as "hybrid products" offering a combination of
CD-ROM and on-line services, are new or in the early stages of development and
do not have established markets.
Competition. The Company faces competition in the information
distribution industry from a number of sources, such as traditional print
publishers, on-line distributors of information, CD-ROM manufacturers, and
others. The Company's competitors vary by market segment and include many
companies which are larger, more established, and have substantially more
resources than the Company. The Company does not benefit from patents or
proprietary technology, and competition may increase in the future.
Pricing. The CD-ROM and Audio CD industries have been characterized by
new manufacturers continually entering the market and by declining prices for
compact discs ("CDs"). CD-ROM prices declined industry-wide in recent years and
are expected to decline in the future. To date, continuing market growth has
offset increased manufacturing capacity in the CD-ROM industry, and the Company
has been able to maintain its profitability by increasing sales volumes and
improving manufacturing efficiencies. However, the addition of manufacturing
capacity to the industry has continued, and there can be no assurance that
market growth will continue at the same rate, that prices paid to CD-ROM
manufacturers will not continue to decline or that the Company will be able to
continue to improve its manufacturing efficiencies. In addition, the Company's
pricing of its new products and services may not in all cases be competitive
with the other providers in the
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marketplace, and some new products and services may not be profitable.
Technological Change. The market for information distribution services
incorporating optical disc technology is based upon a sophisticated technology
and is subject to rapid technological change. Current or new competitors may
introduce new products, features or services that could adversely affect the
Company's competitive position. Additionally, there can be no assurance that
over time optical disc technology will not be replaced by another form of
information storage and retrieval technology, such as on-line information
services. To date, the Company has developed product and service enhancements to
address customer requirements and to respond to competitive conditions. However,
the Company must continue to improve its products and related services and
develop and successfully market new products and services in order to remain
competitive. There can be no assurance that it will be able to do so.
Dependence on Key Personnel. The Company is highly dependent upon the
efforts of certain key personnel, particularly Jeffrey M. Wilkins, its Chairman
of the Board and Chief Executive Officer. The loss of Mr. Wilkins' services to
the Company could have an adverse effect on the Company.
Single-Site Manufacturing Facility. All of the Company's manufacturing
services are performed at its manufacturing facility in Dublin, Ohio, which
operates seven days a week, 24 hours per day. In the event this facility is
damaged by fire or other casualty, which damage could not be repaired within a
short period of time, the Company's manufacturing services would be
substantially interrupted and such casualty would be detrimental to the
Company's operations. The Company does not maintain business interruption
insurance.
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