<PAGE>
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): September 19, 2000
Continental Information Systems Corporation
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 0-25104 16-0956508
--------------------------- ------------------- ---------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Broadway Atrium, 45 Broadway, Suite 1105, New York, New York 10006-6700
--------------------------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (212) 771-1000
----------------
Not Applicable
----------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
As previously reported in the filings of Continental Information Systems
Corporation (the "Company"), the Company's Airgroup subsidiary, CIS Air
Corporation, has three actions pending against Eastwind Airlines, a lessee of
aircraft and engines, and its parent UM Holding, Inc. The main action is an
involuntary bankruptcy petition brought in the Bankruptcy Court in Delaware
against Eastwind Airlines by CIS Air and two other petitioning creditors.
Subsequently, three other creditors joined the petition. The petitioning
creditors' claims amounted to in excess of $7 million. The Company also has
an action pending against AeroTurbine, Inc. in North Carolina state court.
On September 19, 2000, the Company and the other petitioning creditors
reached a settlement agreement with Eastwind Airlines and UM Holding, Inc.
The material provisions of the final agreement will result (i) in the Company
and the other petitioning creditors receiving consideration worth $4 million
in a package that includes $3 million in cash and a $1 million, 1-year
unsecured note; (ii) the dismissal of CIS Air's lawsuit against AeroTurbine
and AeroTurbine's dismissal of its counterclaims; and (iii) cross-releases by
Eastwind and JetStream L.P., an entity managed by CIS Air, in exchange for
engine parts to be received by CIS Air. The agreement and receipt of the
above consideration is subject to, among other things, the entry of a final
non-appealable order of the Bankruptcy Court dismissing the pending actions
that arise out of or relate to the operation of Eastwind Airlines.
This Current Report on Form 8-K includes "forward-looking statements",
within the meaning of the federal securities laws, that involve uncertainties
and risks. These include statements regarding events or developments that the
Company expects or anticipates will occur in the future, such as those set forth
above. The actual results may differ significantly from those currently
anticipated. Among the factors that could cause actual results to differ
materially are risk factors described from time to time in the Company's reports
filed with the SEC, as well as the inability of the Company to complete
satisfactorily the above-described settlement provisions, and the failure of the
Bankruptcy Court to approve any agreed-upon settlement. The Company wishes to
caution readers not to place undue reliance on any forward-looking statements,
which statements are made pursuant to the Private Securities Litigation Reform
Act of 1995 and, as such, speak only as of the date made. The Company
undertakes no obligation to update any of the forward-looking statements
contained in this statement.
Please refer to the Company's 2000 Annual Report on Form 10-K and its other
filings with the SEC for a complete discussion of these and other important
factors that could cause actual results to differ materially from those
projected by these forward-looking statements.
2
<PAGE>
SIGNATURE
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 thereunto duly authorized.
CONTINENTAL INFORMATION SYSTEMS CORPORATION
By: /s/ Jonah M. Meer
------------------------------
Jonah M. Meer
Chief Operating Officer
Dated: September 21, 2000
