SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 1996
INFODATA SYSTEMS INC.
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(Exact name of Registrant as specified in its charter)
Virginia 0-10416 16-0954695
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
12150 Monument Drive
Suite 400
Fairfax, Virginia 22033
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (703) 934-5202
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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.
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On June 24, 1996, Infodata Systems, Inc. (the "Company") and the
University of Rochester (the "University"), holder of 100,000 shares of the
Company's preferred stock, par value $1.00 per share (the "Preferred Stock"),
reached an agreement (the "Agreement") under which the University agreed to
convert its shares of Preferred Stock into shares of the Company's common
stock, par value $0.03 per share (the "Common Stock"). Pursuant to terms of
the Agreement, on June 26, 1996, the Company declared a regular quarterly cash
dividend of $0.22 per share of Preferred Stock payable on July 10, 1996, to
holders of record on June 28, 1996. The University agreed that after the
record date, it would convert its shares of Preferred Stock into 129,629.87037
shares of Common Stock and accept 20,416.70458 additional shares of Common
Stock in satisfaction of the accumulated but unpaid dividends on the Preferred
Stock held by the University. As a result of these transactions, the
University will receive a total of 150,046 shares of Common Stock, with the
Company paying cash in lieu of the fractional share.
Further, under the terms of the Agreement, the Company agreed to prepare
a Form S-3 Registration Statement for the 150,046 shares of Common Stock to be
received by the University, and to file such Form S-3 Registration Statement
with the Securities and Exchange Commission and selected state agencies. The
University agreed to pay up to $75,000 of the expenses incurred in connection
with the preparation of the Form S-3 Registration Statement, and will also
provide to the Company the conventional representations and indemnities
customarily provided by selling shareholders in a registered public offering.
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SIGNATURES
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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.
INFODATA SYSTEMS INC.
(Registrant)
Dated: July 2, 1996 By:/s/ HARRY KAPLOWITZ
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Harry Kaplowitz
President
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