QUARTERDECK CORP
8-K, 1997-04-08
PREPACKAGED SOFTWARE
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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 (DATE OF EARLIEST EVENT REPORTED): APRIL 3, 1997

                             QUARTERDECK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                    0-19207             95-4320650
 (STATE OR OTHER JURISDICTION     (COMMISSION FILE       (IRS EMPLOYER
      OF INCORPORATION)                NUMBER)           IDENTIFICATION
                                                              NO.)

      13160 MINDANAO WAY                                     90292
      MARINA DEL REY, CA                                   (ZIP CODE)
    (ADDRESS OF PRINCIPAL
      EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 309-3700

                                      NONE
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

================================================================================


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ITEM 5.     OTHER EVENTS.

On April 3, 1997, Quarterdeck Corporation issued the press release attached
hereto as Exhibit 20.1 which is incorporated herein by reference.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits.

      The following exhibit is filed with this report on Form 8-K:


      Exhibit No.       Description

      20.1              Press Release of Quarterdeck Corporation dated April 3,
                        1997.



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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.

Dated:  April 3, 1997
                             QUARTERDECK CORPORATION



                              By:
                                 ----------------------------------
                                    Frank R. Greico
                                    Senior Vice President and
                                    Chief Financial Officer



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                                  EXHIBIT INDEX

Exhibit No.  Description
- -----------  ------------

20.1         Press Release of Quarterdeck Corporation dated April 3, 1997.




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                                                                        CONTACT:
                                                                      Ana Thorne
                                                         Quarterdeck Corporation
                                                                    310-309-3787
                                                         [email protected]
FOR IMMEDIATE RELEASE
                                                                       Sue Bohle
                                                               The Bohle Company
                                                                    310-785-0515
                                                                   [email protected]

                                                                 Rebecca Bergman
                                                       Financial Relations Board
                                                                    310-442-0599
                                                                 [email protected]
                                                (for financial information only)


                   QUARTERDECK CORPORATION'S NEW CEO ASSESSES
                     STATE OF THE COMPANY AND FUTURE OUTLOOK

               - SUMMARY OF INITIAL STATE OF THE COMPANY REVIEW -


MARINA DEL REY, CA - APRIL 3, 1997 - Quarterdeck Corporation's (Nasdaq:QDEK) new
president and chief executive officer, Curt Hessler, today reported on his
initial review of the company's operations and summarized the company's future
plans. These plans include merging the company's business units in order to take
more timely advantage of marketplace opportunities.

"I am impressed and have reconfirmed my confidence in the realization and
promise of our core assets, product lines and marketing channels," said Hessler.
"Operating performance for the just-completed quarter is expected to be in line
with analysts' estimates based on last fall's restructuring and customer
satisfaction with our core product set."


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UNIFIED CORPORATE ORGANIZATION
The consolidation of its business units into a streamlined functional
organization will allow Quarterdeck to better coordinate its sales channels,
improve execution throughout the product life-cycle and accelerate the
integration of its comprehensive PC utilities and communications technologies.
Quarterdeck plans to divest or discontinue non-core products and continue to
pare excess General and Administrative and property costs remaining from
acquisitions. In addition, the company has introduced pay options for premium
technical support and plans to place increased emphasis on OEM, site-license,
international and on-line sales opportunities.

FOCUS ON CORE PRODUCT LINES
The product pipeline includes significant releases for all of Quarterdeck's
major products over the remainder of the year. These products include Procomm
Plus/RapidRemote, CleanSweep, Fix-It/WINProbe, Partition-It, QEMM, IWare and
WebCompass. Clear leaders in their categories, Procomm Plus is number one in
general communications; CleanSweep along with Remove-It place Quarterdeck as
number one among uninstallers; IWare is number one in web enabling for Novell
networks; and QEMM is a market leader in memory management. Other products are
oncoming challengers in high growth markets: Partition-It in the disk
partitioning category; and Fix-It/WINProbe in software and application
diagnostics and conflict resolution.

Most recently, Quarterdeck's WINProbe product earned PC Magazine's distinguished
Editor's Choice award in the 1997 Utility Guide April 8 issue; WebCompass,
recognized as a "flexible and powerful program" in PC Magazine's Utility Guide,
has also been awarded Network World's Blue Ribbon honor, receiving an 8.8 on the
ScoreCord, surpassing Internet FastFind, WebSeeker and EchoSearch in the
publication's March 17 issue.

FUTURE GROWTH OPPORTUNITIES
Quarterdeck is evolving its core utilities and communications product lines into
a rich portfolio of smart, targeted tools for networked personal computing,
whether on intranets or directly across the Internet. The company's goal is to
develop products that simultaneously enhance user performance, simplify system
management and reduce costs in the diverse PC networking environments that
increasingly dominate nearly all sectors of individual and corporate computing
and communications.

This fast-emerging new category for software tools leverages Quarterdeck's
technology heritage, i.e., problem diagnosis and resolution, storage management,
remote control of networked resources, inter-networking, and automated
information retrieval and management. This direction for future growth is also a
good fit for Quarterdeck's strong mix of retail distribution and direct
marketing capabilities.

ABOUT QUARTERDECK
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Quarterdeck Corporation is a developer and marketer of utilities and
communications software for small business, home office, corporate, government
and individual personal computer users. Its worldwide headquarters are in Marina
del Rey, California, with Dublin, Ireland serving as its European headquarters.
Further information on the company and its products may be obtained by calling
800-683-6696 toll free, or 813-523-9700, by accessing Quarterdeck's Web site at
http://www.quarterdeck.com, or by sending email requests to
[email protected].

                                    # # #

NOTE TO EDITORS: If you would like more information on Quarterdeck
Corporation and its products, please view the Quarterdeck Press Center at
http://www.quarterdeck.com/qdeck/press.

This release contains forward-looking statements which are made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Expressions of future goals and similar expressions such as "expected to" and
"plans", reflecting something other than historical fact are intended to
identify forward-looking statements, but are not the exclusive means of
identifying such statements. These forward-looking statements involve a number
of risks and uncertainties, including the timely development and market
acceptance of products and technologies, successful integration of acquisitions,
the ability to secure additional sources of financing, the ability to reduce
operating expenses and other factors described in the Company's filings with the
Securities and Exchange Commission. The actual results that the Company achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. The Company undertakes no obligations to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this release.

Quarterdeck, Procomm Plus, CleanSweep, Remove-It, QEMM and WebCompass are
registered trademarks of Quarterdeck Corporation or its subsidiaries.
RapidRemote, Fix-It, WINProbe, Partition-It and IWare are trademarks of
Quarterdeck Corporation or its subsidiaries. All other trademarks and tradenames
are the properties of their respective holders.


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TO CONTACT QUARTERDECK:

PRODUCT INFORMATION:    800-683-6696
                        813-523-9700
                        813-523-2391 FAX

ONLINE STORE:           http://www.qdeck.com/qdeck/howbuy

CUSTOMER SERVICE:       800-354-3222
                        573-443-3282
                        800-354-3329 FAX
                        [email protected] EMAIL

Q/FAX PRODUCT INFO.:    800-371-4566

TECHNICAL SUPPORT:      Forum.qdeck.com

WEB SITE:               http:/www.quarterdeck.com

COMPUSERVE:             GO QUARTERDECK



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