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): May 18, 1998
Interface Systems, Inc.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-10902 38-1857379
(Commission File Number) (IRS Employer
Identification No.)
5855 Interface Drive, Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 769-5900
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 19, 1998, Interface Systems, Inc. issued a press release
announcing the sale of the distribution business of its U.K. subsidiary,
Interface Systems International Ltd., to Fayrewood plc. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release.
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.
May 19, 1998 INTERFACE SYSTEMS, INC.
/s/ Robert A. Nero
-------------------------
By: Robert A. Nero
President
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Interface Systems Announces Sale of Distribution Business
ANN ARBOR, Mich., May 19 /PRNewswire/ -- Interface Systems, Inc.
(Nasdaq: INTF) today announced the sale of the distribution business of its
U.K. subsidiary, Interface Systems International Ltd. (ISIL) to Fayrewood
plc, a U.K. company quoted on the Alternative Investment Market of the
London Stock Exchange.
The consideration of $3.6 million is approximately equal to 83% of
the net assets sold and is subject to audit. The net assets sold, estimated
at $4.3 million, consist of accounts receivable, inventory and fixed assets,
net of accounts payable. The consideration is payable in cash with an
initial payment of $2.9 million and the balance of the consideration due in
approximately 60 days upon completion of an audit of the net assets sold.
Interface expects to record a charge of approximately $1.8 million in the
quarter ended March 31, 1998 for the loss on sale and related expenses.
Interface President and CEO, Robert A. Nero, said, "The divestiture
of the distribution business is a major step in our corporate restructuring.
It will allow us to accelerate the development and expansion of our core
software business, and it reinforces our intent to dramatically narrow our
focus, while improving our profitability. With the sale, we gain
considerably more flexibility to pursue strategic software and services
initiatives designed to add value and build revenue more rapidly."
Interface Systems expects to report on its results for the quarter
ended March 31, 1998, incorporating the results of the sale, no later than
May 20, 1998.
Interface provides software-based tools and solutions for mainframe
document distribution and host connectivity. With more than 30 years of
experience, Interface works closely with companies to help them extend the
life, the reach, and the value delivery of their legacy applications.
Interface Systems is headquartered in Ann Arbor, Michigan, and markets its
products worldwide.
Interface Systems was advised by Barons Financial Services Limited
in Geneva, Switzerland and London, U.K.
Uncertainties Relating to Forward-Looking Statements
This press release contains "forward-looking statements" within the
meaning of the Securities Exchange Act of 1934, as amended, based on current
management expectations. Actual results could differ materially from those
in the forward-looking statements due to a number of uncertainties,
including, but not limited to: the results of the audit of the net assets
of ISIL sold, general economic conditions particularly related to demand for
the Company's products and services, changes in Company strategy, product
life cycles, competitive factors (including the introduction or enhancement
of competitive products), pricing pressures, component price increases,
delays in introduction of planned hardware and software products, software
defects and latent technological deficiencies in new products, changes in
operating expenses, inability to attract or retain sales and/or engineering
talent, changes in customer requirements and evolving industry standards.
All Company, brand and product names are or may be trademarks of
their respective holders.
Contact: Bob Nero of Interface, 734-769-5900, ext. 1740
