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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
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): June 9, 1995
SOFTKEY INTERNATIONAL INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-13069 94-2562108
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
One Athenaeum Street, Cambridge, MA 02142
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (617) 494-1200
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
Total Number of Pages: 4. Exhibit Index Appears on Page 2.
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Item 5. Other Events.
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On June 9, 1995, SoftKey International Inc., a Delaware corporation
(the "Company"), announced the filing of a registration statement for a public
offering of 2,424,044 shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"). Of the shares of Common Stock to be offered,
2,000,000 will be sold by the Company and 424,044 will be sold by certain of
its existing stockholders. In addition, the Company will grant the
underwriters a 30-day option to purchase up to 363,607 shares of Common Stock.
The press release announcing the filing of the registration statement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibits.
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99.1 Press Release dated June 9, 1995
2
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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.
SOFTKEY INTERNATIONAL INC.
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(Registrant)
By: /s/ R. Scott Murray
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R. Scott Murray
Chief Financial Officer
June 12, 1995
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(Date)
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EXHIBIT 99.1
Contact: R. Scott Murray
Chief Financial Officer
SoftKey International Inc.
(617) 494-5861
For Immediate Release
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SoftKey Files Registration Statement
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For Offering of 2,424,044 Shares of Common Stock
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CAMBRIDGE, MA., June 9, 1995 - SoftKey International Inc. (NASDAQ: SKEY, TSE:
SSK) today announced the filing of a registration statement for a public
offering of 2,424,044 shares of common stock. Managing underwriters for the
offering are Montgomery Securities, Adams, Harkness & Hill, Inc. and CS First
Boston Corporation. In addition, SoftKey will grant the underwriters a 30-day
option to purchase up to 363,607 additional shares.
Of the shares to be offered, 2,000,000 will be sold by the Company and 424,044
will be sold by certain of its stockholders. The net proceeds of the offering
are expected to be used for acquisitions and strategic alliances, to reduce
outstanding indebtedness and for working capital and other corporate purposes.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such State.
Copies of the preliminary prospectus may be obtained through Montgomery
Securities, 600 Montgomery Street, San Francisco, California 94111.
SoftKey International Inc. develops, publishes and markets more than 250 titles
for the consumer software market including Time Almanac, American Heritage
Talking Dictionary, Sports Illustrated Swimsuit Calendar, Mosby's Medical
Encyclopedia, BodyWorks 4.0 and the Platinum line of jewel-case only software.
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