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) August 31, 1995
SOFTKEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13069 94-2562108
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE ATHENAEUM STREET, CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices) (Zip Code)
(617) 494 - 1200
Registrant's telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 31, 1995, SoftKey International Inc.
(the "Company") acquired all of the issued and
outstanding capital stock of Future Vision Holding, Inc.,
a New York multimedia software company ("Future Vision"),
pursuant to the Stock Purchase Agreement dated as of July
17, 1995 (the "Stock Purchase Agreement") by and among
the Company, Flextech Holdings Pte Ltd, Harry Fox, Joseph
Abrams, Sol Rosenberg, Mathew Barlow, Samuel Zemsky, K.H.
Trustees Ltd., Seth Altholz and Shelly Abrahami.
Pursuant to the terms of the Stock Purchase
Agreement, all of the issued and outstanding shares of
common stock, par value $.01 per share, of Future Vision
were exchanged for an aggregate of 1,088,049 shares of
common stock, par value $.01 per share, of the Company,
subject to post-closing adjustment pursuant to the terms
of an escrow agreement.
The acquisition of Future Vision is intended to
be accounted for as a "pooling of interests" within the
meaning of Opinion No. 16 of the Accounting Principles
Board of the American Institute of Certified Public
Accountants. The Company expects to merge Future
Vision's New York operations into the Company's
Cambridge, Massachusetts facility, the merger and
reorganization costs of which have not yet been
determined.
The foregoing description of the terms and
provisions of the Stock Purchase Agreement is qualified
in its entirety by the Stock Purchase Agreement, Exhibit
2.1 hereto, filed as Exhibit 10.18 to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ending July 1, 1995 and is incorporated by reference
herein. A copy of the July 17, 1995 press release
announcing the Stock Purchase Agreement is attached as
Exhibit 99.1 hereto and is incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No. Description
2.1 Stock Purchase Agreement dated as of July
17, 1995 by and among SoftKey
International Inc., Flextech Holdings Pte
Ltd, Harry Fox, Joseph Abrams, Sol
Rosenberg, Mathew Barlow, Samuel Zemsky,
K.H. Trustees Ltd., Seth Altholz and
Shelly Abrahami (incorporated by reference
to Exhibit 10.18 filed with the
Registrant's Quarterly Report on Form 10-Q
for the quarterly period ending July 1,
1995)
99.1 SoftKey International Inc. Press Release
dated July 17, 1995
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOFTKEY INTERNATIONAL INC.
By:/s/ Neal S. Winneg
Neal S. Winneg, Esq.
Vice President, Secretary and
General Counsel
September 6, 1995
Exhibit Index
Exhibit Sequential
No. Description Page No.
2.1 Stock Purchase Agreement dated as of July
and among SoftKey International Inc.,
Flextech Holdings Pte Ltd, Harry Fox,
Joseph Abrams, Sol Rosenberg, Mathew
Barlow, Samuel Zemsky, K.H. Trustees Ltd.,
Seth Altholz and Shelly Abrahami
(incorporated by reference to Exhibit
10.18 filed with the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ending July 1, 1995)
99.1 SoftKey International Inc. Press Release
dated July 17, 1995
EXHIBIT 99.1
[ARTWORK]
CONTACT: R. SCOTT MURRAY
CHIEF FINANCIAL OFFICER
617-494-5861
FOR IMMEDIATE RELEASE
SOFTKEY INTERNATIONAL TO ACQUIRE FUTURE VISION HOLDING, INC.
Cambridge, MA, July 17, 1995 - SoftKey International Inc.
(Nasdaq: SKEY and TSE: SSK) today announced that it has signed
a definitive acquisition agreement to acquire Future Vision
Holding, Inc., a multimedia software company, in exchange for
the issuance of approximately 1.1 million shares of common
stock. Future Vision, which is privately held, had revenues
of approximately $11 million in its most recent fiscal year.
SoftKey expects to account for the acquisition as a pooling-
of-interests. The closing of the transaction is subject to
certain conditions, including expiration of applicable waiting
periods under pre-merger notification regulations.
SoftKey expects to merge the Future Vision New York operations
into its Cambridge facility, the merger and reorganization
costs of which have not yet been determined.
Future Vision publishes and distributes over 40 retail and 70
OEM multimedia software titles, including Infopedia, a
multimedia encyclopedia; Martial Arts Explorer; Leonardo, the
Inventor; the Heinemann Children's Encyclopedia; Me and My
World Picture Dictionary as well as a host of language
learning titles.
Michael Perik, SoftKey's Chairman and Chief Executive Officer
said, "Future Vision has an outstanding reputation and history
in the OEM market. We expect that the companies' combined OEM
sales force and OEM product offerings will allow SoftKey to
continue providing high quality service to its OEM customer
base. We also expect that Future Vision's retail titles, such
as Infopedia, will fuel the strong demand for more affordable
product offerings from our customer base."
Kevin O'Leary, SoftKey's President said, "One of Future
Vision's most attractive assets is its offshore multimedia
development studio. Located in Israel, the facility has on
staff a team of over 75 artists, animators and software
engineers with a track record of delivering state of the art
multimedia titles. SoftKey plans to use this development
group to continue to create high quality multimedia software
titles at low cost."
SoftKey International Inc. is ranked as one of the world's
largest consumer software publishers by the 1995 Soft-Letter
100. SoftKey develops, publishes and markets over 300
consumer software titles targeted at the home user in the
edutainment, lifestyle and productivity categories. SoftKey's
product offerings include popular titles such as Calendar
Creator Plus, Body Works 4.0, The American Heritage Talking
Dictionary, Sports Illustrated Swimsuit Calendar, MPC Wizard,
KeyCAD Complete, Mosby's Medical Encyclopedia, Time Almanac
and the Platinum jewel case, KeyKids and PowerPak lines.
SoftKey's products are sold in over 15,000 stores in over 40
countries in the retail, direct mail and OEM sales channels.
