<PAGE>
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): October 27, 1998
Xyvision
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
----------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-147447 04-2751102
- --------------------- ---------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
30 New Crossing Road
Reading, MA 01867
_____________________ -------------------------------
(Address of principal executive offices) (Zip Code)
(781) 756-4400
-------------------------------
(Registrant's telephone number including area code)
Not Applicable
-------------------------------
Former Name or Former Address, if Changed Since Last Report
1
<PAGE>
<PAGE>
Item 5. Other Events.
On October 27, 1998 Xyvision, Inc. (the "Company") announced that each of
the Rights representing the right to purchase one one-hundredth of a share of
the Company's Series A Junior Participating Preferred Stock upon the terms and
subject to the conditions set forth in the Rights Agreement, dated as of
October 19, 1988, by and between the Company and Mellon Bank N.A., as amended,
expired on October 26, 1998 pursuant to the terms of the Rights Agreement. The
Company has no current plans to adopt a new Stockholder Rights Plan.
The full text of the Company's press release is filed as Exhibit 99 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
See Exhibit Index attached hereto.
2
<PAGE>
<PAGE>
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 hereunto duly authorized.
Date: October 27, 1998 XYVISION, INC.
-------------------------------
(Registrant)
By: /s/ Wendy Darland
-------------------------------
Wendy Darland
Vice President, Chief Financial
Officer,
Secretary and Treasurer
3
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit
Number Description
- -- --------------
99 Press Release
</TABLE>
4
<PAGE>
<PAGE>
EXHIBIT 99
XYVISION, INC. ANNOUNCES EXPIRATION OF STOCKHOLDER RIGHTS PLAN
READING, MA - October 27, 1998. Xyvision, Inc. (OTCBB:XYVID) announced today
that each of the Rights representing the right to purchase one one-hundredth of
a share of the Company's Series A Junior Participating Preferred Stock upon the
terms and subject to the conditions set forth in the Rights Agreement, dated as
of October 19, 1988, by and between the Company and Mellon Bank N.A., as
amended, expired on October 26, 1998 pursuant to the terms of the Rights
Agreement. The Company has no current plans to adopt a new Stockholder Rights
Plan.
About Xyvision
Xyvision provides information management and document production solutions that
leverage the value of an organization's information assets and automate the
production of paper and digital documents. One of the earliest and most
established developers of publishing and information management solutions,
Xyvision markets products that are used by industry-leading aerospace and
automotive manufacturers, standards organizations, telecommunications
companies, publishers, and publishing service providers to produce reference
books, journals, catalogs, directories, financial and legal material and
technical manuals.
More information about Xyvision is available at http://www.xyvision.com.
<PAGE>
