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 8, 1998
----------
1MAGE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
----------
Colorado 0-12535 84-0866294
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
6486 South Quebec Street
Englewood, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 694-9180
ITEM 5 - OTHER EVENTS
See the Registrant's press releases, labeled Attachments A and B,
attached hereto and incorporated by reference to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on October 19, 1998.
1MAGE SOFTWARE, INC.
By:/s/David R. DeYoung
David R. DeYoung
President
ATTACHMENT A
NEWS RELEASE
Contact: 1MAGE Software, Inc
303-773-1424
[email protected]
FOR IMMEDIATE RELEASE
1MAGE Delisted by Nasdaq
ENGLEWOOD, Colorado (October 8, 1998) - 1MAGE Software, Inc. (OTCbb-ISOL)
announced today that its common stock has been delisted from the Nasdaq
Small Cap Market, effective immediately. The determination to delist the
Company's securities was made by a Nasdaq Listing Qualifications Panel
(the "Panel") yesterday. The Company had requested an exception from the
recently increased requirements for continued listing; in particular the
net tangible assets/market capitalization/net income requirements as set
forth in NASD Marketplace Rule 4310(c)(2).
The Company has entered into a definitive merger agreement with SupraLife
International, Inc., a manufacturer and marketer of preventive health
products, whereby the Company intended to reestablish compliance with the
net income alternative standard for continued inclusion. In its decision,
the Panel acknowledged that the merger may allow the Company to regain
compliance with the requirements for continued listing, but the Panel was
not convinced that the merger transaction would permit the Company to
satisfy the requirements for initial inclusion, which it believed would be
applicable under the circumstances. The Panel invited the Company to re-
apply for listing on Nasdaq upon completion of the merger, if the combined
company satisfies the initial listing requirements.
1MAGE(R) is the leading provider of electronic document imaging systems to
end users of Ardent Software, Inc. 1MAGE(R) is marketed through a direct
sales force and through an international network of Value Added Resellers
(VARs). For additional information contact 1MAGE at 303.773.1424 or visit
its website at www.1mage.com.
ATTACHMENT B
NEWS RELEASE
Contact: 1MAGE Software, Inc
303.773.1424
[email protected]
FOR IMMEDIATE RELEASE
1MAGE, SupraLife Agree to Terminate Merger Agreement
ENGLEWOOD, Colorado (October 13, 1998) - 1MAGE Software, Inc. (OTCBB-ISOL)
announced today that the Company and SupraLife International have agreed
to terminate the merger agreement signed by both parties in July 1998. In
light of the recent delisting of 1MAGE's common stock from the Nasdaq
Small Cap Market and the generally negative reaction of 1MAGE's
shareholders to the proposed merger, particularly after the delisting, the
parties agreed that it was in their mutual interests to terminate the
agreement.
Image announced that it was canceling the special meeting of shareholders
scheduled for October 30 but that 1MAGE shareholders were encouraged to
contact the Company's officers with any questions they have concerning the
abandoned transaction or the Nasdaq delisting.
David DeYoung, 1MAGE 's president, stated "Much of the impetus for this
transaction came from our desire to preserve shareholder value by keeping
our 17 year Nasdaq listing and SupraLife's desire to become part of a
Nasdaq traded company." He added, " The 1MAGE Board of Directors
concluded that, after the Nasdaq delisting, the risks posed by giving up
effective control of the Company to SupraLife, coupled with the
substantial dilutive effect of the transaction on our existing
shareholders, outweighed the potential gains from the merger." Mr.
DeYoung said that the Company's core software business remained strong
notwithstanding the attention paid to the SupraLife transaction over the
past several months.
Statements expressing the beliefs and expectations of 1MAGE
management regarding future performance are forward-looking and involve
risks and uncertainties, including but not limited to: market demand for
products, the overall market demand for imaging software, maintenance of
adequate cash flow to sustain operations, quarterly fluctuations in
financial results, and other risk factors identified from time to time in
1MAGE's reports filed with the Securities and Exchange Commission, copies
of which may be obtained at www.sec.gov or by written request submitted to
1MAGE.
1MAGE(R) is the leading provider of electronic document imaging systems to
end users of Ardent Software, Inc. 1MAGE(R) is marketed through a direct
sales force and through an international network of Value Added Resellers
(VARs). For additional information contact 1MAGE at 303.773.1424 or visit
its website at www.1mage.com.
