UNITED STATES
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) August 14, 1998
PREMIS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-12196 41-1424202
(Commission File Number) (IRS Employer Identification No.)
13220 County Road 6, Plymouth, Minnesota 55441
(Address of principal executive office)
(612) 550-1999
(Issuer's telephone number)
Item 5. OTHER EVENTS.
Effective August 3, 1998 PREMIS Corporation entered into a $6.5 million
Software License Agreement (the "Agreement") with NCR Corporation
("NCR") to provide its OpenStore software in support of the United
States Postal Service's POS ONE program. The Agreement supersedes the
Company's current POS ONE sub-contract with NCR and relieves the Company
from all existing and future obligations under the current sub-contract.
Under the terms of the Agreement a one-time software license fee will be
paid to the Company by NCR in two installments of $3,250,000. The first
license fee installment from NCR is due within 10 days of conditional
acceptance of the POS ONE application software. For the purpose of the
Agreement, conditional acceptance is deemed to occur as of NCR's receipt
of the Postal Service's written authorization to begin Stage I
production deployment. Stage I deployment is expected to begin in the
third quarter of calendar year 1998. The second installment is payable
no later than June 1, 1999, and is contingent upon NCR's receipt of an
order for Stage II application software as part of the POS ONE program,
which includes PREMIS OpenStore. The $6,500,000 one-time license fee
exceeds the amount anticipated under the former sub-contract for the
POS ONE program. The former sub-contract called for a payment of
approximately $2.2 million upon the USPS's final acceptance of the
application software for Stage I.
The Agreement grants NCR a perpetual worldwide license in the OpenStore
software for use only by the USPS and other postal customers. Other
postal customers includes any postal service of a foreign country, as
well as UPS, Federal Express, DHL, Mail Boxes Etc., Emory and any other
companies in competition with the foregoing companies in the market of
carrying mail or cargo. For five years from the effective date of the
Agreement, NCR's rights shall be exclusive as against both the Company
and any third party with respect to sublicensing the OpenStore product
to Postal Customers. After the five year period the Company may license
the OpenStore software to the postal services of any foreign country for
use outside the United States subject to certain restrictions as defined
in the Agreement.
The foregoing description is only a summary and is qualified in its
entirety to the Software License Agreement dated
as of August 3, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Current Report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City
of Plymouth, State of Minnesota, on August 14, 1998.
/S/ Richard R. Peterson
Richard R. Peterson
Chief Financial Officer
