UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 0-12196
PREMIS CORPORATION
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1424202
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
13220 County Road 6, Plymouth, Minnesota 55441
(Address of principal executive office)
(612) 550-1999
(Issuer's telephone number)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
The number of shares outstanding of the Issuer's Common Stock, $.01 par
value, was 4,733,552 as of December 31, 1998.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ]
PART 1 - FINANCIAL INFORMATION:
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PREMIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended
December 31, December 31,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
REVENUES:
Systems $ 474 $ 791 $ 4,313 $ 3,640
Maintenance and other services 250 413 739 1,283
------ ------ ------ ------
Total revenues 724 1,204 5,052 4,923
COST OF REVENUES
Systems 25 540 126 2,400
Support and other 82 168 345 498
------ ------ ------ ------
Total cost of revenues 107 708 471 2,898
------ ------ ------ ------
GROSS PROFIT 617 496 4,581 2,025
OPERATING EXPENSES
Selling, general and
administrative 494 796 1,580 2,217
Research and development 410 521 1,522 1,355
------ ------ ------ ------
Total operating expenses 904 1,317 3,102 3,572
------ ------ ------ ------
Operating income (loss) (287) (821) 1,479 (1,547)
Interest income, net 39 13 48 58
Other (expense) income 46 - 20 29
------ ------ ------ ------
NET INCOME (LOSS) BEFORE TAXES (202) (808) 1,547 (1,460)
Income tax (benefit) expense (41) - (46) 2
------ ------ ------ ------
NET INCOME (LOSS) $ (161) $ (808) $ 1,593 $ (1,462)
====== ====== ====== ======
Basic earnings (loss) per
share $ (.03) $ (.17) $ .34 $ (.31)
Diluted earnings (loss) per
share $ (.03) $ (.17) $ .33 $ (.31)
Shares used to compute:
Basic earnings (loss) per
share 4,734 4,714 4,732 4,714
Diluted earnings (loss) per
share 4,734 4,714 4,830 4,714
PREMIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 1998 March 31, 1998
----------------- --------------
(unaudited) (audited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,440 $ 1,360
Accounts receivable, net 344 610
Inventory 6 13
Prepaid expenses and other
current assets 232 408
Refundable income taxes - 149
--------- ---------
Total current assets 4,022 2,540
--------- ---------
Property and equipment, net 520 1,316
Note receivable 308 405
Software distribution rights, net 21 83
--------- ---------
TOTAL ASSETS $ 4,871 $ 4,344
========= =========
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 593 $ 608
Unearned revenue 653 858
Current portion of notes payable 47 82
Current portion of capital lease
obligation - 63
--------- ---------
Total current liabilities 1,293 1,611
--------- ---------
Long-term liabilities:
Capital lease obligation - 793
Notes payable 41 78
--------- ---------
Total long-term liabilities 41 871
--------- ---------
Shareholders' equity:
Common stock 47 47
Additional paid in capital 9,648 9,644
Accumulated deficit (6,239) (7,833)
Cumulative translation adjustment 81 4
--------- ---------
Total shareholders' equity 3,537 1,862
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 4,871 $ 4,344
========= =========
PREMIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
Nine Months Ended
December 31,
------------------------
1998 1997
-------- --------
OPERATING ACTIVITIES
Net income (loss) $ 1,593 $ (1,462)
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization 250 254
Gain on sale of fixed assets (86) -
Proceeds from note receivable 77 68
Changes in assets and liabilities:
Current assets 586 1,890
Current liabilities (161) (475)
-------- --------
Net cash provided by operating activities 2,259 275
-------- --------
INVESTING ACTIVITIES
Proceeds from the sale of property and equipment 16 -
Purchase of property and equipment (147) (166)
-------- --------
Net cash provided by (used in) investing
activities (131) (166)
-------- --------
FINANCING ACTIVITIES
Proceeds from the exercise of common stock options 4 2
Proceeds from note payable - 47
Repayment of bank line of credit - (194)
Repurchase of common stock - (61)
Capital lease obligations (46) (41)
Repayment of debt (63) (154)
-------- --------
Net cash (used in) financing activities (105) (401)
-------- --------
Effect of exchange rate changes on cash 57 (2)
Net increase in cash and cash equivalents 2,080 (294)
Cash and cash equivalents, beginning of
fiscal year 1,360 2,433
-------- --------
Cash and cash equivalents, end of period $ 3,440 $ 2,139
======== ========
PREMIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared by the Company without audit, with the exception of the
balance sheet for March 31, 1998, which was derived from audited
financial statements, and reflect all adjustments (consisting only of
normal and recurring adjustments and accruals) which are, in the
opinion of management, necessary to present a fair statement of the
results for the interim periods presented. The statements have been
prepared in accordance with the regulations of the Securities and
Exchange Commission, but omit certain information and footnote
disclosures necessary to present the statements in accordance with
generally accepted accounting principles. The results of operations
for the interim periods presented are not necessarily indicative of the
results to be expected for the full fiscal year. These condensed
consolidated financial statements should be read in conjunction with
the Financial Statements and footnotes thereto included as an exhibit
to the Company's Annual 10-KSB Report for the fiscal year ended
March 31, 1998.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
3. NET INCOME (LOSS) PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share", which was adopted on
December 31, 1997. All earnings (loss) per share amounts for all
periods have been presented, and where necessary, restated to conform
to the Statement 128 requirements. Shares used in the net income
(loss) per share calculation are as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Shares in (000's) used to compute:
Basic earnings (loss) per share 4,734 4,714 4,732 4,714
Dilutive common stock equivalents -- -- 98 --
----- ----- ----- -----
Dilutive earnings (loss) per share 4,734 4,714 4,830 4,714
===== ===== ===== =====
Basic earnings (loss) per share is computed on the basis of the
weighted average number of common shares outstanding. Diluted
earnings (loss) per share does not include the effect of outstanding
stock options and warrants in a loss period as they are anti-dilutive.
4. COMPREHENSIVE INCOME (LOSS)
The Company adopted Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income ("SFAS No. 130"), effective
April 1, 1998. SFAS No. 130 requires that items defined as other
comprehensive income, such as foreign currency translation adjustments,
be separately classified in the financial statements and that the
accumulated balance of other comprehensive income be reported
separately from retained earnings and additional paid-in capital in the
equity section of the balance sheet. The components of comprehensive
income for the three and six months ended December 31, 1998 and
1997 (in 000's) are as follows:
Three Months Ended Nine Months Ended
December 31, December 31,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Comprehensive income (loss):
Net income (loss) $(161) $(808) $ 1,593 $(1,462)
Other comprehensive income (loss):
Foreign currency translation
adjustments (12) 2 77 (2)
----- ----- ------- -------
Comprehensive income (loss) $(173) $(806) $ 1,670 $(1,464)
===== ===== ======= =======
5. SEGMENT DISCLOSURES
The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS No. 131"), effective April 1, 1998. SFAS No. 131 requires public
companies to report certain information about operating segments in
their financial statements, and establishes related disclosures about
products and services, geographic areas and major customers.
SFAS No. 131 does not need to be applied to interim financial
statements in the initial year of application; however, comparative
information for interim periods in the initial year of application
will be reported in the financial statements for interim periods in
fiscal 2000.
6. SOFTWARE REVENUE RECOGNITION
In November 1997, the Financial Accounting Standards Board issued
Statement of Position ("SOP") 97-2 "Software Revenue Recognition" to
replace SOP-91-1. The Company adopted SOP 97-2 in the first quarter of
fiscal 1999 and it has not had a material impact on revenue recognition
in fiscal 1999, to date.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking Statements
The statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, except for the
historical information contained herein, are forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created by that
statute. Such statements are subject to certain risks and
uncertainties, some of which are discussed below. Other factors that
could cause actual results to differ materially from those described
in the forward-looking statements include: volatility in the demand
and price for retail software systems; the risk of postponement of
delivery dates and corresponding payment dates for system orders; the
risk of order cancellations; the risk of delays in introducing new
software products; and the market's acceptance of such products.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained in this Report, since such statements necessarily
reflect the knowledge and belief of the Company which speak as to
matters only as of the date hereof. The Company does not undertake, and
shall have no obligation, to publicly release the results of any
revisions to these forward-looking statements which may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Results of Operations
Revenue. The Company's revenues are divided into two categories:
systems revenues and maintenance and other services revenues. Systems
revenues are composed principally of software license, hardware,
long-term system development contracts and U.S. Postal Service ("USPS")
site installation revenues. Maintenance fees and other revenue are
composed principally of system maintenance contracts. The Company
records revenues from software licenses, hardware and site
installations upon the completion of services and customer acceptance.
Revenues under long-term system development contracts are recognized
over the period the Company satisfies its obligation using the
percentage-of-completion method of accounting. Progress on the
contracts is measured by the percentage of cost incurred to date to
the total estimated cost of each contract. Revenues derived from
system maintenance contracts are deferred and recognized ratably over
the contract period, which is typically twelve months.
Total revenues decreased by 40 percent to $724,000 for the third
quarter of fiscal 1999, down from $1,204,000 in the same period of
fiscal 1998. For the nine months ended December 31, 1998, total
revenues increased 3 percent to $5,052,000 from $4,923,000 in fiscal
1998. Systems revenues for the nine month period ended
December 31, 1998 included license fees of $3,250,000 under an
agreement with NCR Corporation permitting NCR to employ PREMIS'
commercial OpenStore technology in the U. S. Postal Service's POS ONE
program. For the nine month period ended December 31, 1998,
maintenance and other services revenues declined 42 percent to
$739,000 from $1,283,000.
The Company derives a substantial amount of its revenues from a small
number of customers. Accordingly, the timing of product deliverables
and amount of services performed for these customers may cause the
Company's systems revenues to fluctuate widely. The Company expects
continued volatility in systems revenues throughout the remainder of
fiscal 1999.
Gross Profit. Gross profit increased to $617,000 in the third
quarter of fiscal 1999 up from $496,000 in the same period of
fiscal 1998. Gross profit as a percentage of revenue increased to
85 percent in the third quarter of fiscal 1999 from 41 percent in the
third quarter of fiscal 1998. Gross profit increased to $4,581,000
for the nine months ended December 31, 1998, up from $2,025,000 in the
same period of fiscal 1998. As a percentage of revenue, gross profit
was 91 percent and 41 percent for the nine months ended
December 31, 1998 and December 31, 1997, respectively. The increase
in the margin for both the three and nine months ended
December 31, 1998 in absolute dollars and as a percentage of revenue is
primarily attributable to the recognition of the $3,250,000 license fee
related to the Software License Agreement with NCR Corporation and the
sale of custom developed source code during fiscal 1999. The Company
expects gross profit to fluctuate widely based on the level and
composition of revenues.
Selling, General And Administrative. Selling, general and
administrative expenses decreased by 38 percent to $494,000 in the
second quarter of fiscal 1999 down from $796,000 in the same period of
fiscal 1998. Selling, general and administrative expenses decreased
by 29% for the nine month period ended December 31, 1998 to $1,580,000,
down from $2,217,000 in the same period of fiscal 1998. The decline is
primarily attributed to a reduction in administrative personnel and
related costs.
Research And Development. Research and development expense for the
third quarter and nine month period ended December 31, 1998 was
$410,000 and $1,522,000, respectively. This compares to $521,000 and
$1,355,000 for the three and nine month periods ended December 31, 1997.
The increase in research and development expenditures for the three and
nine month periods are related to the continued development and
enhancement of the PREMIS OpenEnterprise suite of products, which
includes PREMIS OpenStore, PREMIS OpenOffice and PREMIS OpenNet.
Interest And Other Income. The difference in interest income between
periods reflects interest earned on investments, as well as interest
earned on the 5-year 12% note receivable in the original amount of
$651,000 related to the licensing in fiscal 1997 of ADVANTAGE, the
Company's Food Brokerage Technology. Such note is due and payable in
monthly installments of $14,481. The interest income is off-set by
interest expense on various debt instruments, including the Company's
building capital lease obligation. Other income for the three and nine
month periods ended December 31, 1998 was primarily due to a gain on
the early retirement of the Company's capital lease obligation related
to its U.S. operating facility. Such gain was off-set by foreign
currency losses resulting from the Canadian subsidiary's investments
held in US dollar accounts. These foreign exchange losses were
partially off-set by foreign currency gains on US dollar receivables
held by the Canadian subsidiary. Other income for the nine month
period ended December 31, 1997 was primarily generated from a
sub-leasing arrangement for a portion of the Company's U.S. office
facility. The sub-leasing arrangement expired on June 30, 1997.
Income Tax Expense. Although the Company had net income of $1,593,000
for the nine month period ending December 31, 1998, no income tax
expense was recorded, since the Company believes its net operating loss
carryforwards and Canadian research and development tax credits are
adequate to offset current period earnings. Income tax (benefit)
expense was ($46,000) and $2,000 for the nine month periods ended
December 31, 1998 and 1997, respectively. The Company has not
previously recorded any deferred tax asset and related income tax
benefit associated with its accumulated net operating losses or
research and development credits. The determination not to record such
deferred tax asset in prior periods was based on management's belief
that it was not more likely than not that such deferred tax asset would
be realized in future periods. The Company had no deferred tax asset
or liability recorded as of December 31, 1998.
Liquidity and Capital Resources
The Company's cash and cash equivalents increased by $2,080,000 from
March 31, 1998 to December 31, 1998. The increase resulted from the
receipt of a license payment of $3,250,000 under a software license
agreement dated August 3, 1998 with NCR Corporation during the second
quarter of fiscal 1999. As of December 31, 1998, the Company had
working capital of $2,729,000 compared to working capital of $929,000
at March 31, 1998.
On February 8, 1998, the Company publicly announced that it will propose
the liquidation of the Company to its shareholders. To protect
shareholder assets, the Company will wind down its Canadian subsidiary
and consolidate its operations in the United States pending a
shareholder vote on liquidation of the Company's assets. See Part 2
Item 6(b) for information regarding the Company's decision to seek
shareholder approval for the liquidation and dissolution of the Company.
Capital expenditures for property and equipment in the first nine
months of fiscal 1999 were $147,000. These expenditures primarily
consisted of construction related costs for the Company's Canadian
office facility. Other capital expenditures consisted of computers and
related equipment.
Prior to January 1, 1999, the Company occupied its headquarters in
Plymouth, Minnesota pursuant to a lease, effective September 1, 1996,
with a limited liability partnership controlled by two persons who are
officers, directors, and principal shareholders of the Company. The
lease provided for approximately 22,000 square feet of space at a
minimum monthly base rent of $13,477. As of December 31, 1998, the
limited liability partnership sold the entire premises to a third party.
In connection with the sale the lease between the Company and the
limited liability partnership was terminated. Effective
January 1, 1999, the Company entered into a new 36 month lease term
with the same third party buyer for approximately 7,000 square feet
at a minimum monthly base rent of $4,333.
As of January 1, 1999, the Company's Canadian subsidiary entered into a
subleasing arrangement with a third party to sublease the subsidiary's
entire 19,893 square foot office facility. The term of sublease
corresponds to the Canadian subsidiary's original 10 year lease term for
such office space. The minimum monthly rental rates for the first
twelve months of the sublease are below the original lease rates.
Subsequent to the first twelve months the rental rates are either equal
to or greater than the original lease rates.
Effective January 1, 1999, the Canadian subsidiary entered into a new
lease for different premises comprising approximately 8,300 square feet
at a minimum monthly rent of CDN$7,463 during calendar 1999, CDN$9,555
during calendar 2000, CDN$10,252 during calendar 2001 and CDN$10,601
for the balance of the lease term. The lease term expires
January 30, 2006, with one option to cancel at the end of year 5.
Under the software license agreement with NCR Corporation 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 was
received during the second quarter of fiscal 1999. The second
installment is payable no later than June 1, 1999, but only if NCR
receives an order for Phase II application software as part of the
POS ONE program, which includes PREMIS OpenStore. As of
February 15, 1999 the POS ONE program continues to rollout Phase I
systems and an order for Phase II application software has not yet been
awarded to NCR. 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 between the Company and NCR called for a
payment of approximately $2.2 million upon the USPS's final acceptance
of the application software for Phase I.
At its current level of operations, the Company believes that its
existing cash and cash equivalents are sufficient to meet the Company's
current working capital and capital expenditure requirements through at
least the next 12 months. However, see Part 2 Item 6(b) for information
regarding the Company's decision to seek shareholder approval for the
liquidation and dissolution of the Company.
Year 2000 Compliance
Background. Some computers, software, and other equipment include
programming code in which calendar year data is abbreviated to only two
digits. As a result of this design decision, some of these systems
could fail to operate or fail to produce correct results if "00" is
interpreted to mean 1900, rather than 2000. These problems are widely
expected to increase in frequency and severity as the year 2000
approaches and are commonly referred to as the "Millenium Bug" or
"Year 2000 Problem".
Assessment. The Year 2000 Problem could affect computers, software,
and other equipment used, operated, or maintained by the Company as well
as software developed and sold by the Company. Accordingly, the Company
is reviewing its internal computer programs and systems and its products
to ensure that the programs and systems will be Year 2000 compliant.
As more fully described below, the Company presently believes that its
internal computer systems and its products are or will be Year 2000
compliant in a timely manner. However, while the estimated cost of
these efforts are not expected to be material to the Company's
financial position or any year's results of operations, there can be
no assurance to this effect.
Software Sold to Customers. The Company believes it has substantially
identified and resolved all potential Year 2000 Problems with any of
the software products which it currently develops and markets.
Currently, the Company only develops and markets software products
which were originally developed as Year 2000 compliant. However,
management also believes that it is not possible to determine with
complete certainty that all Year 2000 Problems affecting the Company's
software products have been identified or corrected due to complexity
of these products and the fact that these products interact with other
third party vendor products and operate on computer systems which are
not under the Company's control.
The Company has previously installed custom software point of sale
solutions for retail customers which are not Year 2000 compliant. The
Company has or continues to be in discussions with customers regarding
options to modify these previously installed systems to comply with
Year 2000 requirements. However, the Company does not believe it has
any contractual obligation to provide such services to customers of
previously installed systems. Any Year 2000 work performed by the
Company in connection with previously installed systems is separately
contracted for by the customer. To date these customers have
decided to either purchase the source code or contract with the Company
directly to perform work related to Year 2000 issues. The Company
does not consider the Year 2000 obligation with respect to these
previously installed systems to be material to its business operations.
Internal Infrastructure. The Company believes that it has reviewed and
assessed all of the major computers, software applications, and related
equipment used in connection with its internal operations that would
potentially require modification, upgrade, or replacement to minimize
the possibility of a material disruption to its business. The
Company's internal review of such systems did not identify any material
Year 2000 problems.
Systems Other than Information Technology Systems. In addition to
computers and related systems, the operations of office and facilities
equipment such as fax machines, photocopiers, telephone switches,
security systems, and other common devices may be affected by the
Year 2000 Problem. The Company is currently assessing the potential
effect of, and costs of mitigating, the Year 2000 Problem on its office
and facilities equipment.
The Company estimates the total cost to the Company of completing any
required modifications, upgrades, or replacements of these internal
systems will not have a material adverse effect on the Company's
business or results of operations.
The Company does not have a comprehensive contingency plan with respect
to the Year 2000 Problem, but intends to establish such a plan during
calendar 1999 as part of its on-going Year 2000 compliance effort.
Based on the activities described above, the Company does not believe
that the Year 2000 Problem will have a material adverse effect on the
Company's business or results of operations.
Disclaimer. The discussion of the Company's efforts, and management's
expectations, relating to Year 2000 compliance are forward-looking
statements. The Company's ability to achieve Year 2000 compliance and
the level of incremental costs associated therewith, could be adversely
impacted by, among other things, the availability and cost of
programming and testing resources, vendors' ability to modify
proprietary software, and unanticipated problems identified in ongoing
internal compliance reviews.
PART 2 - OTHER INFORMATION:
ITEM 1. LEGAL PROCEEDINGS
In September 1997, the Company commenced legal proceedings against
Edward W. Anderson and Robert E. Ferguson, the former owners of
REF Retail Systems Corp. ("REF") which the Company acquired on
October 1, 1996, seeking damages in an unspecified amount related to
alleged breaches of the agreement for the purchase of REF, and related
matters. Additionally, the Anderson claim sought to annul and declare
void an employment agreement with Mr. Anderson dated October 1, 1996.
Mr. Anderson ceased to be employed by the Company as president and
chief executive officer of PREMIS Systems Canada Incorporated
(formerly, REF) effective July 15, 1997. Mr. Ferguson resigned as an
officer, director and employee of REF on October 1, 1996 in connection
with the Company's acquisition of REF. The legal proceeding against
Mr. Anderson was filed in the United States District Court, District of
Minnesota, Fourth Division on September 16, 1997
(Case No. 97-2087 MJD/AJB). The legal proceeding against Mr. Ferguson
was filed in the Ontario Court of Justice, General Division on
September 22, 1997 (Case No. 97-CV-132581). The Ferguson suit has not
been settled as of February 15, 1999.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(A) EXHIBITS
None.
(B) REPORTS ON FORM 8-K
The Company filed a report on Form 8-K dated February 9, 1999
related to the closing of its Canadian subsidiary and pending
shareholder vote on complete liquidation and dissolution of the
Company. The Company expects to mail proxy materials to
shareholders of record as of March 22, 1999 regarding the proposal
for complete liquidation and dissolution of the Company no later
than March 22, 1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: February 15, 1999
PREMIS CORPORATION
(Registrant)
/S/ F. T. Biermeier
F. T. Biermeier
Chairman and Chief Executive Officer
/S/ Richard R. Peterson
Richard R. Peterson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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