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)
February 08, 1999
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.
On February 04, 1999, the Board of Directors of the Company voted
to discontinue the Company's operations, as discussed in the press
release issued February 08, 1999 (a copy of which is attached
as Exhibit 1) and to seek shareholder approval of liquidation and
dissolution of the Company.
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 Plymouth, State of Minnesota, on February 08, 1999.
/S/ Richard R. Peterson
Richard R. Peterson
Chief Financial Officer
(Principal Accounting Officer)
EXHIBIT 1
FROM: FOR:
Swenson NHB Investor Relations PREMIS Corporation
1300 Fifth Street Towers, 150 S. 5th St. 13220 County Road 6
Minneapolis, Minn. 55402 Plymouth, Minn. 55441
Contact: Tom Langenfeld Contact: Rich Peterson,CFO
612-371-0000 612-550-1999
FOR IMMEDIATE RELEASE
PREMIS Corporation to Seek Shareholder Approval for
Liquidation of Assets
MINNEAPOLIS, Feb. 08 - The board of directors of PREMIS
Corporation (OTC Bulletin Board:PMIS) announced today 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. The company expects to mail proxy materials
regarding the proposal no later than March 22.
This decision follows the unsuccessful exploration of
various options by the company, including a search for a
corporate partner, strategic alliance or buyer for the company.
The company's initial strategy was the development of
OpenEnterprise, which has three primary components: PREMIS
OpenStore, a comprehensive in-store-point-of-sale and back office
system; PREMIS OpenNet, a unified family of communications and
PREMIS networking products to expand headquarters operations out
to the stores; and PREMIS OpenOffice, an integrated head office
retail management system.
"We believe we have a competitive product offering under
development but we have reluctantly concluded we lack the resources
to complete development and build a strong sales and marketing
effort simultaneously," said Fritz Biermeier, president and
chief executive officer. "We will continue to seek a buyer
for the software technology. We expect the net assets in the
near timeframe to be not less than 90 cents per share, which
is the current market valuation of the company at the close
of business on Feb. 5, 1999. This per share estimate includes
the receipt of the second payment of $3.25 million under the
company's contract with NCR Corporation, a payment which is
expected but not guaranteed."
The per-share estimate may also be affected by the tax
treatment of distributions by the U. S. and Canadian tax authorities,
the company said.
Pending approval to liquidate, the company intends to lay
off most of its employees by the end of May 1999 and complete
the majority of its wind-down efforts by the end of July 1999.
The company currently employs 31 people in its Canadian operations,
11 in the United States.
The company said its obligations to creditors will be satisfied
with existing resources. The company anticipates that the members
of the board of directors and management will resign upon the
completion of the process of winding down operations.
The press release may contain forward-looking statements that are
made in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Future events may involve
risks and uncertainties, among which are uncertainties related to
the final development and market acceptance of proposed new
products, actions by competitors which could affect sales,
shareholder approval of proposed corporate actions, satisfaction
of the conditions for receipt of the additional payment under
the Company's contract with NCR Corporation, management of
product transitions, the Company's ability to control costs, tax
treatment of distributions by U. S. and Canadian tax authorities
and the Company's ability to liquidate its assets on terms
favorable to its shareholders. These forward-looking statements
involve risks and uncertainties, and actual results may be
different. In addition, the results of the Company continue to
be highly dependent upon the timing of customer orders. The delay
in any customer order could have a material adverse impact on
the results of the company.
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02/08/99
