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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): September 11, 1997
Communication Intelligence Corporation
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-19301 94-2790442
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(Commission File Number) (I.R.S. Employer Identification No.)
275 Shoreline Drive, Suite 520, Redwood Shores, CA 94065
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 802-7888
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On September 11, 1997, Communication Intelligence Corporation (the
"Company") and Gerard Klauer Mattison & Co., Inc. ("GKM") entered into an
engagement letter pursuant to which GKM will provide financial advisory
services to the Company on an exclusive basis for a period of one year, subject
to the terms and conditions contained therein. Pursuant to the engagement
letter, GKM will, among other things, review and analyze the Company's current
financial condition, prepare an assessment of the Company's financial
prospects and expected financing requirements and provide the Company with
recommendations in order to maximize value for the Company's stockholders.
The engagement letter requires GKM to present a report to the Board of
Directors by December 11, 1997 and, subject to conditions, GKM may assist
the Company in raising funds.
In addition to compensation to be paid to GKM, the engagement letter
contains additional terms and conditions including, among other things, a
conditional right of first refusal to act as the Company's exclusive
underwriter, placement agent and financial advisor in connection with
investment banking services, to the extent that the Company decides to
engage an investment bank or other financial advisor, and indemnification
provisions.
The Company has also engaged the executive search firm of Swartz &
Associates, Inc. to assist the Company in its search for a new Chief
Executive Officer and Chief Financial Officer. James Dao, Chairman and
founder of the Company, will be focusing his full-time efforts on expanding
the Company's activities in China. While the Company is conducting its
search, management decisions will be made by the Executive Committee with the
guidance of the Company's Operating Committee, comprised of a broad-based
group of top executives of the Company and several board members.
The Company incorporates herein by reference the matters described in the
press release of the Company dated September 17, 1997 (annexed hereto as
Exhibit 99.1).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 - Press release of the Company dated September 17, 1997.
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SIGNATURES
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.
COMMUNICATION INTELLIGENCE CORPORATION
Date: September 19, 1997 By: /s/ Francis V. Dane
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Name: Francis V. Dane
Title: Vice President
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT PAGE NO.
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99.1 Press release of the Company dated September 17, 1997.
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Exhibit 99.1
COMMUNICATION INTELLIGENCE CORPORATION
RETAINS GERARD KLAUER MATTISON & CO. AS ITS EXCLUSIVE INVESTMENT BANKER
AND CONDUCTS A SEARCH FOR A CEO AND CFO
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REDWOOD SHORES, CA, September 17, 1997 - (Nasdaq:CICI) Communication
Intelligence Corporation ("CIC" or the "Company") today announced that it has
retained the investment banking firm of Gerard Klauer Mattison & Co.,
("GKM"), on an exclusive basis, to review financial and strategic
alternatives for the Company with the intention of maximizing shareholder
value.
The Board of Directors has also determined that it should expand CIC's
current management team and Board of Directors, and has retained the
executive search firm of Swartz & Associates, Inc. of Scottsdale, Arizona to
seek both a new Chief Executive Officer and Chief Financial Officer. James
Dao, Chairman and founder of CIC, will focus his full-time efforts on
expanding the Company's activities in China and developing strategic
alliances for this potentially large market. The Company has determined that
the current stage of development of its Chinese subsidiary, CICC, requires a
major commitment from Mr. Dao and he will play an important role in helping
CICC penetrate the Asian markets through its System Integration business,
core technology and proprietary hardware. While Swartz & Associates is
conducting its search for a new Chief Executive Officer and Chief Financial
Officer, management decisions will be made by the Executive Committee with
the guidance of CIC's
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Operating Committee, comprised of a broad-based group of top executives of CIC
and several board members.
Philip Sassower, Chairman of the Executive Committee of CIC said, "As part of
our business strategy, we are allocating our resources to those targets of
opportunity which are likely to produce the most favorable results for CIC and
its shareholders. We are pleased to have retained the services of the
investment banking firm of Gerard Klauer Mattison & Co. and on behalf of the
Board of Directors and shareholders of CIC, we applaud James Dao for his
decision to spearhead the development of CIC's important China subsidiary at a
time when it is poised for growth."
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GERARD KLAUER MATTISON & CO., INC. (GKM) Founded in 1989, GKM has managed over
$2.2 billion of public offerings and private placements and has advised in
approximately $1.5 billion of transactions, including mergers and acquisitions,
bankruptcies and buyouts. GKM is headquartered in New York and has offices in
Boston and Chicago.
COMMUNICATION INTELLIGENCE CORPORATION develops, markets, and licenses
natural input computer technology-products that use pen and image for input.
Founded in 1981, CIC is a leading supplier of pen computing software products
to hardware manufacturers throughout the world. The Company's products
include Handwriter-Registered Trademark- Recognition System and Jot-TM-
handwriting recognition solutions. In addition, CIC developed the
SigCheck-TM- dynamic signature verification software which facilitates
reliable user authentication over computer networks. CIC also markets the
Handwriter-Registered Trademark-for Windows-Registered Trademark- peripheral
input device product enabling users to have pen computing capabilities on
their desktop and laptop personal computers.
More information about CIC and its products can be obtained on the Internet:
http://www.cic.com. CIC is headquartered in Redwood Shores, California, and
has subsidiaries in Japan and China. CIC's stock is publicly traded on
Nasdaq, symbol CICI.
Note: All company and product names used herein are trademarks or registered
trademarks of their respective owners.
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