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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
October 6, 2000
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Date of Report (date of earliest event reported)
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) (IRS Employer Identification Number)
275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
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(Address of Principal Executive Offices)
(650) 802-7888
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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Item 2. Acquisition or Disposition of Shares.
On October 6, 2000, CIC Acquisition Corp. ("Buyer"), a wholly-owned
subsidiary of Communication Intelligence Corporation (the "Company"),
acquired certain assets of PenOp Limited ("PenOp") and its subsidiary PenOp
Inc. ("PenOp USA" and together with PenOp, the "Sellers") pursuant to an
asset purchase agreement (the "Purchase Agreement"), dated as of September
29, 2000, by and among Buyer and the Sellers (the "Acquisition") for 4.7
million shares of common stock of the Company (the "Transaction Shares").
Out of the 4.7 million Transaction Shares issued to Sellers in
connection with the Acquisition, approximately 940,000 shares are being held
in escrow to cover potential indemnification claims of Buyer.
Pursuant to the Purchase Agreement, the Company agreed to file a
Registration Statement under the Securities Act of 1933, as amended (the
"Act"), covering the sale of the Transaction Shares no later than thirty (30)
days following the Closing Date and to use reasonable efforts to have the
Registration Statement declared effective as soon as reasonably practicable
thereafter.
At closing, Mr. Philip Sassower, Chairman of the Board of the Company,
and his designees, agreed to purchase from Sellers, in a private transaction,
an aggregate of 1,713,728 shares of common stock received by Sellers in
connection with the Acquisition for $3.3 million.
The Company incorporates by reference herein the matters announced in
the Company's press release dated October 10, 2000 (such press release is filed
as Exhibit 99.1 hereto).
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following documents are being filed herewith by the
Company as exhibits to this Current Report on Form 8-K:
2.1 Asset Purchase Agreement, dated as of September 29,
2000, by and among CIC Acquisition Corp., PenOp
Limited and PenOp Inc.
10.1 Guaranty, dated September 29, 2000, by and among
Communication Intelligence Corporation, PenOp Limited
and PenOp Inc.
10.2 Escrow Agreement, dated as of October 6, 2000, by and
among CIC Acquisition Corp., PenOp Limited, PenOp
Inc. and Citibank, N.A., as escrow agent.
99.1 Press release of the Company dated October 10, 2000.
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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.
Date: October 16, 2000
COMMUNICATION INTELLIGENCE CORPORATION
(Registrant)
By: /s/ Philip S. Sassower
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Philip S. Sassower
Chairman of the Board
& Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibits
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2.1 Asset Purchase Agreement, dated as of September 29, 2000, by
and among CIC Acquisition Corp., PenOp Limited and PenOp Inc.
10.1 Guaranty, dated September 29, 2000, by and among
Communication Intelligence Corporation, PenOp Limited and
PenOp Inc.
10.2 Escrow Agreement, dated as of October 6, 2000, by and among
CIC Acquisition Corp., PenOp Limited, PenOp Inc. and
Citibank, N.A., as escrow agent.
99.1 Press release of the Company dated October 10, 2000.
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