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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) January 17, 1997
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TOUCHSTONE SOFTWARE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 000-12969 94-3778226
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2124 Main Street, Suite 250, Huntington Beach, California 92648
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (714) 969-7746
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None
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On January 17, 1997, TouchStone Software Corporation (the
"Registrant") announced that it had changed its state of incorporation from
California to Delaware effective as of such date. This change was accomplished
by means of a merger of TouchStone Software Corporation ("TouchStone
California") into its wholly owned Delaware subsidiary, Touchstone ("TouchStone
Delaware"). The reincorporation proposal was approved by shareholders of
TouchStone California at the Company's annual meeting of shareholders on
December 16, 1996, which was adjourned until January 17, 1997.
Upon the effective date of the reincorporation, each outstanding share
of TouchStone California Common Stock was automatically converted into one
share of TouchStone Delaware Common Stock. Each stock certificate representing
issued and outstanding shares of TouchStone California Common Stock continues
to represent the same number of shares of TouchStone Delaware Common Stock.
Authorized Stock
The Certificate of Incorporation of TouchStone Delaware authorizes
23,000,000 shares of capital stock, $0.001 par value, which consists of
20,000,000 shares of Common Stock and 3,000,000 shares of Preferred Stock. The
Articles of Incorporation of TouchStone California provided for the same number
of shares of Common and Preferred Stock, each with a $0.001 par value.
Each share of the Common Stock is entitled to one vote on all matters
to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding Preferred Stock, the holders of the Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the Registrant, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights of Preferred
Stock, if any, then outstanding. The Common Stock has no preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to the Common Stock. All outstanding shares
of Common Stock are fully paid and nonassessable, and the shares of Common
Stock to be outstanding upon completion of this offering will be fully paid and
nonassessable.
The Certificate of Incorporation of TouchStone Delaware authorizes the
Board of Directors to fix the rights, preferences, privileges and restrictions
of one or more series out of the authorized shares of Preferred Stock (which
would include dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences) without further vote or action by the
stockholders, as did the Articles of Incorporation of TouchStone California.
Issuance of Preferred Stock with terms giving it substantial voting power,
conversion or other rights could have the offset of (i) delaying, deferring or
preventing a change in control of the Company or (ii) otherwise modifying the
rights of holders of the Company's Common Stock. There is no Preferred Stock
outstanding.
2.
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Shareholder Rights Plan
TouchStone Delaware assumed the shareholder rights plan of TouchStone
California in the reincorporation and the Certificate of Incorporation sets
forth the rights, preferences and privileges of the Series A Participating
Preferred Stock issuable pursuant to such plan. Under the TouchStone
Shareholder Rights Plan, stockholders receive one Preferred Stock Purchase
Right (collectively, the "Rights") for each outstanding share of TouchStone
Delaware Common Stock. The Rights become exercisable only if a person or group
acquires 15% or more of the TouchStone Delaware Common Stock or announces a
tender offer the consummation of which would result in ownership by a person or
group of 15% or more of the Company's Common Stock. Each Right will entitle
stockholders to buy one-thousandth of a share of Series A Participating
Preferred Stock at an exercise price of $15 upon the occurrence of certain
events. If, after the Rights become exercisable, TouchStone Delaware is
acquired in a merger or other business combination transaction, or sells 50% or
more of its assets or earnings power, each Right will entitle its holder to
purchase, at the Right's then-current price, a number of the acquiring
company's common shares having a market value at the time of twice the Right's
exercise price. In addition, if a person or group acquires 15% or more of the
TouchStone Delaware outstanding Common Stock, otherwise than pursuant to a
tender offer for all shares which is determined by the Board of Directors to be
fair and in the best interests of the Company and its stockholders, each Right
will entitle its holder (other than such person or members of such group) to
purchase, at the Right's then-current exercise price, a number of TouchStone
Delaware's common shares (or cash, other securities or property) having a
market value of twice the Right's exercise price. Following the acquisition by
a person or group of beneficial ownership of 15% of more of the TouchStone
Delaware Common Stock, the Board of Directors may exchange the Rights (other
than rights owned by such person or group), in whole or in part, at an exchange
ratio of one share of Common Stock (or one one- thousandth of a share of Series
A Participating Preferred Stock) per Right. At any time prior to ten days
after a person or group has acquired beneficial ownership of 15% or more of the
TouchStone Delaware Common Stock, the Rights are redeemable for one cent per
Right at the option of the Board of Directors.
Anti-takeover Implications
Certain effects of the reincorporation may be considered to have
anti-takeover implications. The TouchStone Delaware Certificate of
Incorporation and Bylaws include certain provisions which alter the rights of
stockholders and the powers of management and which reduce stockholder
participation in important corporate decisions. These provisions are described
below.
Unlike the Bylaws of TouchStone California, the Certificate of
Incorporation and Bylaws of TouchStone Delaware do not permit cumulative
voting. Cumulative voting entitles each shareholder to cast a number of votes
that is equal to the number of voting shares held by such shareholder
multiplied by the total number of directors to be elected and to cast all such
votes for one nominee or distribute such votes among up to as many candidates
as there are positions to be filed. Without cumulative voting, a shareholder
or
3.
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group of shareholders must hold a majority of the voting shares to cause the
election of one or more nominees.
The Certificate of Incorporation and Bylaws of TouchStone Delaware
provide that stockholders may act only at an annual or special meeting of
stockholders and not by written consent. In addition, the Bylaws of TouchStone
Delaware provide that special meetings of stockholders can be called only by
the Board of Directors, the Chairman of the Board or the Chief Executive
Officer. Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the business brought before the meeting
by or at the discretion of the Board of Directors.
The Bylaws of TouchStone Delaware also establish an advance notice
procedure with regard to the nomination, other than by or at the direction of
the Board of Directors, of candidates for election as directors and with regard
to certain matters to be brought before an annual meeting of stockholders. To
be timely, notice must be received by the Company not less than 60 days prior
to the meeting (or if fewer than 70 days' notice or prior public disclosure of
the meeting date is given or made to stockholders, not later than the tenth day
following the day on which such notice was mailed or such public disclosure was
made).
The TouchStone Delaware Certificate of Incorporation contains a
requirement of approval of two thirds of the stockholders to alter, amend or
repeal certain articles of the TouchStone Delaware Certificate of
Incorporation. The provisions of the Certificate of Incorporation subject to
the greater percentage vote requirement are Article VII, concerning the
election of directors without a written ballot: Article VIII, concerning the
size of and removal from the Board of Directors; Article IX, concerning
alteration or amendment of the Bylaws; Article X, concerning indemnification of
directors; Article XI, concerning terms of directors, filling of vacancies on
the Board of Directors and the elimination of cumulative voting; Article XIII,
concerning stockholder actions by written consent; Article XIV, concerning
factors which the Board of Directors may consider in evaluating a third party
offer to acquire the Company; and Article XV, concerning this two thirds voting
requirement.
TouchStone Delaware has elected not to opt out of Section 203 of the
Delaware General Corporation Law. Section 203 restricts certain "business
combinations" with "interested stockholders" for three years following the date
that a person becomes an interested stockholder, unless the Board of Directors
approves the business combination.
4.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
Exhibit No. Description
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2.1* Agreement and Plan of Merger dated as of
December 15, 1996 between the Registrant and
TouchStone California, a California
corporation.
3.1* Bylaws of the Registrant.
3.2* Certificate of Incorporation of the
Registrant.
4.1* Specimen of Common Stock certificate.
99.1 Press release, dated January 17, 1997
announcing the Registrant's Delaware
reincorporation.
________________
* Incorporated by reference to the Proxy Statement of TouchStone
California dated November 15, 1996.
5.
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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.
TOUCHSTONE SOFTWARE CORPORATION
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(Registrant)
Date: January 17, 1997 By: /s/ RONALD R. MAAS
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Ronald R. Maas
Chief Financial Officer
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TOUCHSTONE SOFTWARE CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE NUMBER
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<S> <C> <C>
2.1* Agreement and Plan of Merger dated as of
December 15, 1996 between the Registrant
and TouchStone California, a California
corporation.
3.1* Bylaws of the Registrant.
3.2* Amended and Restated Certificate of
Incorporation of the Registrant.
4.1* Specimen of Common Stock certificate.
99.1 Press release, dated January 17, 1997,
announcing the Registrant's Delaware
reincorporation.
</TABLE>
________________
* Incorporated by reference to the Proxy Statement of TouchStone
California dated November 15, 1996.
7.
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Exhibit 99.1
TouchStone Software Corporation
2124 Main Street
Huntington Beach, CA 92648
(714) 969-7746
Traded: NASDAQ:TSSW
For further information:
At the Company: At Financial Relations Board:
Larry Jordan Moira Conlon
President and CEO Analyst Contact
(714) 969-7746 (310) 442-0599
Daniel Saks and Art Bentley
General Info
(310) 442-0599
Steven Seiler
Media Contact
(310) 442-0599
For Immediate Release
Friday, January 17, 1997
TOUCHSTONE SOFTWARE SHAREHOLDERS
APPROVE DELAWARE REINCORPORATION
HUNTINGTON BEACH, CALIF., JANUARY 17, 1997 -- TouchStone Software Corporation
(NASDAQ:TSSW) today reported that its shareholders approved the reincorporation
of the company in Delaware, an initiative presented in the TouchStone's 1996
Proxy Statement. The measure was initially presented at the company's Annual
Meeting held on December 16, 1996, which was adjourned until today.
TouchStone Software Corporation is a leading developer of innovative
software designed to help people use complex technologies. TouchStone products
are distributed through Ingram Micro, Merisel and Tech Data, and are sold in
more than 7,500 retail stores worldwide, including CompUSA, Computer City,
Egghead, Best Buy, Fry's, MicroCenter and Software Etc., as well as large
wholesale clubs like Price Costco, SAM's Club and BJ's Wholesale Club.
International sales include exports to distributors in 27 countries, as well as
ee-publishers in Germany and France. For further information on TouchStone
Software Corporation and its products, management invites visits to the
company's home page at http://www.checkit.com.
For information on TouchStone via facsimile at no cost, call
1-800-PRO-INFO and dial company code 033.
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