SECURITIES AND EXCHANGE COMMISSION
WASHINGTON , D. C. 20549
FORM 8-KA
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 24, 1997
XIOX CORPORATION
(Exact name of registrant as specified in its charter)
577 Airport Boulevard, Suite 700, Burlingame, California 94010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 375-8188
Delaware 0-15797 95-3824750
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number
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ITEM 5. Other Events
The Company and Flanders Language Valley ("Flanders") are parties to a
June 30, 1997 agreement (the "Agreement") providing for the purchase by Flanders
of an aggregate of 574,400 shares of the Company's Common Stock for an aggregate
purchase price of $2,872,000, subject to future adjustments. Pursuant to the
Agreement, on July 7, 1997, the Company sold 40,000 shares of its Common Stock
to Flanders, and on September 24, 1997, the Company sold 534,400 shares of its
Common Stock to Flanders for aggregate purchase prices of $200,000 and
$2,672,000, respectively. On September 29, 1997 Xiox Flanders N.V. was
incorporated in Belgium pursuant to the Agreement to be owned 94.9% by the
Company and 5.1% by Flanders.
The Company has agreed to appoint a designee of Flanders to the Board of
Directors and in subsequent elections has agreed to cause a designee of Flanders
to be nominated for election to the Board. The right of designation will
terminate at such time as Flanders no longer owns at least 10% of the
outstanding shares of the Company, or five years after June 30, 1997, whichever
occurs first. The Company has also granted the investor certain registration
rights.
ITEM 7. Exhibits
The transactions discussed in Item 5 are to be accounted for as a sales
of Common Stock. Financial statements for the period ending September 30, 1997
will be filed within 60 days.
ITEM 9. Sales of Equity Securities Pursuant to Regulation S
See Item 5. The sales of the Company's Common Stock to Flanders
described in Item 5 were made in reliance on Regulation S. The offer was made
privately, and directly to Flanders. No underwriters were involved.
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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
XIOX CORPORATION
October 8,1997 By /s/ Melanie D. Reid
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Melanie D. Reid
Vice-President, Finance and
Chief Financial Officer
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