XSCRIBE CORP /CA/
10-C, 1996-08-28
OFFICE MACHINES, NEC
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                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM 10-C

              REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                        INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of
              Securities Exchange Act of 1934 and Rule 13a-176
                            or 15d-17 thereunder


                            XSCRIBE CORPORATION
               (Exact name of issuer as specified in charter)

                           6285 Nancy Ridge Drive
                        San Diego, California  92121
                        ----------------------------
                      (Address, including zip code, of
                   issuer's principal executive offices)

                               (619) 457-5091
                               --------------
              (Issuer's telephone number, including area code)


       I.   CHANGE IN NUMBER OF SHARES OUTSTANDING

            Indicate any change (increase or decrease) of 5% or more
            in the number of shares outstanding.

            1.   Title of security: Common Stock
            2.   Number of shares outstanding before the change:
                 5,716,557
            3.   Number of shares outstanding after the change:
                 5,049,891
            4.   Effective date of change: August 22, 1996
            5.   Method of change (specify method, such as merger,
                 acquisition, exchange, distribution, stock split,
                 reverse split, acquisition of stock for treasury,
                 etc.): acquisition of 666,666 shares for
                 cancellation.

       Give brief description of transaction: Xscribe Corporation
       acquired 666,666 shares of its stock held by ICL Inc. in
       connection with a settlement of disputes among Xscribe
       Corporation and its wholly-owned subsidiary, Lexia Systems,
       Inc., and International Computers Limited and ICL Inc. and a
       restructuring of product distribution agreements.







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       II.  CHANGE IN NAME OF ISSUER
            ------------------------

            1.   Name prior to change:  NA
            2.   Name after change:  NA
            3.   Effective date of charter amendment changing name: 
                 NA
            4.   Date of shareholder approval of change, if
                 required:  NA

       Date: August 27, 1996

                                     /s/ Bruce C. Myers
                                     --------------------------
                                     Bruce C. Myers,
                                     Vice President Finance and
                                     Administration, 
                                     Chief Financial Officer and
                                     Secretary






































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