SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 1996
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
(Exact name of Company specified in its charter)
DELAWARE 0-16753 58-17220
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
130 CEDAR STREET, FOURTH FLOOR, NEW YORK, NEW YORK 10006
(Address of principal executive offices) (Zip Code)
(212) 306-6100
(Company's telephone number, including area code)
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Item 5 - Other Events
The Registrant ("the Company") on September 16, 1996 completed the sale of
600,000 shares of restricted INSCI (NASDAQ: INSCI) Class A Common Stock in a
transaction with non related entities.
The Company received net proceeds of $1,800,000 from the transaction and
increased its capital and surplus by $1,600,000 to approximately $3,100,000. The
transaction further enabled the Company to continue its NASDAQ qualification
listing in accordance with the NASDAQ capital and surplus rules. The Company
paid a commission of $198,000 to J. Michael Reisert, Inc. related to the
transaction.
EXHIBITS
1) Pro-forma balance sheet giving effect to above referenced
transaction.
2) Copy of form of subscription agreement.
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.
Dated: New York, New York
September 16, 1996
INFORMATION MANAGEMENT
TECHNOLOGIES CORPORATION
(IMTECH)
========================================
(Registrant)
/S/ JOSEPH GITTO
----------------------------------------
JOSEPH GITTO,
President and Chief Financial Officer
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A B C D E F
<S> <C> <C> <C> <C> <C> <C>
1 INFORMATION MANAGEMENT TECHNOLOGIES
2 CORPORATION PRO-FORMA BALANCE SHEET
3 30-JUN-96 31-JUL-96 31-JUL-96
4 AS REPORTED AS REPORTED PRO-FORMA PRO-FORMA
5 ASSETS
------
6 CURRENT ASSETS
---------------
7
8 CASH & CASH EQUIVALENTS 0 0 A 1,800,000 1,800,000
9 ACCOUNTS RECEIVABLES, NET OF ALLOWANCE 1,554,660 1,441,783 1,441,783
10 INVENTORY 448,056 435,127 435,127
11 PREPAID EXPENSE AND OTHER 834,919 718,596 718,596
12 TOTAL CURRENT ASSETS 2,837,635 2,595,506 1,800,000 4,395,506
13 PROPERTY AND EQUIPMENT-AT COST
14 ------------------------------
15 PRODUCTION EQUIPMENT 5,389,034 5,389,034 5,389,034
16 SOFTWARE 298,153 298,153 298,153
17 FURNITURE AND FIXTURES 399,899 399,899 399,899
18 LEASEHOLD IMPROVEMENTS 483,356 488,555 488,555
19 COMPUTER EQUIPMENT 1,114,080 1,116,526 1,116,526
20 TOTAL PRODUCTION EQUIPMENT 7,684,522 7,692,167 0 7,692,167
21 LESS: ACCUMULATED DEPRECIATION 5,116,890 5,149,801 0 5,149,801
22 PRODUCTION & EQUIPMENT, NET 2,567,632 2,542,366 0 2,452,366
23
24 OTHER ASSETS
25 ------------
26 DEPOSITS AND OTHER ASSETS 474,638 459,576 459,576
27 INVESTMENT IN SUBSIDIARY 353,557 353,557 A (148,692) 204,865
28 TOTAL OTHER ASSETS 828,195 813,133 (148,692) 664,441
29 TOTAL ASSETS 6,233,462 5,951,006 1,651,308 7,602,313
30
31 LIABILITIES AND STOCKHOLDERS' EQUITY 30-JUN-96 31-JUL-96 31-JUL-96
------------------------------------
32 CURRENT LIABILITIES AS REPORTED AS REPORTED PRO-FORMA PRO-FORMA
33
34 BANK OVERDRAFT 195,035 60,322 60,322
35 CURRENT MATURITIES OF LONG TERM DEBT 240,545 167,659 167,659
36 CURRENT MATURITIES OF LONG TERM CAPITAL 289,652 262,262 262,262
37 ACCOUNTS PAYABLE 1,179,303 1,489,223 1,489,223
38 ACCRUED SALARIES 63,225 114,298 114,298
39 UNEARNED REVENUE 128,430 154,113 154,113
40 OTHER ACCRUED LIABILITIES 779,863 410,397 410,397
41 TOTAL CURRENT LIABILITIES 2,876,053 2,658,274 2,658,274
42
43 LONG-TERM DEBT, LESS CURRENT MATURITIES 1,639,379 814,229 814,229
44 ACCRUED RENT 398,494 398,494 398,494
45 CAPITAL LEASE OBLIGATIONS, LESS CURRENT 590,507 590,507 590,507
46 TOTAL LONG TERM LIABILITIES 2,628,380 1,803,230 1,803,230
47
48 COMMITMENTS AND CONTINGENCIES
49
50 STOCKHOLDERS' EQUITY
-------------------
51
52 PREFERRED STOCK 2,295,330 2,295,330 2,295,330
53 CLASS A COMMON STOCK 192,796 225,134 0 225,134
54 ADDITIONAL PAID IN CAPITAL 29,880,392 30,673,388 0 30,673,388
55 ACCUMULATED DEFICIT (31,609,489) (31,704,351) A 1,651,308 (30,053,043)
56 TOTAL STOCKHOLDERS' EQUITY 759,029 1,489,501 1,651,308 3,140,809
57 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 6,263,462 5,951,005 1,651,308 7,602,313
58 (0) 0 (0)
59 A- TO RECORD SALE OF 600,000 SHARES OF INSCI STOCK @ $3.00 PER SHARE
60 GAIN CALCULATED AS DIFFERENCE OF SELL PRICE OF $3.00 PER SHARE AND CARRING VALUE OF $.25 PER SHARE
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INFORMATION MANAGEMENT TECHNOLOGIES CORP.
130 Cedar Street - Fourth Floor
New York, New York 10006
September 12, 1996
J. Michael Reisert, Inc.
2455 East Sunrise Boulevard
Suite 700
Fort Lauderdale, FL 33304
Gentlemen:
This shall serve to confirm our agreement whereby we have engaged you to
place privately with Accredited Investors 600,000 shares of common stock, $.01
par value (the "Shares") of INSCI Corp. ("INSCI") which we currently own on the
following terms and conditions:
(1) You will place all, but not less than all, of the Shares at a
sale price of $3.33 per share;
(2) Upon closing, which will be at Spitzer & Feldman P.C., 405
Park Avenue, New York, New York, and which shall take place no later
than September 16, 1996, we will pay you a commission of $198,000
(approximately 10% of the proceeds) thereby netting us $3 per share;
(3) We will, at the closing, enter into a registration rights
agreement with INSCI for the benefit of the purchasers of the Shares;
(4) We will deliver at the closing the original stock
certificate(s) representing the Shares, together with a sufficient
number of stock powers, executed in blank, with signatures medallion
guaranteed, to transfer the Shares to the purchasers;
(5) We will take such steps as are necessary after the closing to
insure that original certificates of INSCI are issued as soon as
possible after the closing to the purchasers.
INFORMATION MANAGEMENT
TECHNOLOGIES CORP.
By:_______________________
Name:
Title:
Agreed to:
J. MICHAEL REISERT, INC.
By:________________________
Name: Irving H. Bowen,
Title:Managing Director
