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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) November 13, 1996
SCRIPTEL HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20938 31-1069865
(State or other jurisdiction ( Commission ( IRS Employer
of incorporation) file number) Identification No.)
4153 Arlingate Plaza Columbus, OH 43228
( Address of principal executive offices)
(614) 276-8402
(Registrant's telephone number,
including area code)
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Item 5. Other events:
A. On November 14, 1996, the Company settled the litigation filed by three
former officers of Coloray Display Corporation on February 23, 1996 in Alameda
County Superior Court, Hayward, California, entitled Michael W. Blas, M. Kathy
Vieth, and Daniel J. Devine vs. Coloray Display Corporation and Scriptel
Holding, Inc. Each party issued to and received from the other parties full
releases, with prejudice, from all liabilities and further action. The
plaintiffs surrendered all the options they held to purchase common shares,
and the Company issued a total of 750,000 common shares to the three
individuals. No cash was given or received. Each party is responsible for
their own attorney's fees. The shares were issued under the provisions of
Rule 144 promulgated by the Securities and Exchange Commission. The shares
are restricted, and may not be sold until registered or an exemption from
registration under Rule 144 is available.
B. On November 14, 1996, the Company announced that AAEON Electronics
selected Scriptel's WriteTouch (TM) digital pen technology to be the solution
of choice for their new pen based products. Manufacturing and delivery of the
new products will start in 1997. AAEON, after demonstrating the pen based
products with WriteTouch (TM), secured two customers for their new products.
They anticipate the volume from these customers to exceed 30,000 units during
1997. The text of the press release is attached as an exhibit to this form 8-
K Current Report.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits
(c) Exhibit 99 - Text of a press release entitled "AAEON ELECTRONICS SELECTS
SCRIPTEL WRITETOUCH (TM) DIGITAL PEN TECHNOLOGY"
Item 9. Sales Of Equity Securities Pursuant To Regulation S
A. The Company issued a $275,000 convertible debenture in August 1996 under
the provisions of Regulation S promulgated by the Securities and Exchange
Commission ("Regulation S"). In September 1996, the investor, a foreign
company, converted the principal and accrued interest on the debenture into
734,900 common shares, at $0.375 per share. (The debenture's conversion price
was 60% of the market price of the stock, as defined, on the date of
conversion, but was subject to a minimum conversion price of $0.375 per
share.) In recognition of a reduction in the market price of the Company's
common stock, the Company and the investor amended the original terms of the
debenture to reflect a new minimum conversion price of $0.30 per share. On
November 13, 1996, the Company issued an additional 183,726 common shares to
the foreign investor. The Company received no additional consideration for
the additional shares; however, the foreign investor and other foreign
investors (see below) have continued to invest in the Company's convertible
debentures issued through Alexander, Wescott & Co., Inc. ("Wescott"), the
placement agent for the debentures.
B. In October 1996, following a decline in the market price of the Company's
common stock to below $0.40 per share, the Company amended its agreement with
Wescott, to the effect that the minimum conversion price on future convertible
debenture issuances was reduced to $0.20 per share. In November 1996, the
Company amended two Regulation S debentures which were outstanding at
September 30, 1996 and which were held by foreign investors. The amendments
extended the same minimum conversion price terms of $0.20 per share to these
debentures, totalling $200,000. These debentures and accrued interest were
converted under the new terms in November 1996. A $100,000 debenture plus
interest was converted at $0.228 per share on November 13, 1996 into 441,480
shares. A $100,000 debenture plus interest was converted at $0.20 per share
on November 15, 1996 into 504,520 shares.
C. On November 15, 1996, a total of $175,000 of Regulation S convertible
debentures issued in October 1996, and accrued interest, was converted into a
total of 880,979 common shares. These were also originally placed by Wescott.
D. On November 14, 1996, the Company issued a $150,000 Regulation S
convertible debenture to a foreign investor after receipt of funds in that
amount. An additional $50,000 debenture was issued November 18, 1996 after
receipt of cash in that amount. Cash commission and expenses paid to Wescott
on these transactions totalled $26,000. The debentures are convertible at 60%
of the market price of the Company's common stock, as defined, on the date of
conversion, subject to a minimum conversion price of $0.20 per share and a
maximum conversion price of $1.50 per share.
E. The market bid price of the Company's common stock from November 13, 1996
to November 18, 1996 ranged from $0.23 to $0.36 per share.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
November 19, 1996
Scriptel Holding, Inc.
(Registrant)
By: /s/ Frederick A. Niebauer
Frederick A. Niebauer
Treasurer (principal financial and accounting officer)
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SCRIPTEL HOLDING, INC.
4153 Arlingate Plaza
Columbus, Ohio 43228-4115
(614) 276-8402
Fax (614)276-5818
Contact: Edward Palmer
Executive Vice President
Scriptel Holding, Inc.
Tel: (614) 276.8402
Steve Hsu
Vice President
AAEON Electronics, Inc.
Tel: (908) 346.0051
FOR IMMEDIATE RELEASE
AAEON ELECTRONICS SELECTS SCRIPTEL WRITETOUCH (TM) DIGITAL PEN TECHNOLOGY
COLUMBUS, OH - Nov. 14 - Scriptel Holding, Inc. headquarters in Columbus, OH
(OTC:SCRH), announced today that AAEON Electronics has selected WriteTouch
(TM) to be the solution of choice for their new pen based products.
Manufacturing and delivery of the new products will start in 1997.
AAEON, after demonstrating the pen based products with WriteTouch (TM),
secured two customers for their new products. They anticipate the volume from
these customers to exceed 30,000 units during 1997. "After the evaluation of
competitive technologies, Scriptel's WriteTouch (TM) was superior and will
enable AAEON to take a leadership position in digital pen systems", said Steve
Hsu, vice president, AAEON Electronics, Inc.
"This design win with AAEON is a very important market validation of the
WriteTouch (TM) digitizer subsystem. We are looking forward to a long and
profitable business relationship with AAEON", said Vance Holloway, president
and chief operating officer of Scriptel Holding, Inc.
AAEON Electronics, Inc. is the worldwide market leader in single board PC
solutions with a complete range of innovative CPU cards and PC/104 modules,
and system integration. All AAEON's products are ISO-9001 certified and
designed to meet the highest quality standards which ensure reliable
performance in office and harsh industrial environments.
Scriptel Holding, Inc. is the holding company of Scriptel Corporation and
Scriptel Communications located in Columbus, OH. Scriptel Corporation is
developing, manufacturing and marketing high performance digital pen systems
that are sold worldwide to major computer manufacturers and value-added-
resellers. Scriptel Communications is developing wireless products for mobile
systems.
