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U.S. 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
April 5, 2000
Commission File No. 0-18809
CE SOFTWARE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-1614808
(I.R.S. employer Identification No.)
1801 Industrial Circle
West Des Moines, Iowa
(Address of principal executive offices)
50265
(Zip Code)
Registrant's telephone number, including area code: (515) 221-1801
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Item 5. OTHER EVENTS
On April 5, 2000, the Registrant issued a press release announcing that it has
raised $7 million in connection with a private offering in support of its
proposed merger with Lightning Rod Software, Inc. (formerly known as ATIO
Corporation USA, Inc.). The funds have been placed in escrow pending
completion of the merger and the satisfaction of certain other conditions,
including shareholder approval of the issuance of a maximum of 875,000 shares
of common stock in a private offering, at a per share price of $8.00, plus
warrants to purchase an equal number of additional shares of common stock at
an exercise price of $10.00. This proposal, as well as others detailed in the
Registrant's proxy under Schedule 14A was filed with the SEC on March 28, 2000,
will be voted on at the Registrant's annual meeting set for April 27, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibits
The following exhibit is filed with this report on Form 8-K:
99.1 Press Release of the Registrant dated April 5, 2000.
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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.
CE Software Holdings, Inc.
(Registrant)
Signature
/s/ Christian F. Gurney
________________________
(Christian F. Gurney)
Title
President and Director
Date
4/5/2000
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Exhibit 99.1
Company Contacts
Christian F. Gurney
President
CE Software Holdings, Inc.
[email protected]
(515) 221-1801
CE Software Holdings, Inc. Raises $7 Million in Private Placement
Up to $23.75 Million Possible to Support Merger with Lightning Rod Software
West Des Moines, Iowa, April 5, 2000 -- CE SOFTWARE HOLDINGS, INC. (Nasdaq SC
Symbol: CESH) today announced that subscriptions for $7 million have been placed
in escrow in connection with private financing in support of its proposed merger
with Lightning Rod Software, Inc., (formerly known as ATIO Corporation
USA, Inc.).
The Company reports that the $7 million placed into escrow, pending completion
of the merger and the satisfaction of certain other conditions, was raised in a
private placement of units which have been offered and were sold in reliance
upon an exemption from registration. Each unit consists of one share of common
stock and one warrant to purchase an additional share of common stock. A total
of 875,000 units were priced at $8.00 each. The warrants, which are exercisable
at $10.00, for a period of three years and are callable if the stock of the
Company trades at $14.00 or higher for 10 consecutive days, have the potential
of generating up to an additional $8.75 million.
Total funding received or expected in support of the merger from the private
placement and cash from CESH, Venturian Corp. (Nasdaq: VENT) and ATIO
International is now $15.00 million, exclusive of the warrants. If the
warrant holders elect to exercise their warrants, the total would reach
$23.75 million.
At the effective date of the merger, Lightning Rod is expected to have cash
available in excess of $9 million, with a further $2.1 million expected to be
received in May from ATIO International. Up to $8.75 million may be received at
a later date to the extent that the warrants are exercised. CESH and Venturian
have made operating loans in the cumulative amount of approximately $2.9
million to Lightning Rod in 1999 and 2000, which amounts are included in the
aforementioned total funding. The merger is subject to shareholder approval at
the Company's annual meeting of stockholders to be held on April 27, 2000.
"We are pleased by the interest shown in our merger by the investors in the
private placement," said Christian F. Gurney, president of CE Software Holdings,
Inc. "We set out to raise $5 million in the sale of the units and found our
offering to be oversubscribed even after raising the limit to $7 million. We
believe this demonstrates strong interest in the business potential of
Lightning Rod."
Recent Developments
In December 1999, CE Software Holdings, Inc. announced its proposed merger
with Minneapolis-based Lightning Rod Software, then known as ATIO Corporation
USA, Inc. As part of the merger agreement, the Company's operating subsidiary
CE Software, Inc. will be spun off in a distribution to CESH shareholders. CE
Software will retain its rights to the QuickMail and QuicKeys products and
will operate independently from CESH after the merger. The headquarters of CE
Software, Inc. will remain in West Des Moines, IA. The merger is expected to
close on April 27. For more information about the merger, visit www.cesoft.com.
Investors and security holders are advised to read the proxy statement and
other documents related to the CESH and Lightning Rod merger because they
contain important information. The proxy statement was mailed to security
holders on March 31, 2000. Investors and security holders may obtain copies
of these and other documents filed by CESH with the Securities and Exchange
Commission at the SEC's Internet
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web site (www.sec.gov) free of charge. These
documents may be obtained for free by directing such request to CE Software
Holdings, Inc. at www.cesoft.com, or by calling (515) 221-1801.
About CE Software
For more than a decade, CE Software, Inc., a wholly owned subsidiary of CE
SOFTWARE HOLDINGS, INC. (Nasdaq SC Symbol: CESH), has developed automation
utilities and E-mail software that save time and effort for millions of
Microsoft Windows 95/98, Windows NT/2000 and Macintosh users. For more
information: (515) 221-1801 or www.cesoft.com.
About Lightning Rod Software
Based in Minneapolis, Lightning Rod Software is a global leader in
multi-channel, real-time customer sales and loyalty solutions for e-businesses
such as e-tail sites www.babystyle.com, www.boo.com, and online trading site
www.stockwalk.com. In addition to these markets, the company provides customer
sales and loyalty solutions for online banking services, e-service bureaus and
online entertainment. For more information: (515) 837-4000 or
www.lightrodsoft.com.
This release contains forward-looking statements relating to the Company's
operations that are based on management's current expectations, estimates and
projections and are subject to certain risks, trends and uncertainties and
actual developments may differ materially from those projected. Words such as
"expects," "looks," "anticipates," "plans," "intends," "projects," "potential,"
"committed" and similar expressions are used to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties, and assumptions that are difficult to
predict, including the risk that the warrants will not be exercised or will not
produce the anticipated proceeds. Some of the important factors that could cause
actual results to vary significantly from management's expectations noted in
these forward looking statements include product performance, customer
preferences and industry consolidation. For a discussion of important factors
that could affect the Company's results, the reader is encouraged to refer to
the Company's annual report or Form 10-KSB and quarterly Form 10-QSB.
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(c) Copyright 2000 CE Software, Inc. All rights reserved. QuickMail, QuicKeys,
CE Software, CE and the CE Software logo are trademarks of CE Software, Inc.
ATIO Corporation, CyberCall, and the ATIO logo are registered trademarks and
the property of Lightning Rod Software, Inc. Lightning Rod Software and
Lightning Rod Software Interaction Manager are trademarks and the property
of Lightning Rod Software, Inc. Microsoft, Windows and Windows NT are
registered trademarks of Microsoft Corporation in the United States and
other countries. All other brand or product names are trademarks of their
respective owners.
