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 12, 1997
Access Solutions International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-28920 05-0426298
(Commission File Number) (IRS Employer Identification No.)
(401) 295-2691
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events.
On November 12, 1997, Access Solutions International, Inc. (the
"Registrant") entered into a Merger Agreement (the "Merger Agreement") with
PaperClip Software, Inc. ("PaperClip") and PaperClip Acquisition Corp., a
newly-formed Delaware corporation and wholly-owned subsidiary of the Registrant
("Newco"). The Merger Agreement provides for the merger of Newco with and into
PaperClip, with PaperClip surviving as a subsidiary of the Registrant (the
"Merger"). The Merger Agreement constitutes an amendment to the Asset Purchase
Agreement entered into by and between the Registrant and PaperClip on April 15,
1997 and disclosed in Registrant's Current Report in Form 8-K dated April 18,
1997.
Upon consummation of the Merger, each outstanding share of PaperClip Common
Stock, $0.01 par value per share, other than treasury shares and shares held by
persons who properly exercise their appraisal rights under Delaware law, will be
converted into the right to receive the number of shares of the Registrant's
Common Stock, par value $0.01 per share, and an equivalent number of Class B
Warrants determined by dividing 1,544,438 by the number of shares of PaperClip
Common Stock outstanding immediately prior to the closing of the Merger (less
treasury shares). The Class B Warrants will entitle the holder of each warrant
to acquire one share of the Registrant's Common Stock for an initial exercise
price of $6.00 at any time from issuance through October 15, 2001. In addition,
PaperClip Preferred Stock, a class of non-voting preferred stock of PaperClip
authorized under a proposed amendment to PaperClip's Certificate of
Incorporation (the "Amendment"), will become the preferred stock of the
surviving corporation upon consummation of the Merger.
Consummation of the Merger is subject to certain conditions including the
approval of PaperClip's shareholders. The Amendment is also subject to approval
by PaperClip's shareholders.
Certain additional information regarding the Merger is contained in the
Press Release dated September 15, 1997 (the "Press Release"), which is filed as
an exhibit hereto.
The Merger Agreement and the Press Release are incorporated herein by
reference. The foregoing summary of such exhibits is qualified in its entirety
by reference to the complete text of such exhibits.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits
Exhibit Number Exhibit Title
2(a) Merger Agreement dated November 12, 1997, by and among
Access Solutions International, Inc., PaperClip Software,
Inc. and PaperClip Acquisition Corp. (incorporated by
reference to Exhibit 2.1 to Registration Statement on Form
S-4, File No. 333-40181).
99 Press Release relating to the Merger.
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Access Solutions International, Inc.
Registrant
By: /S/ DENIS L. MARCHAND
----------------------------------
Denis L. Marchand
Corporate Controller and
Chief Accounting Officer
Dated: December 4, 1997
Exhibit 99
FOR IMMEDIATE RELEASE: Monday, September 15, 1997
CONTACT: Denis Marchand David Valentino
Financial Controller Vice President/Sales & Marketing
Access Solutions PaperClip Software, Inc.
International, Inc. 201-487-3503
401-295-2691
Madeleine France
or Bryce Benson
Jordan Richard Assoc.
801-595-8611
ACCESS SOLUTIONS, PAPERCLIP SOFTWARE COMPLETE ACQUISITION TALKS
PaperClip Now to be Acquired by ASI
NORTH KINGSTOWN, R.I. - Access Solutions International Inc. (ASI; NASDAQ: ASIC)
today announced that the company has amended its asset purchase agreement with
PaperClip Software, Inc. (OTC EBB: PCLP), which was previously announced on
April 15, 1997.
As a result of this amendment, PaperClip will now merge with a newly formed ASI
subsidiary. The original agreement had provided for substantially all of the
assets and liabilities of PaperClip to be purchased by ASI.
The original purchase price of approximately 1.5 million shares of ASI common
stock plus an equivalent number of ASI Class B warrants, with each warrant
entitling the holder to purchase one share of ASI common stock at an exercise
price of $6 per share, will not be materially altered. The holders of
PaperClip's outstanding Convertible Notes will exchange such Notes for
non-voting preferred stock of PaperClip. After 18 months, the holders of the
preferred stock will have the option to sell the shares of the preferred stock
to ASI for cash or ASI common stock and Class B Warrants. After 30 months, ASI
will have the right to redeem the preferred stock for cash or ASI common stock
and Class B Warrants.
According to Robert H. Stone, president and chief executive officer of Access
Solutions, the change in the structure of this agreement, from asset purchase to
merger, improves the cash-flow impact of the transaction for ASI. "Although the
time and concentration dedicated by management to finalize the acquisition had a
negative short-term impact on operations, we are confident that long-term
results will be greatly improved," said Stone. "The acquisition of PaperClip
represents a more complete integration of all aspects of the two companies and
their respective operations than was ever contemplated under the original
agreement."
Stone also noted that ASI has been managing the day-to-day operations of
PaperClip pursuant to a management agreement since April 15, 1997, which should
eliminate any major transitional adjustments that would normally follow an
acquisition.
Access Solutions International, Inc. designs, develops, manufactures and markets
information storage and retrieval systems, including both software and hardware.
PaperClip Software, Inc., founded in 1991, develops and markets innovative
document, image and workflow management software products for PC's and networked
computer systems.
# # #
NOTE: Any statements released by Access Solutions International, Inc. that
are forward looking are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Editors and
investors are cautioned that forward-looking statements involve risks
and uncertainties, which may affect the company's business prospects
and performance. These include economic, competitive, governmental,
technological and other factors discussed in the company's filings
with the SEC on forms 10-KSB and 10-QSB.
