SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) OCTOBER 6, 1998
ARTISOFT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000 - 19462 86-0446453
(Commission File Number) (I.R.S. Employer Identification No.)
5 CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS 02142
(Address of Principal Executive Offices) (Zip Code)
(617) 354-0600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
This EDGAR filed document 7 contains pages.
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On October 6, 1998, the Registrant issued a press release announcing
the resignation of Jerry E. Goldress as chairman of the Artisoft board of
directors and the appointment of Michael P. Downey as chairman of the board. In
addition, the Company announced the promotion of T. Paul Thomas to Chief
Executive Officer and President. The press release is being filed as an exhibit
to this Current Report on Form 8-K.
On October 7, 1998, the Registrant issued a press release announcing
the appointment of Frank E. Girard, President and Chief Executive Officer of
Converse Network Systems, to the Artisoft board of directors. The press release
is being filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
1. Registrant's Press Release dated October 6, 1998
2. Registrant's Press Release dated October 7, 1998
<PAGE>
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.
Date: October 8, 1998
ARTISOFT, INC.
By /s/ Kirk D. Mayes
-------------------------------------------
Kirk D. Mayes
Controller, Chief Accounting Officer
and Corporate Secretary
FOR ADDITIONAL INFORMATION, CONTACT:
Lorraine Anastasio
Artisoft, Inc.
617-354-0600 x190
[email protected]
-----------------------
JERRY E. GOLDRESS COMPLETES ARTISOFT
TURNAROUND STRATEGY
MICHAEL DOWNEY ELECTED CHAIRMAN AND T. PAUL THOMAS NAMED CEO
CAMBRIDGE, MASS. - OCT. 6, 1998 -Artisoft(R), Inc. (NASDAQ: ASFT) today
announced that Artisoft Chairman Jerry E. Goldress has completed his
comprehensive turnaround strategy and is resigning his post to concentrate on
his other business ventures. Michael Downey has been named chairman of the board
of directors and T. Paul Thomas has been appointed chief executive officer (CEO)
and president.
"Jerry has completed exactly what he set out to accomplish - turn Artisoft
around within one year," said Michael Downey, Artisoft's chairman of the board
elect. "Jerry was instrumental in making 1998 a tremendous turnaround year for
Artisoft and we wish him continued success in all his future endeavors."
Michael Downey has been an instrumental member of the Artisoft board of
directors for the past eighteen months and brings nearly two decades of
executive and financial expertise to his new role as chairman of the board. He
currently serves on the board of directors of Emulex Corporation, a designer and
manufacturer of software- and hardware-based network access products that supply
high-performance communications solutions for managing the flow of time-critical
data between computers and peripheral equipment. He also held senior executive
positions at Nellcor Puritan Bennett and Shugart Corporation.
Downey added, "I am enthusiastic about my new role and look forward to working
closely with CEO Paul Thomas to execute a strategy that will continue to lead
the company towards increased growth and profitability."
T. Paul Thomas has been named CEO and president by the board of directors. Prior
to his promotion, Mr. Thomas had been chief operating officer and president, a
position he held since September 1997. Under Thomas' leadership, Artisoft
reduced operating expenses while increasing operating efficiency, built a
computer telephony infrastructure to capitalize on a growing market and
successfully launched TeleVantage, the award-winning PC-based phone system.
-more-
<PAGE>
ABOUT ARTISOFT
Artisoft, Inc. (NASDAQ: ASFT) of Cambridge, Mass., is a recognized leader in
providing easy-to-use, affordable computer telephony and communications software
solutions for small-to medium-sized businesses. Artisoft's innovative software
products have received more than 100 industry awards including "Product of the
Year", "Best of Show" and "Editors' Choice" by PC MAGAZINE, VARBUSINESS, CT
MAGAZINE and CTI MAGAZINE among others. The company distributes its products in
more than 100 countries around the world. For more information, please call
Artisoft at 800-914-9985 or visit http://WWW.ARTISOFT.COM.
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###
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This release may contain forward-looking statements that involve risks and
uncertainties. Among the important factors which could cause actual results to
differ materially from those in the forward-looking statements are the impact of
competitive products and pricing, product demand and market acceptance risks,
the presence of competitors with greater financial resources, product
development and commercialization risks, costs associated with integration and
administration of acquired operations, capacity and supply constraints or
difficulties, the results of financing efforts and other factors detailed in the
Company's filings with the Securities and Exchange Commission including its
recent filings on Forms 10-K and 10-Q.
Artisoft, TeleVantage, Visual Voice and LANtastic are registered trademarks of
Artisoft, Inc. Infofast, ModemShare, iShare, CoSession, ConfigSafe are
trademarks of Artisoft, Inc. All other company and product names mentioned may
be trademarks or registered trademarks of the respective companies with which
they are associated.
FOR ADDITIONAL INFORMATION, CONTACT:
Lorraine Anastasio
ARTISOFT, INC.
617-354-0600 x190
[email protected]
-----------------------
ARTISOFT NAMES FRANK GIRARD TO
BOARD OF DIRECTORS
GIRARD BRINGS OVER TWO DECADES OF TELECOMMUNICATIONS EXPERTISE TO ARTISOFT
CAMBRIDGE, MASS. - OCTOBER 7, 1998 -Artisoft(R), Inc. (NASDAQ: ASFT) is pleased
to announce that Francis E. Girard, president and CEO of Comverse Network
Systems (NASDAQ: CMVT) has been appointed to the Artisoft board of directors.
Mr. Girard's impressive career includes several high-profile positions within
the telecommunications and computing industries, including membership on the
Comverse Technology, Inc. board of directors. Prior to joining Comverse, Mr.
Girard was president and CEO of Boston Technology, which merged into Comverse
Network Systems, a subsidiary of Comverse Technology, Inc., and vice president
of sales, marketing and support for NEC Information Systems, Inc. In addition,
Mr. Girard is a Director of the Massachusetts Telecommunications Council.
"Frank's deep understanding of the telecommunications market place and rich
history of high-technology business success will compliment Artisoft's
knowledgeable board of directors," said Michael Downey, Artisoft's chairman of
the board. "I look forward to working closely with him to develop new business
strategies focused on the growth of Artisoft's computer telephony and
communications software offerings."
"The indisputable trend towards the convergence of data and voice technologies
provides Artisoft great opportunity within the computer telephony arena," said
Frank Girard. "I look forward to contributing insight and strategy support to
help Artisoft take advantage of this business growth potential."
ABOUT ARTISOFT
Artisoft, Inc. (NASDAQ: ASFT) of Cambridge, Mass., is a recognized leader in
providing easy-to-use, affordable computer telephony and communications software
solutions for small-to medium-size businesses. Artisoft's innovative software
products have received more than 100 industry awards including "Product of the
Year", "Best of Show" and "Editors' Choice" by PC MAGAZINE, VARBUSINESS, CT
MAGAZINE and CTI MAGAZINE among others. The company distributes its products in
more than 100 countries around the world. For more information, please call
Artisoft at 800-914-9985 or visit HTTP://WWW.ARTISOFT.COM.
###
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This release may contain forward-looking statements that involve risks and
uncertainties. Among the important factors which could cause actual results to
differ materially from those in the forward-looking statements are the impact of
competitive products and pricing, product demand and market acceptance risks,
the presence of competitors with greater financial resources, product
development and commercialization risks, costs associated with integration and
administration of acquired operations, capacity and supply constraints or
difficulties, the results of financing efforts and other factors detailed in the
Company's filings with the Securities and Exchange Commission including its
recent filings on Forms 10-K and 10-Q.
Artisoft, TeleVantage, Visual Voice and LANtastic are registered trademarks of
Artisoft, Inc. Infofast, ModemShare, iShare, CoSession, ConfigSafe are
trademarks of Artisoft, Inc. All other company and product names mentioned may
be trademarks or registered trademarks of the respective companies with which
they are associated.
