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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 4, 1997
INSCI CORP.
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(Exact name of Registrant as specified in its Charter)
DELAWARE
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(State of other jurisdiction of incorporation)
1-12966 06-1302773
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Commission File No. I.R.S. Employer Identification
Two Westborough Business Park,
Westborough, MA 01581
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Address of principal Zip Code
executive offices
(508) 870-4000
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Registrant's telephone number,
including area code
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ITEM 5. OTHER EVENTS
On June 4, 1997, the Board of Directors of the Registrant, (the "Company")
appointed Andre Daniel-Dreyfus and Mitchell Klein as members of the Board of
Directors of the Company. Messrs. Daniel-Dreyfus and Klein will serve as
independent members of the Board of the Company.
Mr. Daniel-Dreyfus is employed by Fechtor, Detwiler & Co., Inc., since 1989
and is a Senior Vice President in the corporate finance department.
Mr. Klein is currently a general securities principal and Managing Director
of Brill Securities, Inc. a broker/dealer and member of the NYSE, NASD and SIPC.
From November of 1992 to February of 1994, Mr. Klein was a general securities
representative with Bear, Stearns & Co., Inc. Prior to that, Mr. Klein was a
private investor.
Messrs. Daniel-Dreyfus and Klein, as members of the Board of Directors,
will receive 100,000 options each to purchase 100,000 shares of common stock in
the Company at $3.25 per share, the fair market value at the time of grant, with
options to vest over a three period on the basis of 33 1/3% each year. The
vesting schedule of the options is accelerated in the event of a change of
control in the Company.
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: Westborough, MA
June 18, 1997
INSCI CORP.
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(Registrant)
/s/ ROGER C. KUHN
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ROGER C. KUHN
CHIEF FINANCIAL OFFICER
