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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) April 18, 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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5. OTHER EVENTS
The Registrant (the "Company"), received the return of the executed
Agreements on April 14, 1997, with respect to the acquisition of certain assets
and business from non-affiliated entities, known as Action Computer supplies
Holdings PLC ("Action") and DSI Data Systems International, Ltd. ("DSI"), United
Kingdom-based companies. The acquisition was as of March 3, 1997l. The Company
established a wholly-owned subsidiary in the United Kingdom (UK), known as INSCI
(UK) Limited, ("INSCI UK"), for the purchase of assets and business. The Company
agreed to pay 25,000 shares of restricted Common Stock as payment for
intellectual property rights involving software known as, FlowFile Software, in
addition to miscellaneous equipment and supplies, and assumed the installment
payment obligation on three (3) motor vehicles that were a part of the
transaction.
Additionally, the Company guaranteed certain financial obligations of INSCI
UK to Windsor Life Assurance company Limited and to three (3) former employees
of DSI, who are now employed by INSCI UK. The Agreements guarantee INSCI UK's
performance as a part of the Asset Purchase Agreement. The Agreement is governed
by the Laws of England.
The Company does not believe that the acquisition is financially
significant, as the value of the 25,000 shares was approximately $100,000. The
company granted cost-free registration rights to DSI and, in addition, also
granted an aggregate of 100,000 options to purchase 100,000 shares of the
Company's Common Stock to three (3) employees of INSCI UK, based upon specific
performance criteria. The stock options vest annually over a period of three (3)
years, as a part of the Employment Agreements. (Each employee has the right to
receive 33,333 stock options each.)
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: New York, New York
April 18, 1997
INSCI CORP.
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(Registrant)
/s/ ROGER KUHN
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ROGER KUHN
Chief Financial Officer
