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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 TO FORM 8-K (DATED JUNE 11, 1996)
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) September 8, 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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7. FINANCIAL STATEMENT
The Registrant (the "Company") supplements its 8-K Report Amendment No. 1
filed on May 24, 1996, with respect to the acquisition of the assets of the
Courtland Group, Inc. by the Company.
The Company supplementally submits as an exhibit to the within report the
executed Accountant's Report (Pannell Kerr Forster, PC), stating the city and
state in which the report was executed, as well as the Pro-Forma Financial
Statement with respect to the acquisition of the Courtland Group, Inc. by the
Company.
EXHIBITS
1. Signed Accountants' Report.
2. Pro-forma Financial Statement.
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
September 8, 1997
INSCI CORP.
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(Registrant)
/s/ E. TED PRINCE
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E.Ted Prince
Chief Executive Officer
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EXHIBIT 1
Independent Auditor's Report
To the Directors and
Stockholders
Courtland Group, Inc.
We have audited the accompanying balance sheet of Courtland Group, Inc. as of
March 27, 1996 and the related statements of operations, stockholder's equity
(deficit), and cash flows for the period May 1, 1995 to March 27, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Courtland Group, Inc. at March
27, 1996, and the results of its operations and its cash flows for the period
May 1, 1995 to March 27, 1996 in conformity with generally accepted accounting
principles.
As discussed in note 1 to the financial statements, Courtland Group, Inc.
completed the sale of certain net assets to a third party on March 28, 1996. The
accompanying balance sheet as of March 27, 1996 has been prepared as of a date
prior to the sale of net assets. The accompanying balance sheet does not include
any adjustments relating to the realization and classification of the recorded
net assets that might be necessary to reflect the intentions of the third party
purchaser.
New York, New York PANNELL KERR FORSTER PC
May 1, 1996
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EXHIBIT 2
PROFORMA RESULTS OF OPERATIONS (UNAUDITED)
INSCI
(AS REPORTED) COURTLAND ADJUSTMENTS PROFORMA
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Revenue $ 7,913 $ 767 $ -- $ 8,680
Cost of Revenue 3,311 407 -- 3,718
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Gross Margin 4,602 360 -- 4,962
Expenses 6,084 460 $400 6,944
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Loss from Operations (1,482) (100) (400) (1,982)
Interest Income-net 30 -- (4) 26
Income Tax Benefit -- 36 (36) --
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Net loss (1,452) (64) (440) (1,956)
Prefered Stock Dividend (470) -- -- (470)
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Net Loss Applicable
to Common Shares $(1,922) $ (64) $ (440) (2,426)
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Net Loss Per Common Stock $ (0.65)
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Weighted Average Common
Shares Outstanding 3,745
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