<PAGE>
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) JUNE 18, 1998
INSCI CORP.
Exact name of Registrant as specified in its Charter)
DELAWARE
(State of other jurisdiction of incorporation)
1-12966 06-1302773
Commission File No. I.R.S. Employer Identification
TWO WESTBOROUGH BUSINESS PARK,
WESTBOROUGH, MA 01581
Address of principal Zip Code
executive offices
(508) 870-4000
Registrant's telephone number,
including area code
<PAGE>
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On June 18, 1998, Messrs. Richard Gerstner, Leonard Gartner and
Mitchell Klein, members of the Board of Directors of the Registrant (the
"Company") resigned from the Board. Their resignations were not as a result of a
disagreement with the Company's operations, policies or practices but rather a
difference of opinion with respect to the exercise of their business judgment
concerning the extension and renewal of the employment agreement of the
Company's Chief Executive Officer, Mr. E. Ted Prince.
The departing Directors did not provide written resignations to the
Board. The Company issued a press release on June 18, 1998, a copy of which is
annexed as Exhibit 1.
In that regard, following their resignations, the Board appointed
two new independent Directors, Thomas Farkas and Robert Little. Mr. Farkas owns
approximately 25% of the issued and outstanding common stock of the Company and
is and has been engaged in the military technology and control systems business
for the past five years. Mr. Little is a retired attorney at law, admitted to
practice in the State of New York, and has not actively engaged in practice for
the past five years. Mr. Little is also a stockholder of the Company.
EXHIBITS
Copy of Press Release dated June 18, 1998.
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: June 24, 1998
INSCI CORP.
------------------------------
(Registrant)
/s/ E. Ted Prince
------------------------------
E. Ted Prince
Chief Executive Officer
<PAGE>
Exhibit 1
FOR IMMEDIATE RELEASE JUNE 18, 1998
Contact: Sandra Gillis Roger Kuhn
INSCI Corp INSCI Corp
(508) 870-4205 (508) 870-4014
[email protected] [email protected]
INSCI RESTRUCTURES DIRECTORS AND OFFICERS
WESTBOROUGH, MA - JUNE 18, 1998.... INSCI Corp (Nasdaq:INSI), today announced
that three Directors resigned and two new Directors were appointed.
Specifically, Leonard Gartner, Richard Gerstner and Mitchell Klein resigned and
Thomas Farkas and Robert F. Little joined the INSCI Board of Directors. Mr.
Farkas is a major INSCI shareholder and brings to the Board vast experience in
building technology and control systems businesses. Mr. Little is a retired
attorney and shareholder of the Company.
Subsequently, the restructured Board renewed Dr. E. Ted Prince's contract as
INSCI's Chairman, CEO and acting President, and authorized the hiring of a
President to focus on day to day management activities so that Dr. Prince may
focus primarily on high level business development with the Company's strategic
partners and the various outside activities as Chairman and CEO.
New Director Tom Farkas stated "The Board was very pleased to renew Dr. Prince's
employment agreement. Under Dr. Prince's direction the company developed and
acquired several new important products, entered the rapidly growing Windows NT
marketplace, expanded its overseas presence, expanded its relationship with
Unisys Corporation and entered into several new and potentially important
strategic relationships - most notable was the new Xerox DocuWorld relationship,
whereby INSCI was designated as one of Xerox's seven worldwide business partners
along with several other industry leading vendors including Sun Microsystems,
Adobe and Moore Business Systems".
INSCI Corp is a proven leader in delivering an electronic document repository
with integrated Internet, imaging, workflow, print-on-demand, electronic
distribution and archive (COLD) software for the enterprise level (high volume
production) market. INSCI's innovative software products enable customers to
improve their services through electronic access to documents (e.g. invoices,
statements, reports, etc.); provide financial savings through elimination of
paper and microfiche; and provide the foundation for the digital document "back
office" for electronic commerce applications. The Company's products are sold in
over 100 countries through the INSCI direct sales organization and its marketing
partnerships. For more information about INSCI Corp, visit its home page on the
Internet at http://www.insci.com.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties,
including risks associated with uncertainties pertaining to customer orders,
demand for products and services, development of markets for the Company's
products and services and other risks identified in the Company's SEC filings.
Actual results, events and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
release publicly the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
