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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) DECEMBER 10, 1999
insci-statements.com, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On December 10, 1999, the Registrant ("Company") acquired all of
the issued and outstanding Common Stock from the Stockholders of a Company known
as, Internet Broadcasting Company, Inc. ("IBC"). The Shareholders of IBC
exchanged all of the issued and outstanding stock in IBC for a pro rata
aggregate of 1,000,000 restricted shares of the Common Stock of the Company.
The Company and/or any of its officers, directors, affiliates or
associates did not have any material or other business relationship with IBC or
any of its stockholders.
The Company utilized 1,000,000 shares of its Common Stock $.01 par
value from its authorized, but unissued, Common Stock in purchasing all of the
shares of IBC. The former Stockholders of IBC were granted registration rights
for their shares in the Company, and the Company agreed to use its best efforts
to register the shares within six (6) months or 180 days from the completion of
the acquisition. The Company did not utilize any Bank borrowings with respect to
the purchase price for the IBC shares of Common Stock.
IBC is engaged in the business of developing software for web access
and viewing, as well as the digital archiving and distribution of production
print documents. The Company intends to utilize the IBC technology, in
conjunction with its existing products, and become a participant in the
electronic bill presentment and payment market. Furthermore, the Company intends
to establish a web-based portal model for doing business in the E-commerce area
by the integration of electronic printing over the Internet.
(b) The Company, in acquiring all of the shares of Common Stock of IBC
will use the IBC technology in the development of software for web access and
digital archiving with respect to the distribution of production print
documents.
The Company further acquired all of the property and equipment of IBC,
as well as assumed its lease obligations. contracts and accounts payable and
agreed to pay the sum of $870,000 of IBC accounts payable..
Annexed hereto and marked Exhibit 1 is a copy of the Purchase
Agreement, and annexed as Exhibit 2 is a copy of the Press Release issued by the
Company with respect to the acquisition of IBC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Company will file the financial statements as required by amendment
to the within report.
EXHIBITS
1. Copy of Press Release.
2. Copy of Acquisition Agreement between IBC and the Company,
to be filed by amendment.
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
December 27, 1999
insci-statements.com, CORP.
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(Registrant)
/s/ ROGER KUHN
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ROGER KUHN,
Chief Financial Officer
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FOR RELEASE DECEMBER 16, 1999 at 7:30 AM EST
CONTACT: ALLEN & CARON INC OR INSCI CORP
Mark Alvino (investors) Roger Kuhn, CFO
212-698-1360 [email protected]
[email protected] Hal Morrow, Marketing
Kari Rinkeviczie (media) [email protected]
616-647-0780 508-870-4000
[email protected]
INSCI-STATEMENTS.COM COMPLETES ACQUISITION OF
INTERNET BROADCASTING COMPANY (IBC)
WESTBOROUGH, MA (DECEMBER 16, 1999) . . . . insci-statements.com, Corp (Nasdaq:
INSI) (insci), a provider of Internet-based and on-site solutions for
statement/bill presentment services and digital document storage, workflow, and
electronic commerce, today announced that it has completed its previously
announced acquisition of privately-held Internet Broadcasting Company (IBC) of
Pompano Beach, FL. IBC is a leading developer and provider of proprietary
technology for the secure delivery of financial documents via the Internet.
Under the terms of acquisition agreement, insci-statements.com acquired all of
the stock of IBC in exchange for 1,000,000 shares of insci Common Stock. The
acquisition will be accounted for as a pooling of interests. Further terms were
not disclosed.
According to the announcement by insci-statements.com Chairman and CEO E. Ted
Prince, Ph.D., the acquisition of IBC represents an important strategic step by
the Company to establish itself as a leading worldwide provider of both Internet
portal-based applications services and on-site, enterprise software solutions
for secure high-volume electronic document management and delivery.
insci has formed a separate business unit to market and sell statement and
document presentment services worldwide through direct and reseller channels.
IBC will continue to operate from its facilities in Pompano Beach and become a
key part of this new business unit.
ABOUT insci-statements.com
insci-statements.com is a leading provider of statement/bill portal services and
digital document storage, workflow, and electronic commerce solutions. The
company's portal services and software solutions are designed to help customers
become more competitive, streamline business processes, improve customer
service, and take advantage of new technological developments to drive revenues.
For more information about insci-statements.com, visit its home page on the
MORE-MORE-MORE
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INSCI-STATEMENTS.COM COMPLETES ACQUISITION
PAGE 2-2-2
Internet at www.insci.com. For additional investor relations information
visit the Allen & Caron Inc Web site at www.allencaron.com
INSCI is a registered mark and insci-statements.com and COINSERV are trademarks
of INSCI Corp.
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.
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