<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) DECEMBER 22, 1999
insci-statements.com, 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 5. OTHER EVENTS.
On December 22, 1999, the Registrant (the "Company") appointed Mr. Leonard
S. Simon to the Board of Directors of the Company. Mr. Simon was Vice Chairman
of Charter One Financial, Inc., a banking institution doing business in Ohio,
Michigan, New York, and other States. Mr. Simon was formerly the Chairman of
Internet Broadcasting Company, Inc. ("IBC"), a company recently acquired by the
Company. Mr. Simon also served from 1984 until 1997 as Chairman, President and
Chief Executive Officer of Rochester Community Savings Bank.
Additionally, on December 22, 1999, Mr. Darryl Dobin, President, Chief
Operating Officer, and a Director of the Company, resigned as an Officer and
Director of the Company. Mr. Dobin did not have any disagreement with the
Company's operating policies or practices.
Furthermore, on December 28, 1999, Mr. John Pemble was appointed as
President and Chief Operating Officer of the Company. Mr. Pemble formerly served
as President of Savoy Automation, Inc. ("Savoy") for one year. Savoy is engaged
in the business of developing and marketing software for energy management and
asset protection systems in commercial buildings. From 1996 to 1998, he was Vice
President for Special Projects at Fechtor Detwiler & Co., Inc., an investment
banking firm, where he was involved in mergers, acquisitions, and private
financings. From 1994 to 1996, Mr. Pemble was an Officer of Robotic Vision
Systems, Inc., a company engaged in the manufacture of capital equipment for the
semi-conductor industry.
EXHIBITS
(1) Copy of Press Release dated December 22, 1999.
(2) Copy of Press Release dated December 28, 1999.
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
January 4, 2000
insci-statements.com,Corp.
-------------------------------------
(Registrant)
/s/ Roger Kuhn
-------------------------------------
Roger Kuhn
Chief Financial Officer
<PAGE>
[Logo] insci -
statements.com
Two Westborough Business Park
Westborough, MA 01581
(508) 870-4000 - FAX: (508) 870-5585
FOR RELEASE DECEMBER 22, 1999 at 7:30 AM EST
- --------------------------------------------
Contact: Allen & Caron Inc or insci-statements.com
Mark Alvino (investors) Roger Kuhn
212-698-1360 508-870-4000
[email protected] [email protected]
Kari Rinkeviczie (media)
616-647-0780
[email protected]
INSCI-STATEMENTS.COM APPOINTS LEONARD S. SIMON
TO BOARD OF DIRECTORS
WESTBOROUGH, MA (December 22, 1999) . . . . insci-statements.com (Nasdaq: INSI),
a provider of Internet-based and on-site solutions for statement/bill
presentment services and digital document storage, workflow management, and
electronic commerce, today announced that it has appointed veteran banking and
financial industry executive Leonard S. Simon, Ph.D., 63, to its Board of
Directors, effective immediately. According to the announcement by
insci-statements.com Chairman and CEO E. Ted Prince, Ph.D., the appointment of
Dr. Simon brings over thirty-seven years of exemplary business and financial
experience to the insci Board.
Since 1997, Dr. Simon has been Vice Chairman of Cleveland-based Charter One
Financial, Inc (NYSE: CF). Charter One is a full-service bank with more than 400
banking locations in Ohio, Michigan, New York State, Illinois, Massachusetts and
Vermont. With approximately $32 billion in assets, it is one of the largest
banks in the nation. He has also served on the Board of Directors of TIAA-CREF
(Teachers Insurance and Annuity Association - College Retirement Equities Fund)
since 1981. TIAA-CREF, with more than $250 billion in assets under management,
is a leading financial services organization, a major institutional investor,
and the world's largest retirement system.
Dr. Simon was Chairman of the Board of Internet Broadcasting Company, a company
recently acquired by insci and, since 1997, he has also been on the Board of
Gateway American Bank of Ft. Lauderdale.
Dr. Prince commented, "Leonard's extensive banking, business and financial
background and his outstanding reputation brings a dimension and depth of
experience to our Board that will be of significant value to the Company going
forward. We look forward to calling on his informed counsel and working closely
with him as we build insci-statements.com into a leading worldwide provider of
Internet-based applications services for electronic statement and bill
presentment and on-site, enterprise software solutions for electronic document
management and delivery."
From 1984 until 1997, Dr. Simon served as Chairman, President and CEO of
Rochester, NY-based Rochester Community Savings Bank (RCSB) and its holding
company. He was Executive Vice President of RCSB from 1977 to 1984 and an
Assistant, Associate and Full Professor of Business Administration at the
William E. Simon Graduate School of Management at the University of Rochester in
New York from 1962 until 1979.
Dr. Simon is a frequent lecturer at business and financial conferences
throughout the United States and abroad and has testified before Congress and
other legislative bodies. He has written two books, one on quantitative methods
and the other on analytical marketing, and has published numerous scholarly
articles. He is listed in Who's Who in America.
Dr. Simon holds BS from MIT and an MS and Ph.D. from Columbia University. He
lives with his family in Rochester, NY and is active in various civic and
charitable organizations.
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
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 is a trademark of
insci-statements.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.
# # # #
<PAGE>
FOR RELEASE DECEMBER 28, 1999 at 7:30 AM EST
- --------------------------------------------
Contact: Allen & Caron Inc or insci-statements.com
Mark Alvino (investors) Roger Kuhn
212-698-1360 508-870-4000
[email protected] [email protected]
Owen Daley (media)
714-957-8440
[email protected]
INSCI-STATEMENTS.COM NAMES JOHN C. PEMBLE
PRESIDENT AND CHIEF OPERATING OFFICER
WESTBOROUGH, MA (December 28, 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
management, and electronic commerce, today announced that it has hired software
industry veteran John C. Pemble, 57, as its new President and Chief Operating
Officer, effective January 15, 2000. Pemble replaces Daryl R. Dobin who is
resigning as an officer and director of the company effective December 31 to
pursue other interests. According to the announcement by insci-statements.com
Chairman and CEO, E. Ted Prince, Ph.D., Pemble will be responsible for the
principal operating units of insci and lead the execution of the Company's
operating plan.
Dr. Prince said, "John's extensive background in leading the development and
expansion of software companies combined with his mergers and acquisition,
investment community and public company experience will be especially important
to insci as we take the Company to the next level. His skills will definitely
strengthen our executive management team and help us execute our strategy to
establish the Company as a leading worldwide provider of both Internet
portal-based applications services and on-site, enterprise software solutions
for electronic bill presentment and electronic statement management and
delivery."
Pemble comes to insci-statements.com from Westboro, MA-based Savoy Automation,
where he has served as President since 1998. Savoy is a privately held company
that develops and markets software for energy management and asset protection
systems in commercial buildings. While at Savoy, he helped develop a new
strategic direction for the company to prepare it for a successful venture
capital financing.
From 1996 to 1998, Pemble served as Vice President, Special Projects for Boston,
MA-based Fechtor, Detwiler & Co. Inc., a Boston-based investment banking firm
specializing in investment banking and financial advisory services for small to
medium size public companies in its geographic area. At Fechtor, Pemble was
responsible for M&A transactions as well as private financings to assist small
start-up companies.
From 1994 through 1996, Pemble was with Robotic Vision Systems, Inc (RVS), a
Canton, MA-based manufacturer of capital equipment for the semiconductor
industry. While at RVS, Pemble was instrumental in identifying, acquiring and
integrating three companies with technological and market synergy. He also
served as the CEO of the ID Matrix Division immediately following its
acquisition by RVS and led its integration into RVS.
From 1993 to 1994, Pemble was Chief Executive Officer of publicly-traded Acuity
Imaging, Inc., of Nashua, NH until it was acquired by Robotic Vision Systems,
Inc in 1994. Pemble led the formation of Acuity in 1993 through the merger of
two imaging processing companies, Itran of Manchester, NH and Automatix, Inc
located in Billerica, MA. During Pemble's tenure at Acuity, the Company began
trading on The Nasdaq SmallCap Market(R), and he negotiated the sale of Acuity
to Robotic Vision Systems, Inc for a significant premium over the then current
market value of Acuity.
Pemble has held several other senior executive posts during his career,
including four years as President and CEO of Itran Corp., a company that he
co-founded in 1982; National Sales Director of Modicon Inc; and various sales
and marketing positions at Square D Company.
Pemble earned a B.S.E.E. from Michigan State University and he currently resides
with his family in North Andover, MA.
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
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-statements.com Corp.
