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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] Quarterly Report under Section 13 or 15d of the Securities Exchange Act of
1934 for the quarterly period ended: June 30, 2000
[ ] Transition report pursuant to Section 13 or 15d of the Securities Exchange
Act of 1934 For the Transition period from _______________ to _____________
Commission file number: 1-12966
insci-statements.com, corp.
(Exact name of registrant as specified in its charter)
Delaware 06-1302773
------------------------ ------------------------------------
(State of incorporation) (IRS employer identification number)
Two Westborough Business Park
Westborough, MA 01581
(Address of principal executive offices)
Issuer's telephone number, including area code: (508) 870-4000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Title of Each Class Outstanding August 11, 2000
------------------- -----------------------------
Common stock, par value $.01 15,837,014
Transitional Small Business Disclosure Format (check one)
Yes No X
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insci-statements.com, corp.
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30, 2000 3
Consolidated Statements of Operations for the Three Months 4
Ended June 30, 2000 and 1999
Consolidated Statements of Cash Flows for the Three Months 5
Ended June 30, 2000 and 1999
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Change in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
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PART I FINANCIAL INFORMATION:
insci-statements.com, corp.
CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
JUNE 30,
ASSETS 2000
--------
Current assets:
Cash and cash equivalents $ 2,950
Accounts receivable, net 2,767
Inventory 140
Prepaid expenses and other 277
--------
Total current assets 6,134
Property & equipment, net 1,932
Deposits 147
Goodwill and other intangible assets, net 6,205
Other assets 670
--------
Total assets $ 15,088
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit $ 569
Accounts payable 1,516
Accrued expenses:
Compensation 292
Vacation 357
Incentive 320
Other 902
Other current liabilities 329
Current portion of capital lease obligations 411
Deferred revenue 1,516
--------
Total current liabilities 6,212
--------
Capital lease obligations, net of current portion 291
Other liabilities 225
Stockholders' equity :
Common stock 158
Preferred stock 7
Additional paid-in capital 46,630
Deferred compensation (303)
Accumulated deficit (38,097)
Accumulated translation adjustment (35)
--------
Total stockholders' equity 8,360
--------
Total liabilities and stockholders' equity $ 15,088
========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
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insci-statements.com, corp
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
THREE MONTHS ENDED
JUNE 30,
2000 1999
-------- --------
Revenue
Product $ 1,260 $ 910
Services 1,619 1,545
-------- --------
Total revenue 2,879 2,455
-------- --------
Cost of revenue
Product 289 353
Services 898 717
-------- --------
Total cost of revenue 1,187 1,070
-------- --------
Gross margin 1,692 1,385
-------- --------
Expenses
Sales and marketing 1,233 850
Product development 1,662 688
General and administrative 1,165 1,183
-------- --------
Total expenses 4,060 2,721
-------- --------
Loss from operations (2,368) (1,336)
-------- --------
Other expense
Interest expense, net - (39)
Other (3) (4)
-------- --------
Total other expense (3) (43)
-------- --------
Net loss (2,371) (1,379)
Preferred stock dividends (68) (160)
-------- --------
Net loss applicable to common shares $ (2,439) $ (1,539)
======== ========
Net loss per common share - basic and diluted $ (0.17) $ (0.19)
======== ========
Weighted average common shares outstanding
- basic and diluted 13,999 8,100
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
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insci-statements.com, corp
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
THREE MONTHS ENDED
JUNE 30,
2000 1999
-------- --------
Cash flows from operating activities:
Net loss $ (2,371) $ (1,379)
Reconciliation of net loss to net cash
used in operating activities:
Depreciation and amortization 354 116
Amortization of deferred software costs - 283
Stock options granted for services 12 354
Stock granted for incentive compensation 10 -
Changes in assets and liabilities:
Accounts receivable (79) (232)
Inventory 1 (40)
Prepaid expenses and other current assets (242) (90)
Deposits 108 -
Other assets 40 (8)
Accounts payable 203 (205)
Accrued and other liabilities 405 35
Deferred maintenance revenue 370 (68)
-------- --------
Net cash used in operating activities (1,189) (1,234)
-------- --------
Cash flows from investing activities:
Additions to capitalized software development costs - (161)
Additions to purchased software costs - (235)
Capital expenditures (194) (182)
Cash acquired upon purchase of Lognet, net of
acquisition costs 2,845 -
-------- --------
Net cash used in investing activities 2,651 (578)
-------- --------
Cash flows from financing activities:
Net repayments on bank line of credit (379) -
Repayments of capital lease obligations (116) (2)
Proceeds from convertible loans - 176
Proceeds from issuance of common stock - 574
Proceeds from exercise of options of common stock 107 -
Foreign currency translation (35) -
-------- --------
Net cash (used in) provided by financing activities (423) 748
-------- --------
Net change in cash and cash equivalents 1,039 (1,064)
Cash and cash equivalents at beginning of period 1,911 1,886
-------- --------
Cash and cash equivalents at end of period $ 2,950 $ 822
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 35 $ 50
Cash paid for income taxes $ - $ -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
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insci-statements.com, corp
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING AND INVESTING ACTIVITIES:
During the three months ended June 30, 2000 and June 30, 1999, the Company
issued 322,974 and 721,164 shares, respectively, of its common stock for the
conversion of its 8% convertible preferred stocks.
During the three months ended June 30, 2000 and June 30, 1999, the Company
issued 18,069 and 42,383 shares, respectively, of its 8% convertible redeemable
preferred stock in payment of the dividends due on this stock.
During the three months ended June 30, 2000, the Company issued 2,500,000
restricted shares of its common stock to acquire all of the common shares of
Lognet 2000, Inc.
During the three months ended June 30, 2000 and 1999, the Company acquired
property and equipment under capital leases with values of $26,000 and $7,000,
respectively.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
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insci-statements.com, corp.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The financial statements included in this report have been prepared by
insci-statements.com, corp., (the "Company" or "insci"), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission (the
"Commission"). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, we believe that the disclosures contained herein are
adequate to make the information presented not misleading. The financial
statements should be read in conjunction with the:
1. Supplemental pro forma financial statements and notes thereto for the
fiscal year ended March 31, 2000 included in the Company's 8-K/A filing on
August 7, 2000.
2. Financial statements and notes thereto included in the Company's annual
report on Form 10-KSB, filed on June 29, 2000, for the fiscal year ended
March 31, 2000, and
3. The Company's definitive proxy statement for its 2000 Annual Meeting of
Stockholders filed with the Commission on July 27, 2000.
In the opinion of the management of the Company, the accompanying unaudited
financial statements reflect all adjustments (of a normal and recurring nature)
which are necessary to present fairly the financial position of the Company as
of June 30, 2000 and the results of operations for the three months ended June
30, 2000 and 1999, and cash flows for the three months ended June 30, 2000 and
1999.
The accompanying consolidated financial statements give effect to insci's
acquisition of Lognet 2000, Inc. ("Lognet") on May 24, 2000, which has been
accounted for by the purchase method of accounting. Accordingly, operating
results for the three months ended June 30, 2000 and the Statements of Cash
Flows for the three months ended June 30, 2000 include the results of Lognet
subsequent to the date of acquisition.
Additionally, the accompanying consolidated financial statements give
retroactive effect to insci's acquisition of Internet Broadcasting Company, Inc.
("IBC") on December 10, 1999, which has been accounted for as a pooling of
interests. Accordingly, operating results for the three months ended June 30,
1999 and the statement of cash flows for the three months ended June 30, 1999
include the combined actual historical results of IBC and insci. IBC had
incurred losses prior to its acquisition by insci. These losses are included in
the consolidated statements of operations.
The accompanying financial statements also include the operations of insci
and its wholly-owned subsidiaries, InfiniteSpace.com, Corp., our
business-to-business electronic statement presentment application service
provider located in Westborough, MA, and INSCI (UK) Limited, a product
development center located in the United Kingdom. The INSCI (UK) Limited
subsidiary is not financially significant to the consolidated results of the
Company. All significant intercompany transactions and balances have been
eliminated in the preparation of these financial statements.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
ACQUISITIONS
On May 24, 2000, the Company completed the acquisition of Lognet 2000, Inc.
("Lognet") in a stock for stock exchange. The Company issued 2,500,000 shares of
its common stock in exchange for all outstanding common stock of Lognet. Lognet,
a privately held company located in Totowa, New Jersey, and its wholly-owned
subsidiary, Lognet Systems Ltd. located in Haifa, Israel, are in the PC-to-host
and print connectivity industries, as well as the business of electronic bill
presentment and payment (EBPP). The acquisition was accounted for by the
purchase method of accounting.
The preliminary purchase price was allocated to the estimated fair value of
assets acquired and liabilities assumed. The preliminary purchase price
allocation is based on the Company's estimates of respective fair values. The
components of the purchase price and preliminary allocation are as follows:
2,500,000 restricted shares of insci common stock $8,438
Debt assumed 488
Acquisition costs 216
------
Total consideration & acquisition costs $9,142
======
Preliminary allocation of purchase price:
Current assets $3,319
Property & equipment 172
Other assets 140
Goodwill 6,257
Current liabilities (522)
Other liabilities (224)
------
Total $9,142
======
The excess of consideration paid over the fair market value of net assets
(goodwill) will be amortized over ten years, its estimated useful life.
On December 10, 1999, the Company completed the acquisition of Internet
Broadcasting Company, Inc. ("IBC") in a stock for stock exchange. The Company
issued 1,000,000 shares of its common stock in exchange for all outstanding
common stock of IBC. Additionally, all vested and unvested IBC stock options
were exchanged for similar insci stock options. IBC, a privately held company
located in Pompano Beach, Florida, is a developer and provider of proprietary
technology for the secure delivery of financial documents. The acquisition was
accounted for as a pooling of interests, and, accordingly, the financial
statements for periods prior to the combination have been restated to include
the accounts and results of operations of IBC.
LOSS PER SHARE
Basic net loss per common share is computed by dividing net loss applicable
to common shares by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is the same as basic net loss per
share since the inclusion of stock options, warrants and convertible securities
would be antidilutive. For the three months ended June 30, 2000 and June 30,
1999, 7,620,071 and 10,139,000 stock options, warrants and convertible
securities were excluded because their effect would be antidilutive.
ISSUANCE OF COMMON STOCK
On May 24, 2000, 2,500,000 restricted shares of common stock were issued in
exchange for all of the common stock of Lognet 2000, Inc.
During the three months ended June 30, 2000, options were exercised to
purchase 50,333 shares of common stock for $107,000. Additionally, 297,122
shares of preferred stock were converted into 322,974 shares of common stock.
CONTINGENCIES
None
CREDIT FACILITY
On July 16, 1999, the Company executed an Agreement ("Agreement") with
Silicon Valley Bank ("SVB") to renew its bank line of credit. The terms of this
Agreement provided for a $1,500,000 working capital credit facility for a term
of one year. The terms further provided for working capital advances up to
seventy five percent of the Company's eligible domestic accounts receivable
under ninety days from invoice date. Collateral for the line, which was secured
by a lien, was comprised of all Company assets. The rate of interest to be paid
to SVB was prime plus one percent. This Agreement expired on June 25, 2000. Upon
expiration of the Agreement, the Company had no borrowings outstanding against
this credit facility. The Company is currently discussing the terms of a new
line of credit with SVB and expects to have this line in place within the next
forty-five days.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
During the second half of our last fiscal year, ending March 31, 2000 we
established InfiniteSpace.com, Corp (Infinite), our business-to-business,
electronic statement presentment application service provider (ASP), as a
separate wholly-owned subsidiary. The initial focus of this start-up operation
is to provide electronic statement presentment services to the financial
services industry, a sector where we currently do approximately 60% of our
business. Infinite will also introduce a range of innovative new ASP based
products for the rapidly emerging electronic statement/bill presentment market
to service the business-to-business needs of other industries.
Revenues for Infinite are based upon recurring transaction charges for
archiving, retrieving, viewing, presenting and transmitting electronic
statements and bills over the Internet. We believe that the market for our ASP
services is large and that the potential long term revenue stream from Infinite
is significant and will grow more rapidly than our traditional software products
business. Due to the start-up nature of this operation, we anticipate that
Infinite will incur losses during our current fiscal year. The following table
reflects the impact of Infinite on the consolidated operating results of the
Company for the quarter ended June 30, 2000:
insci-statements.com, corp. (parent company)
Revenues $ 2,879
Net (loss) (542)
InfiniteSpace.com, Corp.
Net (loss) (1,829)
Consolidated net (loss) (2,371)
COMPARISON OF RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship that certain items of the Company's results of operations bear to
total revenue:
THREE MONTHS ENDED
JUNE 30,
2000 1999
---- ----
Revenue % %
---- ----
Product 44 37
Services 56 63
---- ----
Total revenue 100 100
Cost of revenue
Product 10 14
Services 31 29
---- ----
Total cost of revenue 41 43
---- ----
Gross margin 59 57
Expenses
Sales and marketing 43 35
Product development 58 28
General and administrative 40 48
---- ----
Total expenses 141 111
---- ----
Income (loss) from operations (82) (54)
Other expense, net - (2)
---- ----
Net income (loss) (82) (56)
==== ====
THREE MONTHS ENDED JUNE 30, 2000 AS COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 1999:
REVENUE
We develop, sell, install and support electronic document repository
software with integrated internet, imaging, workflow, print-on-demand,
electronic distribution and archive (COLD) software for the enterprise level
(high volume production) market. Sales to end-users generally include software,
systems integration and consulting services, installation, and training.
Post-installation maintenance and customer support is available under the terms
of a separate contract at an additional charge. We sell our products through a
combination of a direct sales force and indirectly through VARs, distributors
and sales alliances with companies including Unisys Corporation, Xerox
Corporation and Moore Corporation. Revenue is net of discounts and allowances
given to third party VARs and distributors.
Revenues for the quarter ended June 30, 2000 (the "current quarter")
totaled $2,879,000 and increased by 17% compared to revenues of $2,455,000 for
the quarter ended June 30, 1999. This increase reflects higher demand in the
software marketplace as customers normalize purchases that were slowed last year
due to Y2K concerns. Revenues for Infinite for the current quarter were not
material.
Product revenue was $1,260,000 for the current quarter and increased by 38%
compared to product revenue of $910,000 for the same quarter last year. Demand
for our products for electronic archiving is increasing as our customers
increase their needs for storing and transmitting documents over the Internet.
Services revenue totaled $1,619,000 for the current quarter and increased by
five percent compared to $1,545,000 for the same period last year, reflecting
higher demand for our professional services combined with increased maintenance
revenue from our growing installed base.
For the quarter ended June 30, 2000 we received in excess of ten
percent of our total revenues from Xerox Corporation, one of our strategic sales
partners. A decline in revenues from this sales partner in future quarters could
materially effect the revenues and operating results of the Company.
GROSS MARGIN AND COST OF REVENUE
Gross margin for the quarter ended June 30, 2000 was $1,692,000 and
increased 22% compared to gross margin of $1,385,000 for the same quarter last
year. Gross margin as a percent of revenues was 59% for the current quarter
compared to 57% for the same quarter last year. This increase is primarily the
result of a higher proportional increase in product revenues, which have higher
gross margins than services revenues.
SALES AND MARKETING
Sales and marketing expenses for the quarter ended June 30, 2000 were
$1,233,000 and increased by 45%, compared to expenses of $850,000 for the
quarter ended June 30, 1999. This increase reflects Infinite start-up expenses
for its selling organization and marketing activities. We plan to make continued
investments in Infinite's sales organization during our current fiscal year in
order to realize expected future revenue growth from the ASP marketplace.
PRODUCT DEVELOPMENT
Product development expenses for the quarter ended June 30, 2000 were
$1,662,000 and increased by 142% compared to $688,000 for the same quarter last
year. Expenditures for the June 2000 quarter reflect additional product
development expenses for InfiniteSpace in the amount of $527,000 resulting from
our acquisitions of Internet Broadcasting Company in December 1999 and Lognet in
May 2000. The product development expenses of these operations are included in
Infinite's expenses. Both of these operations have products and expertise to
address our strategic direction of providing products for the rapidly growing
ASP market for back office e-commerce support for document archiving and
Internet delivery.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were $1,165,000 for the quarter ended
June 30, 2000 and decreased by 2% compared to $1,183,000 for the same quarter
last year. There were no material changes in overall general and administrative
expenses.
OTHER EXPENSE
Other expense for the quarter ended June 30, 2000 was $3,000 compared to
other expense of $43,000 for the same quarter last year. Other expense for last
year's quarter includes $39,000 of interest expense for IBC.
NET LOSS
Net loss for the quarter ended June 30, 2000 was $2,371,000 compared to a
net loss of $1,379,000 for the same quarter last year. The loss for the June
2000 quarter includes a loss of $1,829,000 for Infinite, our start-up subsidiary
addressing the ASP market.
FORWARD LOOKING COMMENTS
We believe that opportunities to increase future revenues are best served
by supporting investments that address the rapidly expanding market for Internet
based statement/bill presentment services and digital document storage,
workflow, and electronic commerce. We are addressing this market by separating
our two principal businesses, on-site software solutions and portal based
solutions, both operationally and financially, through the establishment of our
business-to-business, electronic statements presentment Internet portal as a
separate wholly-owned subsidiary named InfiniteSpace.com, Corp. We have also
continued to increase our expenditures for product development with the
objective of continuing to provide leading products to the markets that we
serve. We are not able to predict, however, when and to what degree future
revenue increases from our Internet based products may occur. In addition, the
long sales cycle associated with our products and market combined with the large
dollar value of many customer orders, which may or may not be received in a
given quarter, can result in quarter-to-quarter revenue volatility.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company had $2,950,000 of cash and working deficit
of $78,000 in comparison to $822,000 of cash and working capital of $137,000 as
of June 30, 1999. Accounts receivable were $2,767,000 with weighted days
outstanding of 59 as of June 30, 2000 compared to receivables of $3,269,000 with
weighted days outstanding of 65 as of June 30, 1999.
The Company's cash flows are summarized below for the periods indicated:
(in thousands)
THREE MONTHS ENDED
JUNE 30,
2000 1999
------- -------
Cash provided by (used in)
Operating activities $(1,189) $(1,234)
Investing activities 2,651 (578)
Financing activities (423) 748
------- -------
Increase(decrease) in cash and cash equivalents $ 1,039 $(1,064)
======= =======
Cash and cash equivalents at end of period $ 2,950 $ 822
On July 16, 1999, the Company executed an Agreement ("Agreement") with
Silicon Valley Bank ("SVB") to renew its bank line of credit. The terms of this
Agreement provided for a $1,500,000 working capital credit facility for a term
of one year. The terms further provided for working capital advances up to
seventy five percent of the Company's eligible domestic accounts receivable
under ninety days from invoice date. Collateral for the line, which was secured
by a lien, was comprised of all Company assets. The rate of interest to be paid
to SVB was prime plus one percent. This agreement expired on June 25, 2000. Upon
expiration of the Agreement, the Company had no borrowings outstanding against
this credit facility. The Company is currently discussing the terms of a new
line of credit with SVB and expects to have this line in place within the next
forty-five days.
The Company is now in discussions to secure additional sources of capital,
such as additional equity offerings and the above mentioned credit facility,
which are necessary to fund our currently proposed activities for future
periods. There can be no assurances, however, that we will be successful in
obtaining funds from any such sources. If additional funds are raised by
issuance of equity securities, dilution to our stockholders may result. If
additional funds are not available, we will be required to modify execution of
our business plan.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT:
With the exception of historical information, the matters discussed in this
report are "forward looking statements" as the term is defined in Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. While we believe that our strategic plan is on
target and the business outlook remains strong, several important factors, many
of which are beyond our control, have been identified which could cause results
to differ materially from historical, planned, implied or predicted results.
While we have achieved an operating income in some past quarters, we
historically have been unable to generate sales volumes necessary to achieve
profitability on a sustained basis. We have experienced, and may in the future
experience, significant quarter to quarter fluctuations in revenues and the
results of operations. Such fluctuations may result in volatility in the market
price of our Common Stock.
Quarterly revenues and results of operations may fluctuate as the result of
a variety of factors, including the lengthy sales cycle for our products, the
proportion of revenues attributable to software license fees versus services,
the amount of revenue generated by alliances with other companies selling our
products, demand for our products, the size and timing of individual license
transactions, the introduction of new products and product enhancements by us or
our competitors, changes in customer budgets, competitive conditions in the
industry and general economic conditions. Additionally, the sale of our products
generally involves a significant commitment of capital by our customers and may
be delayed due to time consuming authorization procedures within an
organization. Other factors affecting our operating results include our ability
to design and introduce on a timely basis new products which compete effectively
on the basis of price and performance and which address customer requirements,
product obsolescence, technological changes, competition and competitive
pressures on price, the ability to hire and retain qualified personnel and
general economic conditions affecting the investment by potential customers in
peripheral computer devices. There is no assurance that we can maintain or
increase our sales volume going forward or that we will be able to achieve a
profit in the marketing of our products.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best of the Company's knowledge, there are no material legal
proceedings pending against the Company or any of its property, nor was any such
proceeding terminated during the quarter ended June 30, 2000.
ITEM 2. CHANGE IN SECURITIES
On April 4, 2000, the Company entered into a Rights Agreement with First
Union National Bank, as the rights agent whereby the Board of Directors of the
Company declared a dividend distribution of one common share purchase right (a
"Right") for each outstanding share of common stock of the Company. The dividend
was payable on April 19, 2000 to stockholders of record on that date. Subject to
certain exceptions contained in the Rights Plan, should a person or entity
became the beneficial owner of 15% or more of the Company's outstanding common
stock, each Right (other than those held by the new 15% shareholder) would be
exercisable to purchase that number of shares of the Company's common stock
having, at the time, a market value equal to 2 times the current exercise price.
The exercise price will initially be $47.00 per Right, subject to adjustment for
certain events. The Rights expire on April 4, 2010 (unless previously triggered)
and/or subject to redemption by the Board of Directors of the Company at $.001
per Right at any time prior to the first date upon which they become
exercisable. A copy of the Rights Agreement was previously filed as an exhibit
to Form 8-K dated April 7, 2000.
Additionally, on May 24, 2000, the Company and its wholly-owned subsidiary
InfiniteSpace.com, Corp. aquired all the issued and outstanding common stock
from the stockholders of a Company known as Lognet 2000, Inc. The shareholders
of Lognet exchanged all the issued and outstanding stock of Lognet for a pro
rata aggregate of 2.5 million restricted shares of insci-statements common
stock. The former stockholders of Lognet were granted registration rights for
their shares in the Company. A copy of the Shares Exchange Agreement was
previously filed as an exhibit to Form 8-K dated June 8, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
This item is not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
This item is not applicable.
ITEM 5. OTHER INFORMATION
This item is not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit 27, Financial Data Schedule
(B) REPORTS ON FORM 8-K.
A report of Form 8-K, dated April 7, 2000 was filed by the Company
on April 7, 2000 regarding the adoption of a rights agreement.
A report of Form 8-K, dated May 24, 2000 was filed by the Company on
June 8, 2000 regarding the acquisition of Lognet 2000, Inc.
A report of Form 8-K/A, dated May 24, 2000 was filed by the Company
on August 7, 2000 as a supplement to the Form 8-K dated the same
day, regarding submission of supplemental financial statements for
the acquisition of Lognet 2000, Inc.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
insci-statements.com, corp
Date: August 11, 2000 By: /S/ ROGER C. KUHN
------------------------------------------
Roger C. Kuhn
Vice President and Chief Financial Officer
