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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 17, 1998
TREEV, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-22970 54-1590649
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
500 HUNTMAR PARK DRIVE, HERNDON, 20170
VIRGINIA (Zip code)
(Address of principal executive
offices)
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(703) 478-2260
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Nasdaq has indicated that because the Company's stock has traded below the
Nasdaq minimum bid price of $1.00, the Company is not currently in compliance
with the minimum bid price requirement to maintain listing on the Nasdaq
National Market System. Nasdaq indicated further that if, on or before
October 7, 1998, the Company's Common Stock is not in compliance for at least
10 consecutive trading days, the Company's Stock will be delisted at the
opening of business on October 9. In an effort to maintain its listing, the
Company intends to request a hearing before October 7, 1998 if the Company is
out of compliance at that time. The Company understands that, under Nasdaq
procedures, the Company's Common Stock will continue to trade on Nasdaq
pending the outcome of that hearing. The Company will also file preliminary
proxy materials with the SEC to seek shareholder approval to effect a reverse
stock split.
The Company believes that if a reverse stock split is approved by
shareholders and implemented, the Company's Common Stock will trade at a
price above the minimum required bid price for continued listing on the
Nasdaq National Market System. However, no assurance can be given that the
market price would rise in proportion to the reverse split or remain at
levels necessary for such continued listing. Any inability to trade on Nasdaq
would likely adversely effect the market price and liquidity of the Common
Stock.
The Company will request a hearing with respect to delisting, and the Company
will pursue the shareholders' approval of the reverse stock split during the
period prior to the hearing. In the event that the Company's Common Stock
trades at a minimum price of more that $1.00 for a period of 10 consecutive
trading days, and the Company is thereby able to maintain its Nasdaq National
Market System listing, the Company will reassess whether to proceed with the
contemplated reverse stock split.
On September 17, 1998, the Company secured new equity financing through a
private placement of convertible preferred stock. A portion of the proceeds
from this sale will be used to redeem two classes of convertible preferred
stock, Series K and Series L, carrying variable conversion rates. Under the
terms of the new $10,000,000 equity transaction, the Company intends to use
approximately $7,100,000 to redeem its Series K and Series L Convertible
Preferred Stock and retain $2,900,000 for working capital needs. The Company
has issued the notice of redemption to the holders of the Series K and Series
L Convertible Preferred Stock and expects to complete the redemption and pay
the redemption price on September 25, 1998. The new equity financing was
made by a long-term individual TREEV investor who will receive Series N
Convertible Preferred Stock. When the Company completes the redemption, the
Company will have the remaining $2,900,000 in working capital from the equity
investment, which it believes should meet its working capital needs for the
remainder of 1998.
The new Series N Convertible Preferred Stock has a fixed price conversion
rate. Under the terms of the private placement, the fixed conversion rate
will be $.6412, which was based on the volume
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weighted average sales price of TREEV Common Stock on September 16, 1998. A
total of 15,595,760 shares of Common Stock is issuable on conversion of the
Series N stock.
The Series N Convertible Preferred Stock was not registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, all of the statements, expectations
and assumptions contained in the foregoing are forward looking statements
that involve a number of risks and uncertainties. Although the Company has
used its best efforts to be accurate in making these forward looking
statements, it is possible that the assumptions made by management are not
necessarily the most likely and may not materialize. In addition to those
factors, other important factors that could cause actual results to differ
materially include the following: business conditions and the amount of
growth in the computer industry and general economy; competitive factors;
ability to attract and retain customers; ability to attract business partners
and maintain and increase their levels of sales and marketing; ability to
attract and retain personnel, including key management personnel; maintenance
of the Company's Nasdaq listing; and the risk factors set forth from time to
time in the Company's SEC reports, including but not limited to its annual
report on Form 10-K and its quarterly reports on Forms 10-Q.
ITEM 7. EXHIBITS
99.1 Press Release, dated September 17, 1998, of TREEV, Inc.
99.2 Press Release, dated September 18, 1998, of TREEV, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, TREEV,
Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TREEV, INC.
Date: September 18, 1998 By: /s/ Jorge R. Forgues
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Jorge R. Forgues
Senior Vice President of Finance and
Administration, Chief Financial Officer
and Treasurer
(Principal Financial Officer and
Chief Accounting Officer)
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
FOR INVESTOR RELATIONS INFORMATION, CONTACT: FOR MARKETING INFORMATION, CONTACT:
The Poretz Group, Investor Relations TREEV
Karen Vahouny 703-506-1778 x224 Paul Bender 703-478-2260
[email protected] [email protected]
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TREEV ANNOUNCES PLAN TO COMPLY WITH NASDAQ REQUIREMENTS
HERNDON, VA. --SEPTEMBER 17, 1998 -- TREEV, Inc. (NASDAQ/NMS: TREV) today
announced that it will commence plans to effect a reverse stock split of its
Common Stock in response to the minimum share price requirements for
maintaining listing on the Nasdaq National Market System.
Nasdaq has indicated that because the Company's stock has traded below the
Nasdaq minimum bid price of $1.00, the Company is not currently in compliance
with the minimum bid price requirement to maintain listing on the Nasdaq
National Market System. Nasdaq indicated further that if, on or before
October 7, 1998, the Company's Common Stock is not in compliance for at least
10 consecutive trading days, the Company's Stock will be delisted at the
opening of business on October 9. In an effort to maintain its listing, the
Company intends to request a hearing before October 7, 1998 if the Company is
out of compliance at that time. The Company understands that, under Nasdaq
procedures, the Company's Common Stock will continue to trade on Nasdaq
pending the outcome of that hearing. The Company will also file preliminary
proxy materials with the SEC to seek shareholder approval to effect a reverse
stock split.
The Company believes that if a reverse stock split is approved by
shareholders and implemented, the Company's Common Stock will trade at a
price above the minimum required bid price for continued listing on the
Nasdaq National Market System. However, no assurance can be given that the
market price would rise in proportion to the reverse split or remain at
levels necessary for such continued listing. Any inability to trade on Nasdaq
would likely adversely effect the market price and liquidity of the Common
Stock.
The Company will request a hearing with respect to delisting, and the Company
will pursue the shareholders' approval of the reverse stock split during the
period prior to the hearing. In the event that the Company's Common Stock
trades at a minimum price of more than $1.00 for a period of 10 consecutive
trading days, and the Company is thereby able to maintain its Nasdaq National
Market System listing, the Company will reassess whether to proceed with the
reverse stock split.
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"We believe that it is important for TREEV to remain on the Nasdaq National
Market," notes Chairman and Chief Executive Officer Jim Leto. "The negative
market conditions this summer clearly have hindered the ability of our stock
to exceed $1.00, although our Company's financial condition and operations
have never been stronger. We believe that if the stock price does not trade
at $1.00 for 10 consecutive trading days it is in best interests of
shareholders to pursue the reverse stock split and bring us into compliance
with Nasdaq's minimum share requirements."
TREEV(R) is a leading developer and marketer of integrated document
management solutions. The Company's integrated software suite allows
businesses to quickly and easily build or customize client/server and
Web-based document management applications. TREEV's standards-based component
architecture consists of four core technologies: DocuTREEV(TM) (imaging),
DataTREEV(TM) (COLD), AutoTREEV(TM) (workflow) and OmniTREEV(TM) (document
management). Built on its award-winning patented object management
technology, the TREEV suite of software products extends a company's
investment in legacy and client/server applications by providing users with
flexible, cost-effective document management solutions. The Company's
software is marketed through partners such as Sybase (NASDAQ: SYBS), Lockheed
Martin (NYSE: LMT), ALLTEL (NYSE: AT), EDS (NYSE: EDS) and Intergraph
Corporation (NASDAQ: INGR).
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, all of the statements, expectations
and assumptions contained in the foregoing are forward looking statements
that involve a number of risks and uncertainties. Although the Company has
used its best efforts to be accurate in making these forward looking
statements, it is possible that the assumptions made by management are not
necessarily the most likely and may not materialize. In addition to those
factors, other important factors that could cause actual results to differ
materially include the following: business conditions and the amount of
growth in the computer industry and general economy; competitive factors;
ability to attract and retain customers; ability to attract business partners
and maintain and increase their levels of sales and marketing; ability to
attract and retain personnel, including key management personnel; maintenance
of the Company's Nasdaq listing; and the risk factors set forth from time to
time in the Company's SEC reports, including but not limited to its annual
report on Form 10-K and its quarterly reports on Forms 10-Q.
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EXHIBIT 99.2
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FOR IMMEDIATE RELEASE
FOR INVESTOR RELATIONS INFORMATION, CONTACT: FOR MARKETING INFORMATION, CONTACT:
The Poretz Group, Investor Relations TREEV
Karen Vahouny 703-506-1778 x224 Paul Bender 703-478-2260
[email protected] [email protected]
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TREEV PROVIDES FOR REDEMPTION OF SERIES K AND L PREFERRED STOCK
COMPANY ANNOUNCES NEW $10 MILLION EQUITY PRIVATE PLACEMENT
HERNDON, VA. --SEPTEMBER 18, 1998 -- TREEV, Inc. (NASDAQ/NMS: TREV) today
announced that it has secured new equity financing through a private
placement of convertible preferred stock, with part of the proceeds to be
used to redeem two classes of convertible preferred stock carrying variable
conversion rates. The new series of preferred stock will carry a fixed
conversion rate.
Under the terms of the new $10,000,000 equity transaction, the Company
intends to use approximately $7,100,000 to redeem its Series K and Series L
Convertible Preferred Stock and retain $2,900,000 for working capital needs.
The Company has issued the notice of redemption to the holders of the Series
K and Series L Convertible Preferred Stock, and expects to complete the
redemption and pay the redemption price on September 25, 1998. The new
equity financing was made by a long-term individual TREEV investor who will
receive Series N Convertible Preferred Stock. According to the Company, when
the Company completes the redemption, the $2.9 million in working capital
that will remain available from the new equity placement should meet its
working capital needs for the remainder of 1998.
The new Series N Convertible Preferred Stock has a fixed price conversion
rate. Under the terms of the private placement, the fixed conversion rate
will be $.6412, which was based on the volume weighted average sales price of
TREEV Common Stock on September 16, 1998. A total of 15,595,760 shares of
Common Stock is issuable on conversion of the Series N stock.
The Series N Convertible Preferred Stock was not registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
With the new equity financing and the redemption of the Series K and L
Preferred Stock, TREEV would have three classes of convertible preferred
stock, all of which are convertible into common stock at fixed rates: its
publicly traded Series A stock, the Series M and M1 stocks and the new Series
N stock.
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"We believe these actions are in the best interests of TREEV's shareholders,
since the equity infusion and the redemption of the variable rate convertible
stock should strengthen TREEV's financial position," states Chairman and
Chief Executive Officer Jim Leto. "We are encouraged that this action will
create more stability in our stock and put fears of a "moving target"
dilution figure to rest. It clarifies the exact number of fully diluted
shares outstanding."
TREEV(R) is a leading developer and marketer of integrated document
management solutions. The Company's integrated software suite allows
businesses to quickly and easily build or customize client/server and
Web-based document management applications. TREEV's standards-based component
architecture consists of four core technologies: DocuTREEV(TM) (imaging),
DataTREEV(TM) (COLD), AutoTREEV(TM) (workflow) and OmniTREEV(TM) (document
management). Built on its award-winning patented object management
technology, the TREEV suite of software products extends a company's
investment in legacy and client/server applications by providing users with
flexible, cost-effective document management solutions. The Company's
software is marketed through partners such as Sybase (NASDAQ: SYBS), Lockheed
Martin (NYSE: LMT), ALLTEL (NYSE: AT), EDS (NYSE: EDS) and Intergraph
Corporation (NASDAQ: INGR).
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, all of the statements, expectations
and assumptions contained in the foregoing are forward looking statements
that involve a number of risks and uncertainties. Although the Company has
used its best efforts to be accurate in making these forward looking
statements, it is possible that the assumptions made by management are not
necessarily the most likely and may not materialize. In addition to those
factors, other important factors that could cause actual results to differ
materially include the following: business conditions and the amount of
growth in the computer industry and general economy; competitive factors;
ability to attract and retain customers; ability to attract business partners
and maintain and increase their levels of sales and marketing; ability to
attract and retain personnel, including key management personnel; maintenance
of the Company's Nasdaq listing; completion of the redemption of the
Company's Series K and Series L Preferred Stock; and the risk factors set
forth from time to time in the Company's SEC reports, including but not
limited to its annual report on Form 10-K and its quarterly reports on Forms
10-Q.
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