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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): December 10, 1998
TREEV, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22970 54-1590649
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
500 Huntmar Park Drive, Herndon, Virginia 20170
(Address of principal executive offices) (Zip code)
(703) 478-2260
(Registrant's telephone number, including area code)
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<PAGE>
Item 5. OTHER EVENTS.
In a press release dated December 10, 1998, TREEV, Inc. announced a one-for-four
reverse stock split after approval by its shareholders at a special meeting held
on December 9, 1998. A reverse stock split was proposed to shareholders in
response to the minimum share price requirements for maintaining listing on the
Nasdaq National Market System. The reverse stock split took effect on December
10, 1998. A copy of the press release appears as Exhibit 99 to this Report and
is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
99 Press Release, dated December 10, 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: December 10, 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)
Exhibit 99
FOR IMMEDIATE RELEASE
For investor relations information, For marketing information, contact:
contact: TREEV
The Poretz Group, Investor Relations Paul Bender 703-478-2260
Karen Vahouny 703-506-1778 x224 [email protected]
[email protected]
TREEV ANNOUNCES SHAREHOLDER APPROVAL
OF REVERSE STOCK SPLIT
HERNDON, Va. -- December 10, 1998 -- TREEV, Inc. (NASDAQ/NMS: TREV) today
announced that its shareholders approved a proposal to effect a 1-for-4 reverse
stock split of its Common Stock at a special shareholders' meeting held on
December 9, 1998. A reverse stock split was proposed to shareholders in response
to the minimum share price requirements for maintaining listing on the Nasdaq
National Market System. The reverse stock split will take effect on December 10,
1998. For a period of twenty trading days, the Company's Common Stock will trade
under the ticker symbol TREVD; at the conclusion of that twenty day period, it
will again trade under TREV. The Company believes that the reverse stock split
will bring the minimum bid price of the Common Stock back into compliance with
the Nasdaq's continued listing standards.
"We're extremely pleased that our shareholders have endorsed this action and
given our management team a vote of confidence," notes Chairman and Chief
Executive Officer Jim Leto. "We believe it's important to maintain high
visibility with current and potential investors, especially as we recently
achieved operating profitability and have made enormous financial and
operational progress. We believe that the reverse stock split will allow us to
maintain our listing on Nasdaq's National Market System, while also reducing our
current outstanding shares from nearly 33.9 million to about 8.5 million--an
amount that continues to provide liquidity for institutional investors, yet is a
more appropriate number based on our size."
At the special meeting, shareholders also voted on and approved the issuance of
common shares under the Series N Convertible Preferred Stock. TREEV announced in
September 1998 it had secured $10 million in new equity financing through a
private placement of the new Series N Convertible Preferred Stock. Part of the
proceeds were used to redeem two classes of convertible preferred stock, the
Series K and Series L Convertible Preferred Stock, which had carried variable
conversion rates. Pursuant to the terms for the purchase of the Series N
Convertible Preferred Stock, the stock automatically converts into 3,898,940
shares of Common Stock upon the shareholders' approval of its issuance. Upon the
issuance of the Common Stock, the total number of shares outstanding will be
approximately 12.4 million.
As a result of the reverse stock split, the terms of the Company's publicly
traded warrants (NASDAQ/NMS: TREVW) have been amended to decrease the total
number of warrants outstanding from 654,000 to 163,500, and to increase the
exercise price from $1.00 to $4.00.
<PAGE>
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 Lockheed Martin, ALLTEL,
and EDS.
"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;
the price of the Company's 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.
