TREEV INC
8-K, 1999-08-03
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               ------------------

Date of Report (Date of earliest event reported): August 3, 1999

                                   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)


- --------------------------------------------------------------------------------


<PAGE>



Item 5.           Other Events.

         On August 3, 1999,  TREEV,  Inc. (the "Company") issued a press release
announcing that Thomas A. Wilson has been promoted to Chief  Executive  Officer.
The release  also states that Jorge R.  Forgues  will be leaving his position as
Senior Vice President and Chief Financial Officer for personal reasons, but will
continue to work with the senior management team in a consulting capacity. Brian
H.  Hajost  has been  promoted  to  Executive  Vice  President  of  Finance  and
Administration, and Mark A. Paiewonsky has become Vice President of Finance. The
Company also  announced  in that  release  that it has retained  Banc of America
Securities LLC as its strategic advisor.

         A copy of the press release  appears as Exhibit 99.1 to this Report and
is incorporated herein by reference.

         On August 3, 1999,  the Company  issued a press release  announcing its
financial results for the second quarter of its fiscal year 1999.

         A copy of the press release  appears as Exhibit 99.2 to this Report and
is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

The following are filed as Exhibits to this Report:

Exhibit Number    Description

99.1              Press Release dated August 3, 1999.

99.2              Press Release dated August 3, 1999.


                                    SIGNATURE

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: August 3, 1999                   By: /s/ Thomas A. Wilson
                                           ---------------------
                                           Thomas A. Wilson
                                           President and Chief Executive Officer



                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE
                                                      CONTACTS:
                                                      Investor Relations
                                                      ------------------
                                                      Brian Hajost
                                                      Executive Vice President,
                                                      Finance and Administration
                                                      Phone: (703) 904-3185
                                                      Email: [email protected]

                                                      Public Relations
                                                      ----------------
                                                      Tony Cook
                                                      Vice President
                                                      Marketing
                                                      Phone: (703) 904-3112
                                                      Email: [email protected]

                    TREEV(R) REALIGNS SENIOR MANAGEMENT TEAM
            --Thomas A. Wilson Promoted To Chief Executive Officer--

HERNDON,  VA--August  3,  1999,  TREEV,  Inc.  (NASDAQ/NMS:TREV),  a  leader  in
delivering integrated document and content management solutions, today announced
the realignment of its senior  management team.  Thomas A. Wilson has been named
Chief Executive  Officer reporting to James J. Leto who remains TREEV's Chairman
of the Board.  Mr. Wilson joined TREEV in September  1998 as President and Chief
Operating Officer.

"The  promotion  of  Tom  Wilson  to  Chief  Executive  Officer  reflects  Tom's
demonstrated ability to lead TREEV," according to Jim Leto, "His accomplishments
have included refocusing our sales strategies and channels, galvanizing research
and development efforts, and strengthening the Company's marketing  initiatives.
Tom is clearly the best choice to take TREEV into the future."

Brian H.  Hajost has been  promoted to  Executive  Vice  President  in charge of
Finance  and  Administration.  He has been with the  company in  various  senior
management   capacities  since  March  1996.  Reporting  to  Brian  is  Mark  A.
Paiewonsky,  who has been  promoted to Vice  President  of Finance.  Mark joined
TREEV in November 1998 as Vice President and  Controller.  Jorge R. Forgues will
be leaving his position as Senior Vice President and Chief Financial Officer for
personal  reasons,  but will continue to work with the senior management team at
TREEV in a consulting capacity.

In addition,  Banc of America  Securities  LLC  has  been  retained  as  TREEV's
strategic advisors.
                                     (more)

<PAGE>

TREEV Realigns Senior Management Team
Page Two of Two

About TREEV
TREEV delivers patented  integrated  enterprise  document and content management
technologies  that enables  customers and value added resellers to rapidly build
and deploy  web-enabled  applications  to meet  their  business  goals.  TREEV's
technologies  are  exemplified  by TREEV  2000,  its  standards-based  component
architecture   consisting   of  DocuTREEV   (document   management),   DataTREEV
(COLD/ERM),   AutoTREEV   (workflow),   and  OmniTREEV   (content   management).
Headquartered  in Herndon,  Virginia,  TREEV  employs  over 200  technology  and
services experts with over 2,000 customer installations worldwide.

For  additional  information  about TREEV's  products and services,  please call
(800) 254-0994, or visit TREEV's Web site at www.treev.com.

TREEV(R)  is  a   registered   trademark   and   DocuTREEV(TM),   DataTREEV(TM),
AutoTREEV(TM) and OmniTREEV(TM) are trademarks of TREEV, Inc. All other products
and brand names are  trademarks  or registered  trademarks  of their  respective
owners.

"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
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





                                                                    EXHIBIT 99.2

FOR IMMEDIATE RELEASE                                 CONTACTS:
                                                      Investor Relations
                                                      ------------------
                                                      Brian Hajost
                                                      Executive Vice President,
                                                      Finance and Administration
                                                      Phone: (703) 904-3185
                                                      Email: [email protected]

                                                      Public Relations
                                                      ----------------
                                                      Tony Cook
                                                      Vice President
                                                      Marketing
                                                      Phone: (703) 904-3112
                                                      Email: [email protected]

                     TREEV(R) REPORTS SECOND QUARTER RESULTS

                    --2Q99 Revenues Increase 37% Over 1Q99--

HERNDON,  VA--August  3,  1999,  TREEV,  Inc.  (NASDAQ/NMS:TREV),  a  leader  in
delivering integrated document and content management solutions,  today reported
financial results for the second quarter ended June 30, 1999.

Revenues in the second quarter of 1999 increased by more than 14 percent to $8.1
million from $7.1 million in the second quarter of 1998.  Revenues in the second
quarter of 1999  increased 37% over  revenues in the first quarter of 1999.  The
Company's results improved by 60 percent,  with a net loss in the second quarter
of 1999 of $1.3  million,  or $0.13 per share,  compared with a net loss of $3.3
million, or $0.50 per share, for the same period in 1998.

Revenues for the six-month period ended June 30, 1999,  revenues  increased by 5
percent to $14.0 million from $13.3 million in 1998.  Net loss for the six month
period  was  $3.1  million,  or $0.30  per  share,  versus  the net loss of $5.8
million, or $0.94 per share, for the comparable period in 1998.

Commenting on the second quarter performance, TREEV Chairman, Jim Leto said, "We
are encouraged about our significant  revenue increase over the first quarter of
this year. Our profit  performance  this quarter,  however,  did not achieve the
results we were  expecting.  This shortfall is  attributable  to orders from our
major  accounts,  such as  Alltel,  Capital  Group and  Bisys  that had a higher
hardware  component than expected and customers  postponing  orders due to their
focus on the Year 2000.  Nevertheless,  we believe the  fundamentals of our core
business  remains solid,  our reseller  channel is gaining  momentum and we will
become profitable this year."
                                     (more)
<PAGE>

TREEV Reports Second Quarter Results
Page Two of Two

"We  did  see   encouraging   results  from  our  direct  and   indirect   sales
organizations," said Tom Wilson,  President and COO. "During the second quarter,
we signed over 65 customer contracts  including  Comgraphics,  Swiss Re, Bank of
the West and Hibernia Bank, and five new business partners  including  DigiFile,
Data Connect and Bryn Technologies."

TREEV,  Inc.'s  statements of operations  and condensed  balance  sheets for the
second quarter ended June 30, 1999 are attached to this release.

About TREEV
TREEV delivers patented  integrated  enterprise  document and content management
technologies  that enables  customers and value added resellers to rapidly build
and deploy  web-enabled  applications  to meet  their  business  goals.  TREEV's
technologies  are  exemplified  by TREEV  2000,  its  standards-based  component
architecture   consisting   of  DocuTREEV   (document   management),   DataTREEV
(COLD/ERM),   AutoTREEV   (workflow),   and  OmniTREEV   (content   management).
Headquartered  in Herndon,  Virginia,  TREEV  employs  over 200  technology  and
services experts with over 2,000 customer installations worldwide.

For  additional  information  about TREEV's  products and services,  please call
(800) 254-0994, or visit TREEV's Web site at www.treev.com.

TREEV(R)  is  a  registered   trademark  and  TREEV   2000(TM),   DocuTREEV(TM),
DataTREEV(TM), AutoTREEV(TM) and OmniTREEV(TM) are trademarks of TREEV, Inc. All
other products and brand names are trademarks or registered  trademarks of their
respective owners.

"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
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.

<PAGE>



                                   TREEV, INC.
                            STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                          Three Months Ended June 30,  Six Months Ended June 30,
                              1999            1998         1999         1998
                            --------        --------     --------     --------
                           (Unaudited)                 (Unaudited)

Revenues:
   Products                 $  4,802        $  4,244     $  7,630     $  7,795
   Services                    3,312           2,844        6,404        5,493
                            --------        --------     --------     --------
                               8,114           7,088       14,034       13,288
Cost of sales:
   Products                    2,346           1,846        3,696        3,661
   Services                    2,080           1,941        4,173        3,786
                            --------        --------     --------     --------
                               4,426           3,787        7,869        7,447

Gross margin                   3,688           3,301        6,165        5,841
Gross margin %                    45%             47%          44%          44%

Sales and marketing            2,776           3,103        5,297        5,837
General and administrative       971           1,075        1,913        2,250
Product development            1,244             965        2,051        1,961
Restructuring costs             --             1,505         --          1,505
Interest income (expense)        (44)              6          (46)         (62)
                            --------        --------     --------     --------
                               5,035           6,642        9,307       11,615

Net loss                      (1,347)         (3,341)      (3,142)      (5,774)

Preferred stock dividends       (337)           (337)        (674)        (674)
                            --------        --------     --------     --------
Net loss applicable to
 common shares              $ (1,684)       $ (3,678)    $ (3,816)    $ (6,448)

Net loss per common share   $  (0.13)       $  (0.50)    $  (0.30)    $  (0.94)

Weighted average shares       12,803           7,333       12,777        6,829




<PAGE>



                                   TREEV, INC.
                            CONDENSED BALANCE SHEETS
                                 (In thousands)

                                                       June 30,    December 31,
                                                        1999           1998
                                                    ------------   ------------
                                                     (unaudited)
ASSETS

Cash and cash equivalents                           $      1,741   $      1,645
Accounts and notes receivable, net                        11,311         11,419
Other current assets                                       1,377          1,401
                                                    ------------   ------------
     Total current asset                                  14,429         14,465
Other assets                                               5,035          5,057
                                                    ------------   ------------
                                                    $     19,464   $     19,522
                                                    ============   ============


LIABILITIES AND EQUITY

Current liabilities                                 $     14,878   $     11,949
Long term-debt                                                26             43
Stockholders' equity                                       4,560          7,530
                                                    ------------   ------------
                                                    $     19,464   $     19,522
                                                    ============   ============








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