CAPITOL MULTIMEDIA INC /DE/
8-K, 1996-10-04
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

         PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (Date of earliest event reported):  SEPTEMBER 12, 1996


                            CAPITOL MULTIMEDIA, INC.
             (Exact name of registrant as specified in its charter)



<TABLE>
   <S>                                           <C>                                <C>
             DELAWARE                               0-20102                                  52-1283993
   (State or other jurisdiction                   (Commission                             (I.R.S. Employer
         of incorporation)                       File Number)                           Identification No.)


     7315 WISCONSIN AVENUE, SUITE 800 E.
                BETHESDA, MD                                                           20814
  (Address of principal executive offices)                                          (Zip Code)
</TABLE>


                                 (301) 907-7000
                (Issuer's telephone number, including area code)

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                                  Page 1 of 5
                        Exhibit Index Located on Page 3





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ITEM 5.  OTHER EVENTS

The registrant hereby incorporates by reference hereto the information
contained in Exhibit 20.12 - Press Release "Capitol Multimedia, Inc. Announces
Consolidation and Management Changes, Including the Addition of Former GE Vice
President" dated September 19, 1996 in response to Item 5.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

         20.12 - Press Release "Capitol Multimedia, Inc. Announces
         Consolidation and Management Changes, Including the Addition of Former
         GE Vice President" dated September 19, 1996.


                                   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.



                                                   CAPITOL MULTIMEDIA, INC.
                                                   ------------------------
                                                         (Registrant)



         Date:  October 4, 1996                    By:  /s/ Catherine K. Hoopes
               ----------------                       --------------------------
                                                         Catherine K. Hoopes
                                                      Chief Financial Officer &
                                                         Secretary / Treasurer





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<PAGE>   3
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
    EXHIBIT
     NUMBER                                 DESCRIPTION OF EXHIBITS                                  PAGE
     ------                                 -----------------------                                  ----
     <S>         <C>                                                                                  <C>
     20.12       Press Release "Capitol Multimedia, Inc. Announces Consolidation and
                 Management Changes, Including the Addition of Former GE Vice President"
                 dated September 19, 1996.                                                            4

</TABLE>




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<PAGE>   1

                      NEWS FROM CAPITOL MULTIMEDIA, INC.


For more information contact                       For Immediate Release 
Capitol Multimedia, Inc.  
Robert I. Bogin at (301) 907-7000, ext. 802
Email: [email protected]


                       CAPITOL MULTIMEDIA, INC. ANNOUNCES
                     CONSOLIDATION AND MANAGEMENT CHANGES,
               INCLUDING THE ADDITION OF FORMER GE VICE PRESIDENT


BETHESDA, MD, September 19, 1996 -- Capitol Multimedia, Inc. (Nasdaq: CDIM,
CDIMW), a creator of CD-based software for children, today announced that it
will consolidate its Bethesda, Maryland headquarters with current operations in
Massachusetts by the end of the calendar year.

Robert Bogin, the Company's President and Chief Executive Officer, and
Catherine Hoopes, the Company's Chief Financial Officer, Secretary, and
Treasurer, have chosen not to relocate to Massachusetts.  Mr. Bogin resigned as
President and CEO effective September 12, 1996.  He will remain employed by the
Company through December 1996 and continue to serve as a director of the
Company.  Ms.  Hoopes has agreed to assist with the transition through February
28, 1997.

The Company's Board of Directors selected Igor Razboff, previously Vice
President of Production and one of the Company's largest shareholders, as
Chairman of the Board and Chief Executive Officer.  The Board also selected
Luda Kopeikina, most recently Vice President of GE Information Services, as
President.

As a result of increased competition and slowed growth in the childrens CD-ROM
market, the Company currently expects September 30, 1996 quarterly net sales
and financial results to be substantially lower than those of the Company's
consumer software operations for the same period of the prior year.  In
addition, the Company expects to incur significant nonrecurring costs in
connection with consolidating its United States operations.





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<PAGE>   2

According to Mr. Bogin, "The move to Massachusetts is the right one for the
Company.  Consolidating offices will reduce production expenses even further
and significantly improve the efficiency and productivity of the Company's
operations.  The new management team has the right mix of skills and a proven
success record.  I am confident, both as a director and shareholder, that Igor
Razboff and Luda Kopeikina will succeed in growing the Company and increasing
shareholder value."

Igor Razboff founded Animation Magic, Inc. ("AMI") in 1992 and served as its
President and CEO until the Company acquired AMI in February 1995.  Mr. Razboff
was instrumental in the successful implementation of the Company's strategic
focus on the childrens CD-ROM market.  Prior to that, Mr. Razboff was employed
by Prime Computer, Inc. and AT&T Bell Labs.  He holds a Ph.D in mathematics.

Luda Kopeikina holds a graduate degree from the MIT Sloan School of Management
and a masters degree in computer science.  Ms.  Kopeikina worked for General
Electric during the past six years, first as an Executive Manager for Corporate
Business Development at GE headquarters in Fairfield, Connecticut, then as Vice
President of Business Development & Sourcing and Vice President of World-wide
Customer Service at GE Information Services in Rockville, Maryland.  Ms.
Kopeikina is married to Mr. Razboff.

Capitol Multimedia is a leading creator, developer and licensor of primarily
children's CD-ROM software titles.  The Company and its subsidiaries employ
more than 165 people with offices in Concord, Massachusetts and St. Petersburg,
Russia.  Seven of the Company's animated childrens titles have been released.
The Company expects the release of one additional title during the next month.
Last Fall, the Company announced the launch of the first three of six Grandpa
Mouse(TM) international folk tale titles which were licensed to Davidson &
Associates for distribution under Davidson's Magic Tales(TM) label:  Baba Yaga
and the Magic Geese(TM), Imo and the King(TM). and The Little Samurai(TM).  Two
of the remaining three titles under the agreement, Liam Finds a Story(TM) and
Sleeping Cub's Test of Courage(TM), shipped earlier this month.  The Princess
and the Crab(TM) is expected to be released within a few weeks.  In July 1996
the Company announced the launch of two Kidventures(TM) titles licensed to
Broderbund Software, Inc. for distribution under Broderbund's StoryQuests(TM)
label:  Gregory and the Hot Air Balloon(TM) and Darby The Dragon(TM).



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