SYSTEMSOFT CORP
8-K, 1998-05-13
PREPACKAGED SOFTWARE
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of earliest event reported): May 7, 1998

                             SystemSoft Corporation
               --------------------------------------------------
               (Exact name of Registrant as specified in Charter)




<TABLE>
<S>                                          <C>                                       <C> 
           Delaware                                   0-24418                             04-3121799
- ----------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of              (Commission File Number)                    (IRS Employer
        Incorporation)                                                                 Identification No.)
</TABLE>


                One Innovation Drive, Natick, Massachusetts 01760
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (508) 651-0088
                                                           --------------


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



                 Total Number of Sequentially Numbered Pages 5.
                        Exhibit Index Appears on Page 4.


<PAGE>   2



ITEM 5.  OTHER EVENTS.

           On May 7, 1998, the Company issued a press release, a copy of which
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.       Exhibit
- -----------       -------

99.1              Press Release of the Company dated May 7, 1998.








<PAGE>   3



                                   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.


                                       SYSTEMSOFT CORPORATION



Dated: May 13, 1998                    By: /s/ Paul J. Pedevillano
                                           -------------------------------
                                           Paul J. Pedevillano,
                                           Vice President, Finance and
                                           Chief Financial Officer





<PAGE>   4




                                  EXHIBIT INDEX


Exhibit No.      Description                                            Page No.
- -----------      -----------                                            --------

99.1             Press Release of the Company dated May 7, 1998.        5









<PAGE>   1


                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE


SYSTEMSOFT(R) ANNOUNCES PRELIMINARY Q1 RESULTS

           NATICK, Mass., -- May 7, 1998 -- Based on a preliminary review of its
results for the fiscal Q1 ended April 30, 1998, SystemSoft Corp. (NASDAQ: SYSF)
today announced that it expects revenue of approximately $4.0 million when it
reports final results later this month. SystemSoft expects to report a net loss
for fiscal Q1 of $5.0-million to $5.9-million before taxes.

           SystemSoft also said that it is reducing its total company headcount
to 185 full-time positions, compared to 239 full-time employees as of January
31, 1998.

           SystemSoft attributed the anticipated revenue results to a softening
market for its PC Card technologies, continued caution in the Asia market, and
the rebuilding of its U.S. sales force during the quarter. PC Card revenue is
expected to be approximately $1.1 million in fiscal Q1, compared to $4.9 million
in the same quarter a year ago.

           "While the financial results were not what we would have liked, we
have made significant progress in building bridges to the corporate market via
Sykes and Computer Associates and in rebuilding our sales force," said Robert F.
Angelo, Chairman and Chief Executive Officer.

            "We are also closely managing expenses and operations to improve
efficiency and to cost-effectively approach new markets," said Deborah M.
Besemer, President and Chief Operating Officer. "The rebuilding process will
take time and we remain focused on executing our plan to return to
profitability."

ABOUT SYSTEMSOFT

           SystemSoft is a leading worldwide provider of enabling software and
support technologies for the PC industry. Founded in 1990, the company reported
annual revenue of $42.6 million in its 1998 fiscal year. SystemSoft licenses its
products primarily to Original Equipment Manufacturers (OEMs), including PC
manufacturers and independent software and hardware vendors. Its customers
include Acer, Apple Computer, Compaq, Computer Associates, Dell, Gateway 2000,
Hewlett-Packard, Hitachi, IBM, Intel, Packard Bell NEC, Sykes Enterprises, Inc.,
and Toshiba. For more information, visit SystemSoft at www.systemsoft.com.

                                      # # #

Any statements that are not historical facts contained in this release,
including but not limited to those relating to management's estimates of revenue
or net income per share for the quarter ended April 30, 1998, and concerning
management's goals and objectives, are forward looking statements. Those
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those anticipated, including but not limited
to, those relating to product demand, pricing, market acceptance, competitive
products, risks in product and technology development, and other risks
identified in the Company's Securities and Exchange Commission filings.

For more information, contact:

John Ambrose
SystemSoft Corporation
508/651-0088



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