HYPERMEDIA COMMUNICATIONS INC
8-K, 1998-02-20
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                       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



                                February 20, 1998
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                         HyperMedia Communications, Inc.
- --------------------------------------------------------------------------------

             (Exact name of Registrant as specified in its charter)


          California                    001-11624                 94-3104247
- ----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer 
    of incorporation)                                        Identification No.)


                      901 Mariner's Island Blvd., Suite 365
                           San Mateo, California 94404
                           ---------------------------
                    (Address of principal executive offices)


                                 (650) 573-5170
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

================================================================================

<PAGE>


Item 5.  Other Events

         The  information  set forth in the  Registrant's  Press  Release  dated
February 20, 1998 is  incorporated  herein by reference.  Factors  affecting the
Company's  business  plans and  competitive  environment  are  discussed  in the
Registrant's  Annual Report on Form 10-K for the fiscal year ended  December 31,
1996, and in its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                  Exhibit No.      Description

                  99.1             Text of Press Release dated February 20, 1998

                                       -2-

<PAGE>


                                    SIGNATURE

         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.


                                   HyperMedia Communications, Inc.


Dated:  February 20, 1998          By:  /s/ TODD HAGEN
                                       -----------------------------------------
                                            Name:  Todd Hagen
                                            Title: Vice President of Finance and
                                                   Administration    and   Chief
                                                   Financial Officer

                                       -3-

<PAGE>


                                  EXHIBIT INDEX




                                                                           Page
   Exhibit                         Description                            Number
- -------------     ---------------------------------------------------     ------
    99.1          The Company's News Release Dated February 20, 1998.       5


                                       -4-


CONTACT
Todd Hagen
Richard Landry
HyperMedia Communications, Inc.
Phone: (415) 573-5170
Fax: (415) 573-5131

FOR IMMEDIATE RELEASE

                     HyperMedia Communications, Inc. Reports
                             1997 Operating Results
                   -------------------------------------------
           HyperMedia Communications, Inc. Announces Private Placement
                      Selling $1,300,000 in Preferred Stock

         SAN MATEO, CA -- February 20, 1998 -- HyperMedia  Communications,  Inc.
(NASDAQ:  HYPR;  PSE:  HPR),  publisher  of NewMedia  magazine,  today  reported
completing  a  $1,300,000  sale of  preferred  stock  to the  Company's  largest
investor, MK Global Ventures.  This additional equity will enable the Company to
meet the new continued listing  requirements of the Nasdaq SmallCap Market which
will become  effective  on February 23,  1998.  In  addition,  a portion of this
equity infusion will also provide  HyperMedia with additional working capital to
implement key sales and marketing programs in 1998.

         "This capital  infusion gives  HyperMedia the capability to continue to
build and expand the NewMedia brand name,  while providing  continued  liquidity
for our shareholders," said HyperMedia Chairman, President & CEO Richard Landry.
"We are pleased with the confidence that MK Global has placed in our company and
its products." *

         For the quarter  ended  December 31, 1997,  total  company  revenue was
$2,200,000  versus  $1,976,000 for the comparable period a year ago representing
an increase of $224,000,  or 11%. The increase in revenue is  attributable  to a
change in  timing  for the  NewMedia  INVISION  Awards  Festival.  In 1996,  the
NewMedia  INVISION  Awards  occurred in the second quarter of the year. In 1997,
the Festival  took place in the forth  quarter on November  10-12,  1997, at the
Center for the Arts in Yerba Buena  Gardens in San  Francisco.  Sponsors for the
event  include  Microsoft,   Silicon  Graphics,  Apple,  Ziff-Davis,   NeTpower,
Tri-Star, Macromedia, and others.

         Net advertising  revenue in NewMedia magazine  decreased in fiscal 1997
ascompared to fiscal 1996 by 5.7% and decreased in the fourth fiscal  quarter of
1996 compared to the fourth fiscal quarter of 1997 by 22%. The Company  believes
that the  decrease  in net  advertising  revenue  is  related  to the  Macintosh
hardware  and  software  market as digital  content  creators  make a transition
toward  increased use of Windows based  workstations.  In the fourth  quarter of
1997,  Windows and Unix based systems  advertising in NewMedia  magazine grew by
100%  versus the  prior-year  period,  led by  advertising  from  Compaq,  Dell,
Digital, IBM, NeTpower, and Tri-Star. In the 1997 IntelliQuest Computer Industry
Media Study (CIMS(TM)),  NewMedia magazine beats Infoworld, PC Week, Interactive
Week,  and  Wired in  percentage  of  readers  who are  personally  involved  in
purchasing desktop PC's and workstations for their organization.

<PAGE>


         The net loss for fiscal  1997 was  ($886,000),  or  ($0.28)  per share,
compared  to the net loss of  ($291,000),  or ($0.10)  per share,  reported  for
fiscal 1996. In the fourth  quarter of 1997,  the company  reported an operating
loss of  ($431,000),  compared to an  operating  profit of $22,000 in the fourth
quarter of 1996. The net loss for the fourth quarter of 1997 was ($442,000),  or
($0.14) per share, compared with a net profit of $11,000, or $0.00 per share, in
the comparable  period a year ago. The increased  operating losses are primarily
attributable to the lower net advertising revenue in NewMedia magazine partially
offset by a 1.4% decrease in net expenses for the Company.

         Reported  per-share  results  are  based  on  3,200,137  and  3,513,972
weighted  average  common  shares  outstanding  for the  1997  and  1996  fourth
quarters,  respectively,  and 3,185,043 and 3,019,004 respectively for the first
twelve  months  of 1997 and  1996.  Net  advertiser  revenue  excludes  one-time
advertiser promotions that took place during 1996.

         HyperMedia Communications, Inc. (NASDAQ:HYPR; PCX:HPR) is the publisher
of NewMedia magazine, the magazine for creators of the digital future.  NewMedia
delivers an innovative  editorial package designed to give the Digital Elite the
information  they  need to take  digital  content  into  the 21st  century.  The
magazine  specializes in comprehensive  comparative product reviews supported by
the NewMedia Lab, a  state-of-the-art  digital content testing studio.  NewMedia
includes  industry news and feature articles that provide expert advice critical
to making purchase decisions.

         HyperMedia  also produces the NewMedia  INVISION Awards  Festival,  the
largest juried digital media competition in the World. The program seeks out the
highest  achievements in digital content  creation for business,  entertainment,
marketing,  government and education.  The 1998 NewMedia  INVISION Festival will
include a 6,000 square foot PLAYLAND Gallery,  Evening New Media Showcases and a
two day Digital Creativity conference. *

         HyperMedia also publishes newmedia.com, an award-winning World Wide Web
network of news,  information,  products and  services  for the digital  content
creation  market.  The  company  recently  introduced  "ioServ,"  an  innovative
electronic  reader service  capability that uses the immediacy and interactivity
of the Web to  respond  to  readers'  product  information  requests  in minutes
instead of months.

         HyperMedia  Communications,  Inc.  has  headquarters  at 901  Mariner's
Island Boulevard,  Suite 365, San Mateo, CA., 94404;  (650) 573-5170;  fax (650)
573-5131.

         NewMedia is a registered trademark of HyperMedia Communications, Inc.

         This press release contains  forward-looking  statements marked with an
asterisk  ("*")  that  involve a number of risks  and  uncertainties.  Among the
factors that could cause actual results to differ materially from the results in
the forward-looking  statements are the following:  the success of the Company's
strategy to target the digital professional market and sell advertising oriented
to  that  market;  business  conditions  and  any  slowdown  in  growth  in  the
professional   market  for  new  media   technology  and  the  general  economy;
competitive factors; delays in productivity of the advertising sales force which
includes  recently-hired  salespeople;  and  other  risks  detailed  in the risk
factors listed in the Company's SEC reports, including but not


<PAGE>


limited to the annual report on Form 10-K for the year ended  December 31, 1996,
and the  quarterly  reports on Form 10-Q for the quarter  ended March 31,  1997,
June 30, 1997 and September 30, 1997.
                                       ###
                           (STATISTICAL TABLES FOLLOW)

<PAGE>

<TABLE>
                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                       PROFORMA BALANCE SHEET
                                                             (UNAUDITED)

<CAPTION>
                                                                                 December 31,       2/98 Equity    December 31, 1997
                                                                                     1997            Investment        Pro-Forma
                                                                                -------------       ------------   -----------------
<S>                                                                             <C>                 <C>                <C>         
ASSETS
Current assets:
    Cash                                                                        $    269,000        $  1,300,000       $  1,569,000
    Accounts receivable, net of allowance for
         doubtful accounts of $110,000                                             1,165,000                              1,165,000
    Prepaid expenses and other assets                                                567,000                                567,000
                                                                                ------------        ------------       ------------
          Total current assets                                                     2,001,000           1,300,000          3,301,000

Property and equipment, net                                                          451,000                                451,000
                                                                                ------------        ------------       ------------
                                                                                $  2,452,000        $  1,300,000       $  3,752,000
                                                                                ============        ============       ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                            $    956,000       $                   $    956,000
    Accrued liabilities                                                              439,000                                439,000
    Deferred revenue                                                                  31,000                                 31,000
                                                                                ------------        ------------       ------------
          Total current liabilities                                                1,426,000                   0          1,426,000
                                                                                ------------        ------------       ------------

Shareholders' equity:
    Convertible Preferred Stock, $.001 par value; 10,064,516
        shares authorized; 8,342,910 shares outstanding                            2,003,000           1,300,000          3,303,000
    Common Stock, $.001 par value; 50,000,000 shares
        authorized; 3,200,137 shares outstanding                                  10,427,000                             10,427,000
    Accumulated deficit                                                          (11,404,000)                           (11,404,000)
                                                                                ------------        ------------       ------------
          Total shareholders' equity                                               1,026,000           1,300,000          2,326,000
                                                                                ------------        ------------       ------------
                                                                                $  2,452,000        $  1,300,000       $  3,752,000
                                                                                ============        ============       ============
</TABLE>

<PAGE>

<TABLE>

                                                   HYPERMEDIA COMMUNICATIONS, INC.
                                                       STATEMENT OF OPERATIONS
                                                             (UNAUDITED)

<CAPTION>

                                                          Three months ended December 31,          Twelve months ended December 31,
                                                          --------------------------------         --------------------------------
                                                             1997                 1996                1997                 1996
                                                          -----------          -----------         -----------          -----------
<S>                                                       <C>                  <C>                 <C>                  <C>        
Revenues                                                     $ 2,200,000         $ 1,976,000        $ 7,637,000         $ 8,618,000
                                                             -----------         -----------        -----------         -----------

Expenses:
    Editorial                                                $   282,000         $   269,000        $ 1,151,000         $ 1,228,000
    Production                                               $   494,000         $   499,000        $ 1,922,000         $ 2,373,000
    Circulation                                              $   491,000         $   523,000        $ 2,088,000         $ 2,072,000
    Sales and marketing                                      $ 1,080,000         $   405,000        $ 2,318,000         $ 2,269,000
    Product development                                      $    11,000         $     8,000        $    40,000         $    29,000
    General and administrative                               $   273,000         $   250,000        $   972,000         $   914,000
                                                             -----------         -----------        -----------         -----------
          Total expenses                                     $ 2,631,000         $ 1,954,000        $ 8,491,000         $ 8,885,000
                                                             -----------         -----------        -----------         -----------

Income (loss) from operations                                $  (431,000)        $    22,000        $  (854,000)        $  (267,000)

Interest and other expense, net                              $    11,000         $    11,000        $    32,000         $    24,000
                                                             -----------         -----------        -----------         -----------

Net income (loss)                                            $  (442,000)        $    11,000        $  (886,000)        $  (291,000)
                                                             ===========         ===========        ===========         ===========

Basic and diluted net income (loss)
    per common share                                         $     (0.14)        $      0.00        $     (0.28)        $     (0.10)
                                                             ===========         ===========        ===========         ===========

Weighted average common shares
    and equivalents                                            3,200,137           3,513,972          3,185,043           3,019,004
                                                             ===========         ===========        ===========         ===========
</TABLE>



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