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) MARCH 5, 1997
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INFOSAFE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-25362 13-3645702
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(Commission File Number) (IRS Employer Identification No.)
342 MADISON AVENUE, NEW YORK, NY 10173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 867-7200
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER ITEMS
As previously disclosed, Infosafe Systems, Inc. (the "Company") has
closed on $3,000,000 of a private placement of units, each unit consisting of
15,874 IPO Units, each IPO Unit being identical to the IPO Units issued in the
Company's initial public offering. Each IPO Unit consists of one share of Class
A Common Stock, one Class A Warrant and one Class B Warrant. The closings were
held on February 18, 1997 as to $1,000,000 of the private placement and on
February 25, 1997 as to $2,000,000 of the private placement. The net proceeds
from the private placement are approximately $2,491,000 to date. The maximum
offering size of the private placement is $5,000,000.
As previously announced, the Company has received a notice from the
Nasdaq Stock Market that its securities would be delisted from the Nasdaq
SmallCap Stock Market for failure to meet the amount of total assets required
for continued listing. The Company's securities will remain listed on the Nasdaq
SmallCap Market pending review of their continued listing by a Panel of the NASD
Board of Governors after a hearing which is scheduled to be held on March 6,
1997.
Set forth below is a pro forma balance sheet of the Company at January
31, 1997, giving effect to the closing of $3,000,000 of units issued in the
private placement and the receipt of the net proceeds therefrom:
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PRO FORMA BALANCE SHEET, JANUARY 31, 1997
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Pro Forma
January 31, January 31,
1997(1) 1997(2)
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(unaudited) (unaudited)
Current assets:
Cash and cash equivalents $ 42,174 $ 42,174
Accounts receivable -- net of allowance for doubtful
accounts of $5,000 11,199 11,199
Marketable securities -- available-for-sale 58,984 2,583,984
Prepaid expenses and other assets 145,881 145,881
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Total current assets 258,238 2,783,238
Equipment held for lease 349,282 349,282
Software development costs - net of amortization
of $116,244 90,570 90,570
Fixed assets 261,738 261,738
Patents, copyrights and trademark -- net of
amortization of $29,311 55,320 55,320
Deferred Financing fees 33,600 -
Deposits and other 40,312 40,312
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TOTAL $1,089,060 $3,580,460
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Current liabilities
Accounts payable $ 254,251 $ 254,251
Purchase Agreement 85,000 85,000
Current portion of capital lease obligation 9,574 9,574
Accrued expenses 40,290 40,290
Due to stockholder 60,000 60,000
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Total current liabilities 449,115 449,115
Capital lease obligation -- less current portion 5,131 5,131
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Total liabilities 454,246 454,246
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Common Stock
Class A common stock 29,543 39,068
Class B common stock 1,435 1,435
Class E-1 common stock 14,786 14,786
Class E-2 common stock 14,786 14,786
Additional paid-in capital 9,915,238 12,397,113
(Deficit) accumulated during the development stage (9,340,974) (9,340,974)
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Total stockholders' equity 634,814 3,126,214
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TOTAL $1,089,060 $3,580,460
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(1) The Company has not yet filed its Quarterly Report on Form 10-Q with
respect to the quarter ended January 31, 1997. However the Company does not
expect any material adjustments in its balance sheet at January 31, 1997 to
be included in its Quarterly Report on Form 10-QSB from that set forth
herein.
(2) Pro forma to give effect to the receipt of aggregate net proceeds through
the date hereof of $2,491,400 from a $3,000,000 private placement.
While the Company presently meets the requirements for continued
listing, and is optimistic that its securities will continue to be listed on the
Nasdaq SmallCap Market, there can be no assurances as to the results of the
hearing.
Set forth below is the Company's estimated Condensed Statement of
Operations for the three and six months ended January 31, 1997. The Company
has not yet filed its Quarterly Report on Form 10-Q with respect to the
quarter ended January 31, 1997. Accordingly the Condensed Statement of
Operations is subject to further adjustment. However, the Company does not
expect any material change in its results of operations for the three and six
months ended January 31, 1997 from that set forth herein.
CONDENSED STATEMENT OF OPERATIONS
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(Unaudited)
Six Months Ended Three Months Ended
January 31, 1997 January 31, 1997
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Revenues 16,878 5,200
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Expenses
Cost of revenue 27,649 13,008
Operating expenses 1,075,626 570,036
Write-down of assets 60,000 30,000
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Total 1,163,275 613,044
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Operating (loss) (1,146,397) (607,844)
Investment income 19,899 5,042
Interest expense (1,004) (500)
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Net (loss) (1,127,502) (603,302)
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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.
INFOSAFE SYSTEMS, INC.
By: /s/ Alan N. Alpern
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Alan N. Alpern, Chief Financial
and Legal Officer
Date: March 5, 1997
0065610.01
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