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) FEBRUARY 26, 1997
INFOSAFE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(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
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER ITEMS
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 October
31, 1996, giving effect to the closing of $3,000,000 of units issued in the
private placement and the receipt of the net proceeds therefrom:
PRO FORMA BALANCE SHEET, OCTOBER 31, 1996
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Pro Forma
October 31, October 31,
1996 1996(1)
(unaudited) (unaudited)
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Current assets:
Cash and cash equivalents $ 85,302 $ 85,302
Accounts receivable -- net of allowance
for doubtful accounts of $5,000 18,410 18,410
Marketable securities --
available-for-sale 552,838 3,044,238
Prepaid expenses and other assets 96,429 96,429
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Total current assets 752,979 3,244,379
Equipment held for lease 379,283 379,283
Software development costs -- net of
amortization of $105,903 100,912 100,912
Fixed assets 277,031 277,031
Patents, copyrights and trademark -- net of
amortization of $25,561 59,070 59,070
Deposits and other 40,312 40,312
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TOTAL $1,609,587 $4,100,987
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Current liabilities
Accounts payable $ 215,278 $ 215,278
Purchase Agreement 85,000 85,000
Current portion of capital lease obligation 9,574 9,574
Accrued expenses 51,927 51,927
Due to stockholders 185,202 185,202
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Total current liabilities 546,981 546,981
Capital lease obligation -- less current portion 7,874 7,874
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Total liabilities 554,855 554,855
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Common Stock
Class A common stock 29,403 38,928
Class B common stock 1,369 1,369
Class E-1 common stock 13,436 13,436
Class E-2 common stock 13,436 13,436
Additional paid-in capital 9,754,282 12,236,157
(Deficit) accumulated during the
development stage (8,758,354) (8,758,354)
Unrealized gain on marketable securities 1,160 1,160
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Total stockholders' equity 1,054,732 3,546,132
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TOTAL $1,609,587 $4,100,987
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(1) Pro forma to give effect to the receipt of aggregate net proceeds through
2/25/97 of $2,491,400 from a $3,000,000 private placement.
The assets and stockholders' equity shown in the foregoing pro forma,
which does not give effect to the Company's net losses after October 31, 1996,
exceed the assets and stockholders' equity required for continued listing on the
Nasdaq SmallCap Market. The Company's total assets and stockholders' equity,
after adjusting for the Company's net losses subsequent to October 31, 1996,
will be materially in excess of the levels required for continued listing on the
Nasdaq SmallCap Market.
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.
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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.
INFOSAFE SYSTEMS, INC.
By: /S/ ARTHUR R. MEDICI
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Arthur R. Medici, President and
Chief Executive Officer
Date: February 26, 1997
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