MATHSOFT INC
8-K, 1997-04-03
PREPACKAGED SOFTWARE
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<PAGE>   1

                       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):
                                  April 2, 1997

                                 MathSoft, Inc.
             (Exact name of Registrant as specified in its charter)



      Massachusetts                 0-020992                 04-2842217
  (State or jurisdiction          (Commission               (IRS Employer
    of Incorporation)             File number)           Identification No.)


            101 Main Street                              02142
       Cambridge, Massachusetts                       (Zip Code)
         (Address of principal
          executive offices)

      Registrant's telephone number, including area code: (617) 577-1017

                           No change since last report
                   (Former name or former address, if changed
                               since last report)








<PAGE>   2

Item 5.  Other Events.
- ---------------------

      On April 2, 1997 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 April 2, 1997




<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.

                                    MATHSOFT, INC.



April 2, 1997                       By: /s/ Robert. P. Orlando
                                        ----------------------
                                        Robert P. Orlando
                                        Chief Financial Officer












<PAGE>   4


                                  EXHIBIT INDEX


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

   99.1           Press release of the Company dated April 2, 1997







<PAGE>   1






                                  EXHIBIT 99.1
                                  ------------






<PAGE>   2



Contact:          Bob Orlando,                        R. Pierce Reid
                  MathSoft Inc.                       Schwartz Communications
                  617-577-1017 x 742                  617-431-0770


           MATHSOFT UPDATES EXPECTED FISCAL 1997 THIRD QUARTER RESULTS

CAMBRIDGE, MA--April 2, 1997--MathSoft, Inc. (Nasdaq: MATH) today announced that
it anticipates a loss for its fiscal 1997 third quarter ending March 31, 1997 in
the range of $0.20 to $0.22 per share, compared to the previously announced
anticipated loss of between $0.13 to $0.15 per share.

Founded in 1984, MathSoft is the leading provider of knowledge discovery
software for students and technical professionals. It has more than one million
users of its Mathcad, StudyWorks, S-PLUS and Axum software worldwide. Users
include technical professionals worldwide at more than half the Fortune 1,000
companies and over 500 government installations, and students and faculty at 
over 2,000 colleges and universities. MathSoft product information can be 
obtained via the MathSoft Store located at http://www.mathsoft.com, by phone at
1-800-628-4223, by fax at 617-577-8829 or via mail at 101 Main Street,
Cambridge, MA 02142.





The MathSoft logo, StudyWorks, Collaboratory, Mathcad, S-PLUS and Axum are
trademarks of MathSoft, Inc.

Information contained in this document which refers to MathSoft's future
financial performance represents management's best estimate at the present time
and actual results could differ materially from present estimates. Please refer
to the cautionary statements appearing in MathSoft's Annual and Quarterly
Reports filed with the Securities and Exchange Commission for a discussion of
various factors that could cause MathSoft's actual results to differ materially
from those discussed in the forward-looking statements.






















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