MATHSOFT INC
8-K, 1997-04-04
PREPACKAGED SOFTWARE
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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


                Date of Report (Date of earliest event reported):
                                  April 3, 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 3, 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 3, 1997


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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.

                                        MATHSOFT, INC.



April 3, 1997                           By: /s/ Robert P. Orlando
                                            --------------------- 
                                            Robert P. Orlando
                                            Chief Financial Officer





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                                  EXHIBIT INDEX


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

   99.1                    Press release of the Company dated April 3, 1997










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                                  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 FOURTH QUARTER RESULTS

CAMBRIDGE, MA--April 3, 1997--MathSoft, Inc. (Nasdaq:  MATH) today announced
that it presently anticipates it will not return to profitability in the fiscal
1997 fourth quarter ending June 30, 1997, as previously estimated. This is
primarily due to a delay in the release of the next major release of the
company's flagship product, Mathcad. As a result of this delay the company
expects to incur a substantial loss in the fiscal fourth quarter.

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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