SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 18, 1996
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ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21456 06-1361276
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(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification No.)
incorporation or
organization)
372 Danbury Road, Wilton, Connecticut 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 203-761-7900
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Item 5. Other Events.
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On December 18, 1996, the Registrant announced: (i) its
planned introduction of an enhanced electronic shelf labeling
system, (ii) its offer of the system on a fee-based arrangement,
with no upfront cash cost to customers, in addition to direct sales
of the system, and (iii) the authorization by the Board of
Directors of the Registrant of a private offering of debt
securities, which would be accompanied by common stock purchase
warrants, in order to finance such activities. For additional
information with respect to these events, reference is hereby made
to the Registrant's press release issued December 18, 1996 annexed
to this current report as Exhibit 5(a), the text of which is hereby
incorporated by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
The exhibit filed as part of this Current Report on Form
8-K is listed in the attached Index to Exhibits.
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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 thereunto duly authorized.
ELECTRONIC RETAILING SYSTEMS
INTERNATIONAL, INC.
By s/Bruce F. Failing, Jr.
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Bruce F. Failing, Jr.
President
Dated: December 19, 1996<PAGE>
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INDEX TO EXHIBITS
Exhibit Description
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5(a) - Press Release of the Registrant issued December 18,
1996
Electronic Retailing Systems International, Inc.
372 Danbury Road
Wilton, Connecticut 06897-2523
Contact:
Electronic Retailing Systems
International, Inc.
Bruce F. Failing, Jr.
President and Chief Executive
Officer
(203) 761-7900
FOR IMMEDIATE RELEASE
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ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
ANNOUNCES WIRELESS NEW GENERATION SHELFNET(TM) SYSTEM
Wilton, Connecticut--December 17, 1996--Electronic Retailing
Systems International, Inc. ("ERS") announced its wireless new
generation electronic shelf network center store automation system.
Bruce F. Failing, Jr., President & CEO of ERS said, "Unlike other
alleged wireless products with thousands of feet of antenna wire
below the ceiling, the new ERS cellular shelf network system is
wire-free below the ceiling in the center of the store, providing
a truly untethered two-way real time shelf network system. ERS
continues to set the standard as the leader in installed electronic
shelf label automation systems in the U.S."
Mr. Failing went on to say "The wireless new generation ERS
ShelfNet(TM) System incorporates a number of advanced features,
including real time two-way communications, full store system
coverage, interference resistant spread spectrum R.F., and value
added store automation applications, which are designed to increase
customer profitability. The new generation ERS ShelfNet(TM) System
can provide a substantial opportunity to retailers for increased
profitability through advances in ease of installation, ease of use
and lower cost of ownership. The wireless nature of the system will
support ERS's plan to go beyond its primary market of grocery
supermarket chains to include other classes of retailers such as
mass merchandisers, for whom the portability of a truly wireless
label is a requirement. We believe that the retail industry will
respond very favorably to ERS's advanced wireless ShelfNet(TM)
system."
The ERS ShelfNet(TM) System is designed to provide substantial
productivity improvements for its customers in electronic price
changing, on-shelf display of merchandising information, shelf
level inventory monitoring, and implementation of planogrammed
shelf management systems. "The ERS ShelfNet(TM) System is designed
to be a comprehensive and cost-effective solution for managing the
center of the retail store", stated Mr. Failing.
The new generation ERS ShelfNet(TM) System consists of user-
oriented software and advanced wireless shelf labels which
communicate with the computerized control system within the store.
The software, known as ShelfServer(TM), is designed to be
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compatible with client user environments supported by the major
point-of-sale system vendors and with the current ERS ShelfNet
System. ShelfServer(TM) is oriented both to store level and
headquarter level store operations management and focuses on ease
of use and total integrity of data. The new generation electronic
shelf labels, known as EZ Labels, are designed to carry forward all
of the functionality of ERS's currently installed labels and add
the feature of two-way wireless communication. Their untethered
wireless communication means that retailers can use the EZ Labels
throughout the store and that products and labels can be easily
rearranged since the labels are designed to communicate wherever
they are placed.
ERS estimates that the new generation ERS ShelfNet(TM) System
will allow retailers to experience superior benefits at lower total
costs, through lower installation costs and lower ongoing costs
resulting from the ease of changing EZ Label locations. The system
will include all of the currently available ERS applications. In
addition, user defined applications will be supported by the easy
to use ShelfServer(TM) software, which can enable retailers to
develop their own productivity increasing applications easily and
quickly. ERS plans to install the first new generation systems in
the first quarter of 1997.
ERS also announced that, in addition to direct sales of its
system, it intends to offer the ERS ShelfNet(TM) System on a fee
based, or "tolling" arrangement, whereby ERS will own the system
and, with no upfront cash cost to the retailer, furnish the system
to retailers (generally for a period of up to five years), who will
pay monthly fees to ERS based primarily on their actual usage of
the system.
In connection with the introduction of its new generation
system and the tolling plan, ERS's Board of Directors has
authorized a private offering of debt securities, which would be
accompanied by common stock purchase warrants. ERS expects to
complete the offering during the first quarter of 1997.
ERS is a leading developer and supplier of electronic shelf
label systems. The ERS system is designed to provide accurate
pricing by linking a store's central computer both to its checkout
scanner and to the ERS electronic liquid crystal display shelf
labels at the shelf edge. The ERS system allows for pricing
information to be automatically changed on the electronic shelf
labels when prices in the point-of-sale systems are changed. This
system eliminates the need for paper price labels, which require
labor-intensive servicing and do not provide the high level of
pricing accuracy achieved by electronic shelf label systems. The
ERS system also includes patented software applications that enable
the retailer to communicate additional product information to and
from the aisle to secure additional merchandising, space
management, and inventory management benefits.
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The securities authorized by the Board of Directors of ERS
will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exception from registration
requirements.
ERS's common stock is traded on the NASDAQ National Market
System under the symbol "ERSI".
