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): June 20, 1996
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ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-37785 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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In accordance with Reg. Section 230.135c, reference is made to
the Registrant's press release dated June 20, 1996 annexed to this
current report as Exhibit 5(a), the text of which is incorporated
herein 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.
<PAGE>
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/William B. Fischer
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William B. Fischer
Vice President-Finance
Dated: June 24, 1996
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5(a) - Press Release dated June 20, 1996
Exhibit 5(a)
Contact: Bruce F. Failing, Jr.
President & CEO
Electronic Retailing Systems International, Inc.
(203) 761-7900
FOR IMMEDIATE RELEASE
Wilton, Connecticut - June 20, 1996 -- Electronic Retailing Systems
International, Inc. (NASDAQ:ERSI) announced today that its Board of
Directors has authorized an offshore public offering of
approximately 6,500,000 shares of its common stock, $.01 par value
(the "Common Stock"), to investors outside the United States
pursuant to Regulation S under the Securities Act of 1933.
Concurrently with the closing of the offering, which is expected
after the commencement of the third quarter of calendar 1996, the
Company would place approximately 1,000,000 additional shares of
Common Stock in a private placement transaction with purchasers who
would include certain members of the Company's Board of Directors
or their affiliates. The net proceeds to be received by the Company
from these transactions will be used as working capital for general
corporate purposes.
The Company anticipates that, immediately prior to closing, holders
of the Company's outstanding Series A Cumulative, Convertible
Preferred Stock, $1.00 par value, would convert their shares, in
accordance with their terms, into an aggregate of 3,138,900 shares
of Common Stock.
The securities to be offered by the Company pursuant to Regulation
S have not been and will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States, or to
or for the account or benefit of any U.S. person, except pursuant
to an exemption from the registration requirements of the
Securities Act.
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