SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 and
Rule 13a-17 or 15d-17 thereunder
ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
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(Exact name of issuer as specified in charter)
372 Danbury Road, Wilton, Connecticut 06897
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(Address of principal executive offices)
Issuer's telephone number, including area code: 203-761-7900
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in
the number of shares outstanding:
1. Title of security: common stock, $.01 par value ("Common
Stock")
2. Number of shares outstanding before the change: 11,800,048
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3. Number of shares outstanding after the change: 21,033,062
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4. Effective date of change: July 11, 1996
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5. Method of change: Offshore public offering, contemporaneous
private placement and conversion of
Series A Cumulative, Convertible
Preferred Stock
Brief description of transaction:
On July 11, 1996, the Issuer completed: (i) the offshore
public offering of an aggregate of 4,963,500 shares of its common
stock, $.01 par value (the "Common Stock"), and the issuance of
218,957 shares of Common Stock as commissions in connection
therewith, in accordance with Regulation S under the Securities Act
of 1933, (ii) the contemporaneous private placement of an aggregate
of 911,657 shares of Common Stock to subscribers, including certain
members of the Issuer's Board of Directors and their affiliates,
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and (iii) the issuance of an aggregate of 3,138,900 shares of
Common Stock upon conversion of all 125,556 outstanding shares of
the Issuer's Series A Cumulative, Convertible Preferred Stock,
$1.00 par value.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: not applicable
2. Name after change: not applicable
3. Effective date of charter amendment change name: not
applicable
4. Date of shareholders approval of change if required: not
applicable
Dated: July 11, 1996 s/Bruce F. Failing, Jr.
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Bruce F. Failing, Jr.
President
