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): January 24, 1997
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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 January 24, 1997, the Registrant announced the completion
of the sale, in a private offering of 147,312 Units (the "Units")
consisting of $147,312,000 principal amount at maturity of 13.25%
Senior Discount Notes due February 1, 2004 together with warrants
to purchase an aggregate of 2,538,258 shares of common stock, $.01
par value, of the Registrant at an exercise price of $5.23 per
share, exercisable from the period commencing on the first
anniversary of closing through February 1, 2004. The Units were
sold to investors at a price aggregating approximately
$100,000,000. For additional information with respect to this
transaction, reference is hereby made to the Registrant's press
release issued January 24, 1997 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.
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: February 3, 1997 INDEX TO EXHIBITS
Exhibit Description
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5(a) - Press Release of the Registrant issued January 24,
1997
EXHIBIT 5(a)
Contact:
Electronic Retailing Systems
International, Inc.
Bruce F. Failing, Jr.
President and Chief Executive
Officer
(203) 761-7900
FOR IMMEDIATE RELEASE
ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.
COMPLETES SALE OF 13.25% SENIOR DISCOUNT NOTES
WITH COMMON STOCK PURCHASE WARRANTS
Wilton, Connecticut--January 24, 1997--Electronic Retailing
Systems International, Inc. ("ERS")(NASDAQ:ERSI) announced that it
has completed the sale, in a private offering, of 147,312 Units
("Units") consisting of $147,312,000 principal amount at maturity
of 13.25% Senior Discount Notes due February 1, 2004 (the "Notes")
together with warrants to purchase an aggregate of 2,538,258 shares
of ERS common stock, $.01 par value, at an exercise price of $5.23
per share, exercisable from the period commencing on the first
anniversary of closing through February 1, 2004. Credit Suisse
First Boston Corporation and UBS Securities LLC were the initial
purchasers of the Units.
The Units were sold to investors at a price aggregating
approximately $100,000,000, representing a yield to maturity on the
Notes of 13.25%. No cash interest will accrue on the Notes prior to
February 1, 2000. The Notes are non-callable prior to February 1,
2001. Patricof & Co. acted as an advisor in this transaction.
ERS intends to use the net proceeds from the sale, estimated
at $95 million, in connection with the anticipated expansion of its
operations, including for manufacturing and carrying costs
attendant to its previously announced new business strategy. In
addition to direct sales, ERS intends to offer its wireless new
generation electronic shelf label 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
who will pay monthly fees to ERS based primarily on their actual
usage of the system. The proceeds will also be used for general
corporate purposes, including the funding of ERS's on-going
engineering and development efforts.
The securities have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of said Act and applicable state securities laws.
<PAGE>
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.
ERS's common stock is traded on the NASDAQ National Market
System under the symbol "ERSI".
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