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 15, 1999
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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)
488 Main Avenue, Norwalk, Connecticut 06851
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 203-849-2500
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Item 5. Other Events.
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On December 16, 1999, the Registrant announced that its cash
tender offer for its 13-1/4% Senior Discount Notes due February 1,
2004 (the "Notes"), at a purchase price of $155 per $1,000
principal amount at maturity of the Notes, expired at Midnight,
New York City time, on December 15, 1999. Since the commencement
by the Registrant during the current quarter of open market
purchases of the Notes through the expiration of the tender offer,
the Registrant acquired an aggregate of $46.345 million principal
amount at maturity of Notes, of which $1.095 million principal
amount at maturity of Notes were purchased in the tender offer.
Jefferies & Co., Inc. was the dealer manager for the tender offer.
Reference is hereby made to the Registrant's press release
issued December 16, 1999 annexed to this Current Report as Exhibit
99, the text which is incorporated by reference to this item.
Item 7. Financial Statements and Exhibits.
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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/Jerry McAuliffe
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Jerry McAuliffe
Vice President, Chief Financial
Officer
Dated: December 23, 1999
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INDEX TO EXHIBITS
Exhibit Description
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99 Press Release of the Registrant issued December
16, 1999.
FOR IMMEDIATE RELEASE
Contact:
Bruce F. Failing, Jr., CEO
Jerry McAuliffe, CFO
Electronic Retailing Systems International, Inc.
203.849.2500
Electronic Retailing Systems International, Inc.
Completes Cash Tender Offer for Senior Discount Notes
NORWALK, Conn.--(BUSINESS WIRE)--December 16, 1999--Electronic
Retailing Systems International, Inc. ("ERS") (OTC BB:ERSI) today
announced that its cash tender offer for its 13-1/4% Senior
Discount Notes due February 1, 2004 (the "Notes"), at a purchase
price of $155 per $1,000 principal amount at maturity of the Notes,
expired at Midnight, New York City time, on December 15, 1999.
Since the commencement by ERS during the current quarter of open
market purchases of Notes through the expiration of the tender
offer, ERS has acquired an aggregate of $46,345,000 principal
amount at maturity of Notes, of which $1,095,000 principal amount
at maturity of Notes were purchased in the tender offer. Jefferies
& Company, Inc. was the dealer manager for the tender offer.
ERS is a leading developer and supplier of electronic shelf
labeling systems designed to improve retailer profitability. The
ERS ShelfNet(R) system is designed to assist retailers in cost
savings and pricing accuracy by using a wireless network to link a
store's central computer both to its check-out scanner and to the
ESLs that display pricing information at the shelf edge. With
ShelfNet, this pricing information is updated automatically on the
ESLs when prices in the point-of-sale (POS) scanner are changed.
This provides price integrity between the shelf edge and the POS
scanners. ShelfNet uses spread spectrum RF technology, which is the
most widely used method of wireless communication in retail today.
In addition, ShelfServer uses a suite of patented software
applications designed to communicate merchandising, inventory and
other information to and from store personnel in the aisle. These
applications are designed to provide value-added benefits to
retailers in the areas of shelf-edge merchandising, replenishment
control, strategic pricing and shelf set compliance.
This press release contains forward-looking statements that involve
risks and uncertainties. ERS' actual results may vary from those
anticipated due to a number of factors, including, without
limitation, the timely availability and acceptance of new products,
the rate of development of the emerging market for electronic shelf
label systems, the impact of competitive products and pricing, the
management of growth, and other factors set forth in reports and
other documents filed by ERS with the Securities and Exchange
Commission from time to time.
