INTERSCIENCE COMPUTER CORP /CA/
8-K, 1998-05-13
INDUSTRIAL ORGANIC CHEMICALS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    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): April 20, 1998


                       INTERSCIENCE COMPUTER CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


  CALIFORNIA                         1-12312                       95-3880130
(State or other                    (Commission                  (I.R.S. Employer
jurisdiction of                    File Number)                  Identification
 incorporation)                                                      Number)

                         5236 Colodny Drive, Suite 100
                         Agoura Hills, California 91301
                    ----------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (818) 707-2000

                                 Not applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

     On April 20, 1998 in the United States Bankruptcy Court for the Central
District of California, an order was entered confirming Interscience Computer
Corporation's First Amended Plan of Reorganization (the "Plan").

          In accordance with the Plan:

          1.   Administrative Claims will be paid in cash.

          2.   Tax liabilities will be paid over a six-year period in equal
               quarterly payments.

          3.   The remaining bank loan (approximately $1,000,000) will be paid
               over three years in monthly installments at prime rate plus
               three percent (3%)

          4.   All vendors under $500 will be paid in full.

          5.   All unsecured creditors will receive 25% of their approved claim
               in cash and one share of stock for every $5.00 of approved debt.
               There is a possibility of some additional cash payment
               contingent on the sale of Xerox parts.

          6.   The existing shares of preferred stock will be exchanged for
               1,750,000 shares of common stock and a two-year warrant to
               purchase 500,000 shares at $1.00 per share. All arrearages on
               preferred will be forgiven.

          7.   The existing common shareholders will retain their shares. Their
               interest will be diluted by the shares issued to the preferred
               shareholder and the unsecured creditors.

Prior to the effective date of the Plan, there were 2,541,666 shares
outstanding. As a result of the issuance to the preferred shareholder and the
unsecured creditors and 250,000 shares issued to new management, it is
anticipated that there will be approximately 5,200,000 shares outstanding at the
conclusion of the reorganization.
 
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ITEM 7.  EXHIBITS

     2.1  First Amended Disclosure Statement to Accompany Debtors First Amended
          Plan of Reorganization and Debtors First Amended Plan of
          Reorganization(1)



- ------------
(1) Incorporated by reference to the Exhibits to the Company's Annual Report on
    Form 10-KSB for the fiscal year ended September 30, 1997.
<PAGE>   4
                                   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 hereunto duly authorized.



                                   INTERSCIENCE COMPUTER CORPORATION


                                   By /s/ Walter Kornbluh
                                      -----------------------------------------
                                          Walter Kornbluh
                                          President and Chief Executive Officer


Dated:  May 5, 1998 


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