<PAGE> 1
================================================================================
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): November 18, 1997
TIMELINE, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
WASHINGTON 1-13524 91-1590734
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or Identification No.)
organization)
</TABLE>
3055 112TH AVENUE N.E., STE. 106
BELLEVUE, WA 98004
(Address of principal executive offices)
(425) 822-3140
(Registrant's telephone number)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant issued the following press release on November 18, 1997:
November 18, 1997 -- Bellevue, WA - Timeline, Inc. (formerly NASDAQ:
TMLN), a financial reporting software company, announced today it will begin
trading on the OTC Bulletin Board on November 19, 1997. Nasdaq delisted the
company from its SmallCap Market because it was not compliant with Nasdaq
listing standards.
"We have been working with Nasdaq under a conditional exemption for a
number of weeks. Nasdaq's pending implementation of new standards in February
substantially increases the net-worth requirement. Consequently, any minor
adjustments we might implement to maintain our current listing would be nothing
more than a temporary fix," stated Charles Osenbaugh, President. "Our Board,
after consultation with members of the underwriting community, has determined
the major initiatives available to meet the new listing standards, including
recapitalization and a reverse stock split, are not necessarily in the best
interest of current shareholders. Recapitalization would substantially dilute
current shareholders. A reverse stock split of any magnitude would further
compound an extremely thin stock float.
"Our focus must continue to be returning Timeline to operating
profitability," Osenbaugh continued. "While we believe our trading forum is
important, it cannot override our mandate to act in the best interest of our
shareholders. Achieving profitability is the key to generating a return to
shareholders. We cannot undertake actions solely on the basis of continuing a
Nasdaq listing when such moves, in our opinion, might jeopardize earnings per
share and liquidity."
On Friday, November 14, Timeline reported second quarter net income of
$870,000, or $.27 per share, on operating revenues of $884,000, plus a $1.0
million gain on the sale of Timeline Europe. "Strong cost cutting measures in
all divisions reduced operating expenses 64%, which led to an 85% decline in
Timeline's loss from operations over the second quarter of fiscal 1997," said
Osenbaugh.
"Our distribution channels are beginning to show significant progress.
All of our second quarter license revenues were generated either through
reorders from existing customers or through channel partners. We continue to
pursue a goal of achieving operating profitability in the second half of this
fiscal year. We will make every reasonable effort to encourage our market makers
to continue trading Timeline shares on the OTC Bulletin Board to provide
liquidity for our shareholders," Osenbaugh concluded.
Timeline develops, markets and supports proven, Microsoft Windows-based
financial management reporting software suitable for complex applications such
as those found in medium to large, multinational corporations. MV Analyst for
Microsoft Excel was developed for Windows 95, Office 97 and Windows NT and thus
takes full advantage of the new operating systems from Microsoft. Monday,
November 17, 1997, Timeline shares closed the trading day at $0.75. Timeline can
be reached at 800-342-3365.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this news release looking forward in time involve risks
and uncertainties, including the ability to generate sales, the ability to reach
definitive agreements in negotiations with third-parties to market or license
Timeline's technology, agreements regarding revenue recognition from software
sales, corporate spending patterns, trends in the software market, product
demand, regulatory changes, and other risk factors detailed in the Company's
Securities and Exchange Commission filings.
NOTE: Transmitted on PR Newswire at 5:23 p.m. PST, November 18, 1997.
2
<PAGE> 3
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.
Timeline, Inc.
(Registrant)
Date: November 19, 1997 By: /s/ Charles R. Osenbaugh
--------------------------------------
Charles R. Osenbaugh
President/Chief Executive Officer
3
