SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 28, 1997
IVI Publishing, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-22212 41-1686038
(Commission File Number) (I.R.S. Employer Identification Number)
7500 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices) (Zip Code)
612-996-6000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
On October 28, 1997 and October 30, 1997, respectively, the Convertible
Subordinated Debentures and the Convertible Redeemable Preferred Stock of IVI
Publishing, Inc. (the "Company") were converted to common stock at a rate of
$2.00 per share, resulting in the issuance of 2,750,000 shares of common stock.
The following table sets forth (i) the actual capitalization of the Company as
of September 30, 1997 and (ii) the pro forma impact of the conversion of the
Convertible Subordinated Debentures and the Convertible Redeemable Preferred
Stock.
<TABLE>
<CAPTION>
September 30, 1997
----------------------------
Actual Pro Forma
------------ ------------
Assets (Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 2,788,000 $ 2,788,000
Accounts receivable, net 437,000 437,000
Inventory 301,000 301,000
Other current assets 417,000 417,000
------------ ------------
Total current assets 3,943,000 3,943,000
Furniture and equipment 6,663,000 6,663,000
Less allowances for depreciation (4,399,000) (4,399,000)
------------ ------------
2,264,000 2,264,000
Other non-current assets 738,000 738,000
------------ ------------
Total assets $ 6,945,000 $ 6,945,000
============ ============
Liabilities and Shareholders' Equity Current liabilities:
Accounts payable $ 3,443,000 $ 3,443,000
Other accrued expenses 333,000 333,000
------------ ------------
Total current liabilities 3,776,000 3,776,000
Convertible subordinated debentures $ 3,500,000 $-0-
Convertible redeemable preferred stock 1,944,000 -0-
Shareholders' equity:
Common Stock, $.01 par value:
Issued and outstanding shares - 7,348,000 at
September 30, 1997 actual; 10,098,000 at
September 30, 1997 pro forma 73,000 101,000
Additional paid-in capital 70,834,000 76,250,000
Accumulated deficit (73,182,000) (73,182,000)
------------ ------------
Total shareholders' (deficit) equity (2,275,000) 3,169,000
------------ ------------
Total liabilities and shareholders' (deficit) equity $ 6,945,000 $ 6,945,000
============ ============
</TABLE>
<PAGE>
Under the terms of the conversion agreements, the Company issued additional
securities to the Convertible Subordinated Debenture holders and the Convertible
Redeemable Preferred shareholder. The Company must book an expense in the fourth
quarter for the fair market value of the additional securities issued upon the
conversion of the Convertible Subordinated Debentures; however, there will be no
impact on the Company's cash or on the total capitalization of the Company since
the offset of this expense will increase additional paid-in capital. The Company
is currently working to determine the fair market value of these additional
shares issued in the conversion. The impact of this transaction will be
reflected in the Company's year-end financial statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 19, 1997
IVI PUBLISHING, INC.
By /s/ Charles A. Nickoloff
Charles A. Nickoloff, Vice President and
Acting Chief Financial Officer
