SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 1999
INSO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-23384 04-3216243
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
31 St. James Avenue
Boston, Massachusetts 02116-4101
(Address of principal executive offices) (Zip code)
(617) 753-6500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
The Registrant's press release dated October 19, 1999, which is
filed as Exhibit 99.1 to this Current Report on Form 8-K, is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
See Exhibit Index attached hereto.
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 this 26th day of October, 1999.
Inso Corporation
By /s/ Jonathan P. Levitt
Jonathan P. Levitt
Secretary
EXHIBIT INDEX
Exhibit
No. Exhibit Description
99.1 Press release, dated October 19, 1999 (filed herewith)
Exhibit 99.1
INSO PRESS CONTACT:
Bruce G. Hill
Vice President, Business Development
Telephone: 617/753-6542
E-mail: [email protected]
For Immediate Release
Inso Corporation Signs Definitive
Agreement to Sell its DynaText/DynaWeb Publishing
Business to Enigma Inc.
BOSTON, October 19, 1999 -- Inso Corporation (Nasdaq: INSO) today
announced that it has entered into a definitive agreement to sell
the DynaText/DynaWeb stand alone technical document publishing
component of its Product Data Management Division (PDM), along
with its ViewPort browser technology, to Enigma Inc. for $14.75
million. Inso will also retain approximately $2.3 million in
accounts receivable. The transaction will be in the form of a
stock purchase by Enigma Inc. and its affiliate Enigma Information
Systems Ltd. of the all the outstanding stock of Inso's
subsidiaries, Inso Providence Corporation and ViewPort Development
AB of Stockholm.
The transaction is scheduled to close October 29, 1999 and should
result in a net gain to Inso of approximately $14 million in the
third fiscal quarter. The gain is net of Inso's basis in the
assets sold and transaction-related costs. Inso's net cash
proceeds from the transaction, exclusive of retained accounts
receivable, are estimated at approximately $13 million. The
transaction is expected to create a capital loss for federal tax
purposes, which may be carried forward.
"We are very pleased to have concluded this agreement with
Enigma," said Stephen O. Jaeger, Chairman and Chief Executive
Officer of Inso. "This is another important step for Inso. This
transaction, along with our recently concluded insurance agreement
that completely removes the financial risk of the shareholder
lawsuits, will allow us to better focus our personnel and
financial resources on the development and sale of Inso's high
growth technologies. The transaction with Enigma will add
approximately $13 million in cash and working capital to our
balance sheet. In addition, the retention of the accounts
receivable will contribute to cash flow in the fourth fiscal
quarter. The absence of the DynaText/DynaWeb business is expected
to reduce the PDM Division's fourth fiscal quarter revenues by
approximately $3 million. We expect the decrease in PDM Division
revenues will be largely offset by cost reductions in that
division, including approximately 12 employees and a significant
number of outside contractor resources that will become part of
Enigma."
"This agreement represents an excellent outcome for Enigma, our
DynaText/Web and ViewPort customers, and Inso." said Kirby A.
Mansfield, President and Chief Operating Officer of Inso. "Our
DynaText customers typically use the technology to publish very
large technical manuals in print, CD-ROM and Web formats. These
customers will benefit as Enigma is dedicated to the needs of this
community and has the experience and expertise necessary to
support them. For our PDM Division, we believe the availability
of our new Sherpa Information Server technology with Sherpa's
traditional Product Data Management technology will offset the
loss of revenue and cash flow from DynaText in fiscal year 2001.
Based upon the Dual Prism technology that Inso acquired last year,
Sherpa Information Server integrates advanced information
distribution technology with many relational database platforms,
to enable a broad range of content distribution via the Web."
"We are very enthusiastic about this transaction and the market
opportunity it provides us," noted Jonathan Yaron, chief executive
officer at Enigma. "We will invest heavily in Inso's installed
base, because we believe that these companies will be in the
forefront of developing new solutions to information distribution
problems. By supporting these customers and expanding our
relationships with them, we can help to develop their strategies
for the next generation of technology."
Inso Corporation is a leading provider of solutions for the
management, exchange and dynamic delivery of critical business
information. Inso's award-winning technology enables large
corporations to manage, exchange and publish all types of
information, from the simplest memo to the most complex multimedia
document. For more information, visit the Inso Web site at
http://www.inso.com.
Enigma, Inc. (http://www.enigma.com) is the leading provider of
intelligent content publishing solutions to corporate, government
and commercial publishers. The company's flagship product,
INSIGHT, fully automates the publishing process by turning
electronic source documents into intelligent electronic
publications for simultaneous distribution on the Internet and CD-
ROM. Enigma is a privately held company, headquartered in
Burlington, Mass. with offices in London, Paris, Munich,
Amsterdam, Toronto, Tokyo and Tel Aviv.
This release contains forward-looking statements with respect to
Inso's expected fiscal year and third fiscal and fourth quarter
revenues, future profitability, cash flow, tax benefits. Please
refer to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, the Company's Form 10-Q for the
quarter ended July 31, 1999 and the Company's other filings with
the SEC from time to time, for a description of certain factors
which may cause the Company's actual results to differ materially
from those forecasted or projected in such forward-looking
statements. Additionally, factors that may cause the Company's
actual results to differ materially from historical or projected
results include the following: competitive pressures including
price pressures; unexpected restructuring costs; lower-than-
anticipated consolidation synergies; inability to continue to
expand through acquisition; increased reliance on direct and
distribution channels; market acceptance of new products;
increased reliance on the competitive and dynamic web publishing
market segment; and adverse economic changes in the markets in
which the Company does business.
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Inso, the Inso logo, DynaText, DynaWeb, Synex ViewPort, DynaTag,
Sherpa and Dual Prism are trademarks or registered trademarks of
Inso Corporation in the United States and/or other countries. All
other company, product or service names are trademarks or
registered trademarks of their respective holders.
