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): January 5, 2000
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 January 5, 2000, 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 12th day of January, 2000.
Inso Corporation
By /s/ Jonathan P. Levitt
Jonathan P. Levitt
Vice President and General Counsel
EXHIBIT INDEX
Exhibit
No. Exhibit Description
99.1 Press release, dated January 5, 2000 (filed herewith)
Exhibit 99.1
INSO PRESS CONTACT:
Bruce G. Hill
Vice President, Business Development
Telephone: 617/753-6542
mailto:[email protected]
Inso Corporation Sells PDM Division to SDRC
BOSTON, January 5, 2000 -- Inso Corporation (Nasdaq: INSO) today announced
that it has sold its PDM Division for approximately $12 million in cash and
net assumption of liabilities. The transaction is in the form of a stock
purchase by Structural Dynamics Research Corporation (SDRC) of all the
outstanding stock of Inso's subsidiaries, Sherpa Systems Corporation and Inso
France Development.
The sale was completed on January 5, 2000 and should result in a transaction
loss to Inso estimated at approximately $3 million in the fourth fiscal
quarter. In addition, a compensation charge of approximately $1.7 million
will be recorded in the fourth fiscal quarter for the cost of option vesting
or cancellation for certain PDM Division employees.
"We are pleased to have completed the sale of the PDM Division to SDRC," said
Stephen O. Jaeger, Chairman and Chief Executive Officer of Inso.
"This transaction, along with the sale of the DynaText business in the third
quarter, completes the disposition of the Company's PDM business segment.
The combined cash and working capital benefits from the two transactions will
approximate $27 million. This does not include potential cash payments we may
receive from SDRC for the revenue performance of the PDM Division in the
12-month period following its sale. With our operations streamlined,
business strategy tightly focused, and balance sheet strengthened, we will
continue to pursue aggressively the significant opportunities that we have
in our eBusiness Technologies (eBT) and Information Exchange (IED)
Divisions."
"The conclusion of this transaction with SDRC opens an exciting period for
Inso," said Kirby A. Mansfield, President and Chief Operating Officer of
Inso. "We have fully turned our attention to the eBusiness Technologies and
Information Exchange Divisions. We have already begun to make investments
in the geographic expansion of eBT's business and are actively pursuing
IED's opportunities within the expanding information portal technology
provider and mobile and wireless markets."
Inso Corporation is a leading provider of solutions for the management,
exchange and dynamic delivery of critical business information and
applications. The eBusiness Technologies Division, with its award-winning
DynaBase product, provides open XML-based technology and services for
developing and deploying advanced e-business solutions via the Web.
The Information Exchange Division, through its industry-leading Outside In
Technology, provides comprehensive information access, conversion, and
viewing solutions for delivering business information in both connected
and wireless computing environments. With more than 500 corporate and
OEM customers, and more than 10 years of experience
in XML and structured content applications, Inso is respected worldwide
for its technology leadership. For more information, visit the Inso Web
site at http://www.inso.com.
This release contains forward-looking statements with respect to Inso's
future profitability, cash flows, working capital, future investments
and new technologies. 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 October 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 foward-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.
Inso, the Inso logo, Outside In and DynaBase 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.
