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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) July 10, 2000
INSO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23384 04-3216243
(State or other jurisdiction of (Commission File Number) (I.R.S.
incorporation or organization) Employer
Identification
No.)
299 Promenade Street 02908
Providence, Rhode Island (Zip code)
(Address of principal executive offices)
(401) 752-4400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On July 10, 2000, Inso Corporation ("Inso" or, the "Company") sold its
Information Exchange Division ("IED") to IntraNet Solutions, Inc.
("IS") for a stated purchase price of $55,000,000, less amounts for
retained rights under license and subject to adjustment based on the
net working capital of the IED business on the closing date. The net
working capital adjustment shall be calculated and settled in the form
of a cash payment by the party owing the adjustment amount within 50
days of the closing date. The Company currently estimates that a net
payment of approximately $2,000,000 will be due and payable to IS at
the settlement date.
The transaction was in the form of a merger of two wholly owned
subsidiaries of IS with Inso's subsidiaries Inso Chicago Corporation
and Inso Kansas City Corporation which comprised the IED business.
Inso received $48,000,000 of the proceeds in cash at the time of the
closing. An additional $5,500,000 has been placed in an escrow
account, and, subject to the Company's indemnification obligations
under the agreement, shall be released to the Company on the first
anniversary of the closing date. Including the portion of the
proceeds held in the escrow account, the Company expects its net
proceeds from the transaction, net of income taxes, the net working
capital adjustment and transaction-related expenditures, to be
approximately $48,000,000 and the Company's net gain from the
transaction is expected to approximate $38,000,000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
Pro Forma financial information is filed as Exhibit 99.2 hereto.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated July 10, 2000, by and
among IntraNet Solutions, Inc., IntraNet Chicago Acquisition
Corporation, IntraNet Kansas City Acquisition Corporation,
Inso Chicago Corporation, Inso Kansas City Corporation and
Inso Corporation.
99.1 Press release, dated July 10, 2000.
99.2 Pro Forma Financial Information.
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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 25/th/ day of July, 2000.
Inso Corporation
By /s/ Christopher M. Burns
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Christopher M. Burns
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
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2.1 Agreement and Plan of Merger, dated July 10, 2000, by and among
IntraNet Solutions, Inc., IntraNet Chicago Acquisition Corporation,
IntraNet Kansas City Acquisition Corporation, Inso Chicago
Corporation, Inso Kansas City Corporation and Inso Corporation.
99.1 Press release dated July 10, 2000.
99.2 Pro Forma Financial Information.
