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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 17, 1998
BYRON PREISS MULTIMEDIA COMPANY, INC.
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(Exact name of Registrant as specified in its Charter)
New York
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(State of other jurisdiction of incorporation)
1-13084 13-3676574
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commission File No. I.R.S. Employer
Identification
24 West 25th Street
New York, New York 10010
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Address of Principal Executive Offices Zip Code
212 989 6252
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Registrant's telephone number
including area code
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ITEM 5. All Other Events
On September 14,1998, two of the Directors of the Registrant (the
"Company") Matthew Shapiro and Roger Cooper resigned as Directors of the
Company. Messrs. Shapiro and Cooper did not have any disagreement with the
financial,accounting and/or management policies of the Company.
Messrs. Shapiro and Cooper provided their resignations from
the Board in order to assist the Company in raising interim
financing. Additionally, Securities Management, Inc.
("Securities"), a secured lender of the Company, requested that the
Board appoint two nominees as Directors of the Company as a
condition of Securities not exercising the rights granted to
Securities as a part of a secured financing arrangement. Securities
nominated Mr. Edward Fitzpartrick and Mr. Mark Palestine to the
Board. Mr. Fitzpatrick is an investment banker and a principal
shareholder of VenGua Capital Markets ("VenGua"), an investment
banking firm located in the United Kingdom,for the past five years.
Mr. Palestine is a Financial Consultant and Certified Public
Accountant. Mr. Palestine formed his owe audit practice which was
sold in 1993. From 1993 to 1995 Mr. Palestine worked for Bruce
Butler & Co a CPA firm.
The Board appointed Messrs Fitzpatrick and Palestine to the Board and
they agreed to serve as Directors. Additionally, Mr. Byron Preiss, The
Company's Chief Executive Officer and Chairman of the Board, resigned as Chief
Executive Officer but will maintain his position as Chairman of the Board of
the Company.
Mr. James R. Dellomo, the Company's Chief Financial Officer
and a Director, was appointed acting President and Chief Executive
Officer of the Company until such time as the Company obtains
interim financing and/or appoints a new Chief Executive Officer
Annexed hereto and marked Exhibit 1 is a copy of the press
release issued by the Company
EXHIBITS
Copy of Press Release dated September 17, 1998
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 hereto duly authorized.
Dated: September 17, 1998
BYRON PREISS MULTIMEDIA COMPANY, INC.
/s/ JAMES R. DELLOMO
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JAMES R. DELLOMO
President and Chief Financial Officer
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FOR IMMEDIATE RELEASE:
CONTACT: JAMES R. DELLOMO, CFO
212 886 2302
New York, NY. September 17, 1998 - Byron Preiss Multimedia
Company, Inc. (NASDAQ: CDRM) today announced that in a special
meeting of the Board of Directors Byron Preiss was appointed
Chairman of the Board. Roger F. Cooper and Matthew Shapiro
simultaneously resigned as directors. The Board also appointed
Edward Fitzpatrick, an investment banker with London-based
Vengua Capital Markets and Mark Palestine, a shareholder in
the Company, to the Board of Directors. Simultaneously, James
R. Dellomo, the Company's Chief Financial Officer was named
Acting CEO and President.
"I am pleased to be able to focus on strategic planning
and potential mergers and acquisitions for the Company,"
stated Preiss, "having negotiated the successful acquisitions
of Dolphin, Inc. and Multi Dimensional Communications Inc. for
the Company as well as the asset purchase of HighText
Interactive's Crash Course product line. We look forward to
the exploitation of Crash Course in our next Orange Cherry and
New Media Schoolhouse catalogs."
The Company, based in New York, specializes in the development and
marketing of educational software in direct marketing catalogs and on the
internet at www.newmediaschoolhouse.com. Its Dolphin division produces
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educational software for leading textbook and academic publishers. The Company
also publishes books under agreements with Simon & Schuster and Penguin
Putnam. Its forthcoming book The Ultimate Universe was recently selected to be
a main selection of the Astronomy Book Club. The Company's website is
www.byronpreiss.com. In 1995 Viacom International Holdings, a division of
Viacom, AMEX:VIA, acquired 20% of the Company.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS. THERE CAN BE NO ASSURANCE
THAT SAID STATEMENTS SHALL BE REALIZED.
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