CODA MUSIC TECHNOLOGY INC
8-K, 1997-05-12
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)       May 9, 1997
                                                 ---------------------


                           Coda Music Technology, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State of Other Jurisdiction of Incorporation)


        0-26192                                         41-1716250
 (Commission File Number)                  (I.R.S. Employer Identification No.)


    6210 Bury Drive
    Eden Prairie, Minnesota                               55346-1718
(Address of Principal Executive Offices)                   (Zip Code)


                                 (612) 937-0611
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 5.           Other Events.

                  Coda Music Technology,  Inc. (the "Company")  pursuant to Rule
135c under the Securities Act of 1933 (the "Act") has made a public announcement
that it is making a private  offering of its securities which it is not required
to register  under the Act. The Company is offering a minimum of 1,153,846 and a
maximum of 1,730,769 shares of its Common Stock at $1.30 per share. In addition,
purchasers will receive for each two shares  purchased a warrant to purchase one
additional  share at $2.00 per share  subject  to certain  adjustments.  Venture
capital  funds have  indicated  their intent to purchase at least 865,385 of the
shares  offered.  Proceeds of the offering will be used for sales and marketing,
development of the Company's  Vivace product and repertoire and working capital.
The  offering is  scheduled to close on May 29, 1997 subject to extension by the
Company for up to 60 days.



                                   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.


                                                CODA MUSIC TECHNOLOGY, INC.



Date:  May 12, 1997                             By  /s/ John W. Paulson
                                                   Its Chairman and
                                                   Chief Executive Officer





















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