UNITED STATES
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: December 27, 1996
(Date of earliest event reported)
Allegro New Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-14076 22-3270045
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
3 Oak Road, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code (201) 808-1992
(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets
(a) Effective December 27, 1996, the Registrant consummated the
transactions contemplated by an agreement and plan of reorganization dated as of
October 1, 1996 (the "Merger Agreement") among the Registrant, Software
Publishing Corporation, a Delaware corporation ("SPC") and SPC Acquisition
Corporation, a wholly-owned subsidiary of the Registrant ("Sub"), pursuant to
Sub was merged with and into SPC (the "Merger"). By virtue of the Merger, the
Registrant acquired all of the outstanding capital stock of SPC and will issue
an aggregate of 3,376,300 shares of its authorized and unissued common stock to
the former stockholders of SPC at a ratio of .26805 shares of Allegro common
stock for each share of common stock of SPC.
(b) SPC's principal office is located in San Jose and such facilities were
used by SPC as its corporate headquarters and its corporate executive,
administrative, sales, marketing and product development and support staff are
located at that facility. SPC also has leased facilities outside the United
States which have been used primarily for warehousing, marketing and sales of
SPC's products. The Registrant intends to continue the San Jose operations under
the lease thereof and expects that initially it will move its corporate
headquarters to the San Jose facility.
ITEM 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of Business Acquired.
(i) Audited financial statements of Software Publishing Corporation as of
September 30, 1996 and 1995 and for the years then ended. (Incorporated by
reference to the Registrant's registration statement on Form S-4, Registration
No. 333-16449.)
(b) Pro Forma Financial Information (Unaudited).
(i) Pro forma condensed combined balance sheet of the Registrant
and its subsidiaries as of September 30, 1996. (Incorporated
by reference to the Registrant's registration statement on Form
S-4, Registration No. 333-16449.)
(ii) Pro forma condensed combined statements of operations of
the Registrant and its subsidiaries for the year ended
December 31, 1995. (Incorporated by reference to the
Registrant's registration statement on Form S-4, Registration
No. 333-16449.)
(iii) Pro forma condensed combined statements of operations of
the Registrant and its subsidiaries for the nine months
ended September 30, 1996. (Incorporated by reference to the
Registrant's registration statement on Form S-4, Registration
No. 333-16449.)
(iv) Notes to unaudited pro forma condensed combined financial
statements. (Incorporated by reference to the Registrant's
registration statement on Form S-4, Registration No.333-16449.)
(c) Exhibits.
3.3 Certificate of Amendment to Certificate of Incorporation of the
Registrant.
4.1 Agreement and Plan of Reorganization dated as of October 1, 1996 among
the Registrant, Software Publishing Corporation and SPC Acquisition Corporation
(incorporated by reference to Exhibit 2 to the Registrant's Registration
Statement on Form S-4, Registration No. 333-16449).
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SIGNATURE
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 thereunto duly authorized.
ALLEGRO NEW MEDIA, INC.
By: /s/ Barry A. Cinnamon
Barry A. Cinnamon
Chairman, President and Chief
Executive Officer
Date: December 31, 1996
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ALLEGRO NEW MEDIA, INC.
Allegro New Media, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the board of directors of the Corporation, at a meeting duly
held on October 5, 1996, adopted a resolution proposing and declaring advisable
the following amendment to the Corporation's Certificate of Incorporation:
RESOLVED, that the Certificate of Incorporation of Allegro New Media, Inc.
be amended by deleting Article FOURTH thereof in its entirety and substituting,
in lieu thereof, the following:
FOURTH: (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is THIRTY-TWO MILLION (32,000,000)
shares. Of these (i) THIRTY MILLION (30,000,000) shares shall be shares of
Common Stock of the par value of $.001 per share; (ii) ONE MILLION NINE HUNDRED
THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTY (1,939,480) shares shall be Serial
Preferred Stock of the par value of $.001 per share; and (iii) SIXTY-THOUSAND
FIVE HUNDRED TWENTY (60,520) shares shall be Class B Voting Preferred Stock,
Series A of the par value of $.001 per share.
(b) The statement of the relative rights, preferences and limitations of
the shares of each class is as follows:
A. Serial Preferred Stock. The Serial Preferred Stock may be issued from
time to time in classes or series and shall have such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions of the Board of Directors providing for the issuance of such stock.
1. Designation. (a) The designation of the series of Serial Preferred Stock
created hereby shall be "Class B Voting Preferred Stock, Series A" (hereinafter
called the "Class B Preferred"), and the number of shares constituting the Class
B Preferred is 60,520.
(b) All shares of Class B Preferred shall be identical with each other in
all respects. All shares of Class B Preferred shall rank, as to the payment of
dividends and of distributions of assets upon any dissolution, liquidation or
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winding up of the Corporation, prior to the common stock, par value $.001 per
share, of the Corporation, and any other stock which by its terms ranks junior
to the Class B Preferred and on a parity with any other class or series of stock
of the Corporation ranking on a parity with the Class B Preferred as to
distribution upon dissolution, liquidation or winding up of the Corporation.
(c) Shares of the Class B Preferred that have been redeemed, purchased or
otherwise acquired by the Corporation shall not be reissued as Class B Preferred
and when retired as provided by the General Corporation Law of the State of
Delaware, shall have the status of authorized but unissued shares of Serial
Preferred Stock, without designation as to series until such shares are once
more designated as part of a particular series by the Board of Directors of the
Corporation or a duly authorized committee thereof.
2. Dividends. Each holder of shares of Class B Preferred (each a "Holder")
shall not be entitled to receive any dividends.
3. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up
of the affairs of the Corporation, whether voluntary or involuntary, the Holders
of shares of Class B Preferred then outstanding shall be entitled to receive,
out of the assets of the Corporation available for distribution to stockholders
after satisfying claims of creditors but before distributions of assets shall be
made on the Common Stock or any other class or series of stock ranking junior to
the shares of Class B Preferred upon liquidation, dissolution or winding up of
the Corporation, the amount of $.001 per share plus an amount equal to all
accrued but unpaid dividends on such shares to the date of final distribution.
(b) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation, nor the merger or consolidation of the Corporation
into or with any other corporation, or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
paragraph.
(c) After payment to the Holders of the full preferential amount provided
for in this paragraph 3 ($605.20), holders of shares of Class B Preferred in
their capacity as Holders shall have no right or claim to any of the remaining
assets of the Corporation.
(d) If the assets of the Corporation available for distribution to the
Holders upon dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all amounts to
which the Holders are entitled pursuant to clause (a) of this paragraph 3, and
to which holders of any other class or series of stock of the Corporation
ranking on a parity with the Class B Preferred as to distribution upon
dissolution, liquidation or winding up of the Corporation (collectively, the
"Parity Stockholders") are entitled pursuant to the Certificate of
Incorporation, as it may be amended from time to time (including any Certificate
of Designations), then such assets shall be distributed among the Holders of the
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Class B Preferred and the Parity Stockholders ratably in proportion to the full
amounts otherwise due such Holders and Parity Stockholders.
4. Voting Rights. (a) The Holders of shares of Class B Preferred shall vote
together with the shares of Common Stock of the Corporation. The Holder of each
share of Class B Preferred shall be entitled to ten (10) votes per share of
Class B Preferred.
(b) Voting rights hereunder shall be exercised at each meeting of
stockholders for the election of directors or otherwise or in connection with a
written consent in lieu thereof, as the case may be.
B. Common Stock. Subject to the rights, privileges, preferences and
priorities of any holders of Serial Preferred Stock, the Common Stock shall be
entitled to dividends out of funds legally available therefor, when, as and if
declared and paid to the holders of Common Stock, and upon liquidation,
dissolution or winding up of the Corporation, to share ratably in the assets of
the Corporation available for distribution to the holders of Common Stock.
Except as otherwise provided herein or by law, the holders of the Common Stock
shall have full voting rights and powers, and each share of Common Stock shall
be entitled to one vote. All shares of Common Stock shall be identical with each
other in every respect.
SECOND: That the Stockholders of the Corporation have approved such
amendment at a meeting duly held on December 20, 1996
THIRD: That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Barry A. Cinnamon, its President, and attested by Neil M. Kaufman, its
Secretary, this 20th day of December, 1996.
ALLEGRO NEW MEDIA, INC.
By:/s/ Barry A. Cinnamon
Barry A. Cinnamon
President
ATTEST:
By:/s/ Neil M. Kaufman
Neil M. Kaufman
Secretary
