SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 13(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 1997
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14076 22-3270045
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
3 Oak Road, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
(973) 808-1992
(Registrant's telephone number, including area code)
111 North Market Street, San Jose, California 95113
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Software Publishing Corporation Holdings, Inc. (the "Company") has approved
a plan to restructure its operations and management team. The Board of Directors
of the Company has decided to move the Company's principal executive offices to
Fairfield, New Jersey and to close the Company's San Jose, California office in
an effort to significantly reduce the Company's expenses. Additional revenue
enhancement, cost-cutting and productivity improvement measures have also been
adopted. Barry A. Cinnamon, the Company's former Chairman of the Board,
President and Chief Executive Officer has resigned these positions and as a
director of the Company. Lori Kramer Cinnamon has also resigned as a director
and officer of the Company. Mark E. Leininger, the Company's Chief Operating
Officer, will assume Mr. Cinnamon's responsibilities and will be responsible for
the Company's operations, including the implementation of the restructuring. The
Company also announced the appointment of a new Chief Financial Officer, Kevin
D. Sullivan, CPA. Mr. Sullivan has previously held two positions as Chief
Financial Officer and formerly was the Treasurer of Prime Hospitality Corp., a
New York Stock Exchange company, when it was known as Prime Motor Inns.
The Company has taken these actions pursuant to a plan which is intended to
result in the Company operating successfully. The Company believes that, by
continuing to develop and enhance its successful direct mail and telemarketing
operations, eliminating the overhead associated with operations in the high-cost
northern California environment and by improving its operations at the Company's
Nashua, New Hampshire telemarketing and warehouse facilities, the Company can
establish a positive cash flow; however, no assurance can be given in this
regard. The Company expects to continue to market and sell its existing
products, including Serif PagePlus , Serif DrawPlus , Serif MailPlus and
Software Publishing Corporation's Harvard Graphics , ActiveMail and other
products. With the benefit of the Company's profitable direct mail and
telemarketing operations in the United Kingdom and with the anticipated
increased efficiencies in the Company's United States direct mail and
telemarketing facilities and operations, the Company anticipates that it can
continue to increase its sales of these products, as well as any other product
which the Company may develop, acquire or license.
In connection with these actions, the Company expects to classify its
Intelligent Formatting technology as a discontinued operation, and anticipates
that implementing the restructuring plan will result in non-recurring charges of
approximately $4,000,000 in the fourth quarter of fiscal 1997, including
expenses of approximately $500,000 anticipated to be incurred in connection with
closing the San Jose office.
In connection with the resignation of Mr. Cinnamon, the Company has agreed
to license a portion of its Intelligent Formatting technology to him for use in
connection with a proposed Internet database product that the Company has no
current plans to develop. The Company will be entitled to receive royalties and
commissions in connection with the license granted to Mr. Cinnamon. In addition,
Mr. Cinnamon agreed to surrender his 60,520 shares of the Company's Class B
Voting Preferred Stock, Series A for cancellation and granted to the Company a
ten year right to vote the 842,542 shares of the Company's Common Stock owned by
Mr. Cinnamon.
In addition, Eng Chye Low has resigned as a director of the Company for
medical reasons. On December 29, 1997, Martin F. Schacker was elected as a
director of the Company in Class III. Mr. Schacker is the chairman of the board
of M.S. Farrell & Co., Inc., a Wall Street investment banking and brokerage
firm.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Listed below are all exhibits to this Current Report on
Form 8-K/A.
Exhibit
Number Description
10.54 Settlement and Release Agreement, dated December 19, 1997, among
the Registrant, Barry A. Cinnamon and Lori Kramer Cinnamon.
(Incorporated by reference to Exhibit 10.54 to the Registrant's
Current Report on Form 8-K (Date of Report: December 19, 1997),
filed with the Securities and Exchange Commission on December 30,
1997.)
10.55 License Agreement, dated December 19, 1997, between Software
Publishing Corporation and Barry A. Cinnamon. (Incorporated by
reference to Exhibit 10.55 to the Registrant's Current Report on
Form 8-K (Date of Report: December 19, 1997), filed with the
Securities and Exchange Commission on December 30, 1997.)
99.1 Press Release of the Registrant, dated December 22, 1997.
(Incorporated by reference to Exhibit 99.1 to the Registrant's
Current Report on Form 8-K (Date of Report: December 19, 1997),
filed with the Securities and Exchange Commission on December 30,
1997.)
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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.
SOFTWARE PUBLISHING
CORPORATION HOLDINGS, INC.
By: /s/ Mark E. Leininger
Dated: January 8, 1998 Mark E. Leininger
Vice President and
Chief Operating Officer
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EXHIBIT INDEX
Exhibit
Number Description
10.54 Settlement and Release Agreement, dated December 19, 1997, among
the Registrant, Barry A. Cinnamon and Lori Kramer Cinnamon.
(Incorporated by reference to Exhibit 10.54 to the Registrant's
Current Report on Form 8-K (Date of Report: December 19, 1997),
filed with the Securities and Exchange Commission on December 30,
1997.)
10.55 License Agreement, dated December 19, 1997, between Software
Publishing Corporation and Barry A. Cinnamon. (Incorporated by
reference to Exhibit 10.55 to the Registrant's Current Report on
Form 8-K (Date of Report: December 19, 1997), filed with the
Securities and Exchange Commission on December 30, 1997.)
99.1 Press Release of the Registrant, dated December 22, 1997.
(Incorporated by reference to Exhibit 99.1 to the Registrant's
Current Report on Form 8-K (Date of Report: December 19, 1997),
filed with the Securities and Exchange Commission on December 30,
1997.)
