SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 13(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 1998
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)
3A Oak Road, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
(973) 808-1992
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 26, 1998, the stockholders of Software Publishing Corporation
Holdings, Inc. (the "Company") granted the Board of Directors of the Company
authority to amend the Company's Certificate of Incorporation to authorize
either a one-for-two (1:2), one-for-three (1:3) or one-for-five (1:5) reverse
stock split of the common stock, par value $.001 per share (the "Common Stock"),
of the Company. Following such stockholder action, the Company's Board of
Directors authorized a one-for-three (1:3) reverse stock split (the "Reverse
Stock Split") of the Common Stock and directed that a Certificate of Amendment
of the Certificate of Incorporation of the Company (the "Certificate of
Amendment") effectuating the Reverse Stock Split be filed with the Delaware
Secretary of State. The Certificate of Amendment was filed with the Delaware
Secretary of State on May 27, 1998. In accordance with the Certificate of
Amendment, the Reverse Stock Split became effective as of the close of business
on May 27, 1998. The Company has been advised by The Nasdaq Stock Market, Inc.
that the Common Stock will trade under the symbol "SPCOD" for a twenty trading
day period following the effectuation of the Reverse Stock Split (i.e., through
June 24, 1998). Giving effect to the Reverse Stock Split, the Company's net loss
per share - basic and diluted, as restated, was $.19 and $1.02 per share for the
quarters ended March 31, 1998 and 1997, respectively, and $3.57 and $22.44 per
share for the years ended December 31, 1997 and 1996, respectively.
In addition, the lawsuit captioned Barry Cinnamon and Lori Kramer
Cinnamon, suing derivatively on behalf of Software Publishing Corporation
Holdings, Inc. and its shareholders, and Barry Cinnamon and Lori Kramer
Cinnamon, individually, v. Software Publishing Corporation Holdings, Inc., Neil
M. Kaufman, Mark Leininger and John Does 1-10 has been dismissed with prejudice.
Further, Barry A. Cinnamon, the former Chairman of the Board, Chief Executive
Officer and President of the Company and a plaintiff in such action, has sold
all shares of Common Stock held by Mr. Cinnamon, both individually and as
custodian for his minor children, to third parties, thereby terminating the
proxy previously granted to the Company's President to vote such 900,320 shares.
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.
Exhibit
Number Description
3.4 Certificate of Amendment of Certificate of Incorporation, filed
with the Delaware Secretary of State on May 27, 1998.
99.1 Press Release of the Registrant, dated May 27, 1998.
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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.
Dated: May 29, 1998 By: /s/ Mark E. Leininger
Mark E. Leininger, President
(Principal Executive Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3.4 Certificate of Amendment of Certificate of Incorporation, filed with
the Delaware Secretary of State on May 27, 1998.
99.1 Press Release of the Registrant, dated May 27, 1998.
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
Software Publishing Corporation Holdings, 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 held on March 31, 1998, adopted a resolution proposing and
declaring advisable the following amendment to the Corporation's
Certificate of Incorporation:
RESOLVED, that the following be added to Article FOURTH
of the Amended and Restated Certificate of Incorporation, at the end
thereof:
(d) Each issued and outstanding share of Common Stock,
par value of $.001 per share, of the Corporation (the "Old Common
Stock") as of the date of filing of this Certificate of Amendment of
the Certificate of Incorporation of the Corporation (the "Effective
Date") shall automatically and without any action on the part of the
holder thereof, be reclassified as and changed into one-x (1/x) [x is
to be completed with a whole number which shall be either two, three
or five, inclusive, hereafter approved by the Board of Directors] of
one share of Common Stock, par value of $.001 per share (the "New
Common Stock"), of the Corporation, subject to the treatment of
fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective
Date represented outstanding shares of Old Common Stock (each, an "Old
Certificate") shall be entitled to receive upon surrender of such Old
Certificate to the Company's Transfer Agent for cancellation, a
certificate or certificates (each, a "New Certificate") representing
the number of whole shares of the New Common Stock into which the Old
Common Stock formerly represented by the Old Certificate so
surrendered are reclassified under the terms hereof. From and after
the Effective Date, Old Certificates shall represent only the right to
receive New Certificates (and, where applicable, cash in lieu of
fractional shares, as provided below) pursuant to the provisions
hereof. No certificates or scrip representing fractional share
interests in New Common Stock will be issued, and no such fractional
share interest will entitle the holder thereof to vote, or to any
rights of a stockholder, of the Corporation. A holder of Old
Certificates shall receive, in lieu of any fraction of a share of New
Common Stock to which the holder would otherwise be entitled, a cash
payment
<PAGE>
therefor on the basis of the average of the last sale price of
the Old Common Stock on The Nasdaq Stock Market on the Effective Date
(or in the event the Company's Common Stock is not so traded on the
Effective Date, such sale price on the next preceding day on which
such stock was traded on The Nasdaq Stock Market). If more than one
Old Certificate shall be surrendered at one time for the account of
the same stockholder, the number of full shares of New Common Stock
for which New Certificates shall be issued shall be computed on the
basis of the aggregate number of shares represented by the Old
Certificates so surrendered. In the event that the Company's Transfer
Agent determines that a holder of Old Certificates has not tendered
all of such holder's Old Certificates for exchange, the Transfer Agent
shall carry forward any fractional share until all Old Certificates of
such holder have been presented for exchange such that payment for
fractional shares to any one person shall not exceed the value of one
share of New Common Stock. If any New Certificate is to be issued in a
name other than that in which the Old Certificates surrendered for
exchange are issued, the Old Certificates so surrendered shall be
properly endorsed and otherwise in proper form for transfer, and the
person or persons requesting such exchange shall affix any requisite
stock transfer tax stamps to the Old Certificates surrendered, or
provide funds for their purchase, or establish to the satisfaction of
the Transfer Agent that such taxes are not payable. From and after the
Effective Date, the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the Old Common
Stock are reclassified under the terms hereof shall be the same as the
amount of capital represented by the shares of Old Common Stock so
reclassified, until thereafter reduced or increased in accordance with
applicable law.
SECOND: That the stockholders of the Corporation have approved
such amendment and granted the Corporation's Board of Directors authority
to amend the Corporation's Certificate of Incorporation to authorize either
a one-for-two (1:2), one-for- three (1:3) or one-for-five (1:5) Reverse
Stock Split of the Corporation's Common Stock at a meeting duly held on May
26, 1998.
THIRD: That the Corporation's Board of Directors did, pursuant to
the authority granted by the stockholders of the Corporation at said
stockholder meeting held on May 26, 1998, authorize a one-for-three (1:3)
Reverse Sock Split of the Corporation's Common Stock.
FOURTH: Accordingly, the Amended and Restated Certificate of
Incorporation of the Corporation is amended to add to the end of Article
FOURTH thereof the following:
"(d) Each issued and outstanding share of Common Stock,
par value of $.001 per share, of the Corporation (the "Old Common
Stock") as of the close of business on the date of filing of this
Certificate of Amendment of the Certificate of Incorporation of the
Corporation (the "Effective Date") shall automatically and without any
action on the part of the holder thereof, be reclassified as and
changed into one-third (1/3) of one share of Common Stock, par value
of $.001 per share (the
<PAGE>
"New Common Stock"), of the Corporation, subject to the treatment
of fractional share interests as described below. Each holder of a
certificate or certificates which immediately prior to the Effective
Date represented outstanding shares of Old Common Stock (each, an
"Old Certificate") shall be entitled to receive upon surrender of such
Old Certificate to the Company's Transfer Agent for cancellation, a
certificate or certificates (each, a "New Certificate") representing
the number of whole shares of the New Common Stock into which the
Old Common Stock formerly represented by the Old Certificate so
surrendered are reclassified under the terms hereof. From and after
the Effective Date, Old Certificates shall represent only the
right to receive New Certificates (and, where applicable, cash in
lieu of fractional shares, as provided below) pursuant to the
provisions hereof. No certificates or scrip representing fractional
share interests in New Common Stock will be issued, and no such
fractional share interest will entitle the holder thereof to vote, or
to any rights of a stockholder, of the Corporation. A holder
of Old Certificates shall receive, in lieu of any fraction of a share
of New Common Stock to which the holder would otherwise be entitled,
a cash payment therefor on the basis of the average of the last sale
price of the Old Common Stock on The Nasdaq Stock Market on the
Effective Date (or in the event the Company's Common Stock is not so
traded on the Effective Date, such sale price on the next preceding
day on which such stock was traded on The Nasdaq Stock Market). If
more than one Old Certificate shall be surrendered at one time for the
account of the same stockholder, the number of full shares of New
Common Stock for which New Certificates shall be issued shall be
computed on the basis of the aggregate number of shares represented
by the Old Certificates so surrendered. In the event that the
Company's Transfer Agent determines that a holder of Old Certificates
has not tendered all of such holder's Old Certificates for
exchange, the Transfer Agent shall carry forward any fractional share
until all Old Certificates of such holder have been presented for
exchange such that payment for fractional shares to any one person
shall not exceed the value of one share of New Common Stock. If
any New Certificate is to be issued in a name other than that in
which the Old Certificates surrendered for exchange are issued,
the Old Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer, and the person or persons
requesting such exchange shall affix any requisite stock transfer tax
stamps to the Old Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the Transfer Agent that
such taxes are not payable. From and after the Effective Date, the
amount of capital represented by the shares of the New Common Stock
into which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be the same as the amount of
capital represented by the shares of Old Common Stock so reclassified,
until thereafter reduced or increased in accordance with applicable
law."
FIFTH: 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.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Mark E. Leininger, its President, and attested by Marc E. Jaffe, its
Secretary, this 26th day of May, 1998.
SOFTWARE PUBLISHING CORPORATION
HOLDINGS, INC.
By: /s/Mark E. Leininger
Mark E. Leininger, President
ATTEST:
By: /s/Marc E. Jaffe
Marc E. Jaffe, Secretary
CONTACTS:
Kevin Sullivan Mark Leininger
(973) 808-1992 (973) 808-1992
[email protected] [email protected]
Wendy Bost
(973) 808-1992
[email protected]
For Immediate Release
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC., ANNOUNCES ONE-FOR-
THREE REVERSE STOCK SPLIT, DISSMISSAL OF CINNAMON LAWSUIT, AND
RE-ELECTION OF TWO CLASS II DIRECTORS
Fairfield, NJ - May 26, 1998 -Software Publishing Corporation Holdings,
Inc., (NASDAQ: SPCO) (the "Company") announced today that its Board of Directors
and stockholders have approved a one-for-three (1:3) reverse stock split. At the
Company's annual stockholders meeting held on Tuesday, May 26, the Company's
stockholders approved three alternative reverse stock split ratios and
authorized the Board of Directors to select the appropriate ratio. The Company's
Board of Directors has selected the one-for-three (1:3) reverse stock split
ratio. The 1:3 reverse stock split will be effective as of the close of business
on May 27, 1998. The Company's Common Stock is expected to begin trading on
Thursday, May 28, 1998, under the temporary symbol "SPCOD", giving effect to the
reverse stock split. "The Board expects that the reverse stock split will result
in a bid price that will maintain the Company's listing on the NASDAQ. By
maintaining the NASDAQ listing, the Company believes that the market will gain
renewed confidence in the Company's value, which will also assist in the
continued implementation of the Company's plans," said Mark E. Leininger,
President and Chief Operating Officer of Software Publishing Corporation
Holdings, Inc.
The Company also announced that two of its directors, Neil M. Kaufman and
Norman Alexander, have been re-elected as directors in Class II of the Company's
Board of Directors, to serve until the Company's annual meeting of stockholders
in 2001. Mr. Kaufman is the principal of Kaufman & Associates, LLC, counsel to
the Company, while Mr. Norman Alexander is the retired Director and Chairman of
Imperial Foods Ltd.
In separate matters, the Company announced that the lawsuit instituted by
Barry and Lori Cinnamon, former Chairman of the Board and a director, will be
dismissed, with prejudice, pursuant to a settlement agreement among the parties.
Concurrently, Barry Cinnamon sold all of his Common Stock to third-party
investors, and the Cinnamons no longer have any interest in the Company. The
Company has disclosed that it intends to file shortly an S-3 Registration
Statement registering
<PAGE>
2,376,915 shares, post reverse split, of Common Stock, most of which was already
tradeable under SEC Rule 144.
"We are encouraged that our efforts to revitalize the Company appear to be
producing the desired effects, as demonstrated most recently by the Company's
positive 1998 first quarter results," said Mark Leininger, the Company's
President and Chief Operating Officer. "We are also confident that the
settlement and dismissal of the Cinnamon lawsuit, which was effectuated on terms
favorable to the Company, should allow the Company's resources to continue to be
devoted towards more productive endeavors."
About the Company
Software Publishing Corporation Holdings, Inc. (www.spco.com), through its
subsidiaries Serif Inc., Serif (Europe) Limited and Software Publishing
Corporation, is an international developer, publisher and supplier of desktop
publishing, presentation graphics and business productivity, and computer
software applications for the corporate and small office/home office ("SOHO")
markets. The Company's products produce documents through its easy-to-use
desktop publishing, drawing and presentation graphics applications, and also
improve the graphical appeal and overall effectiveness of documents produced by
either the Company's or third parties' desktop publishing, presentation
graphics, web page, e-mail, word processing and other similar applications. The
Company's product lines include Serif PagePlus (TM), Serif DrawPlus (TM),
Harvard Graphics (R), Harvard ChartXL (R), and its Active series of products,
including ActivePresenter (TM), ActiveMail (TM) and ActiveOffice (TM). The
Company has established a multi-channel distribution system utilizing direct
mail, telemarketing, retail, corporate, OEM and the Internet. The Company's
Serif subsidiaries operate significant direct mail and telemarketing operations
that market and sell its software products.
Safe Harbor Statement
Except for historical information contained herein, the matters set forth
herein which are forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ from those in the
forward-looking statements. Potential risks and uncertainties include such
factors as the level of business and consumer spending for computer software,
the market acceptance and amount of sales of the Company's products, the extent
that the Company's direct mail programs achieve satisfactory response rates, the
efficiency of the Company's telemarketing operations, the competitive
environment within the computer software and direct mail industries, the
Company's ability to raise additional capital, the ability of the Company to
achieve the anticipated results of its reorganization efforts, the
cost-effectiveness of the Company's product development activities and the
extent to which the Company is successful in developing, acquiring or licensing
successful products. Investors are directed to consider other risks and
uncertainties as discussed in documents filed by the Company with the Securities
and Exchange Commission.
<PAGE>
Trademarks
The Harvard product line is a group of products having no connection with
Harvard University. All trademarks are the property of their respective owners.
