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): June 8, 1999
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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Statements contained in this Current Report on Form 8-K that are not based
upon historical fact are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause actual results, performance (financial or
operating) or achievements expressed or implied by such forward looking
statements not to occur or be realized. Such forward looking statements
generally are based upon the best estimates by Software Publishing Corporation
Holdings, Inc. ("we," "us," "our" or the "Company") of future results,
performance or achievement, based upon current conditions and the most recent
results of operations. Forward-looking statements may be identified by the use
of forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "continue," or similar terms, variations of those
terms or the negative of those terms.
Potential risks and uncertainties include those risks set forth in the
Company's filings with the SEC, as well as, among other things:
- Our ability to obtain from the Internal Revenue Service (the
"IRS") relief to make the appropriate election under the Internal
Revenue Code of 1986, as amended (the "Code"), which would permit
reporting dual consolidated losses by the Company's wholly-owned
subsidiary, Software Publishing Corporation ("SPC");
- Approval by the IRS of our application for a closing agreement; and
- Approval by the IRS of a similar application for a closing
agreement in the event the Company chooses to sell SPC in the future.
Item 5. Other Events.
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1. On June 8, 1999, the Company filed with the SEC a registration
statement on Form S-3 covering the resale by certain selling security holders
of 3,375,877 shares of 175 Common Stock and 167,052 warrants to purchase shares
of Common Stock.
2. On June 9, 1999, the Company sold an aggregate of 525,000 shares
of Common Stock for aggregate gross proceeds of $1,050,000 to twenty-two
accredited investors. The issuance of these shares of Common Stock was
a private transaction exempt from registration under Section 4(2) of the
Securities Act and Rule 506 of Regulation D thereunder.
3. On June 11, 1999, the Company granted to Neil M. Kaufman, a director
of the Company, and Kaufman & Moomjian, LLC, of which Mr. Kaufman is a
member, counsel to the Company, options (the "Kaufman Options") to purchase an
aggregate of 100,000 shares of Common Stock, at an exercise price of $2.75 per
share. The Kaufman Options are exercisable, with respect to 33,333 shares,
immediately and, with respect to an additional 33,333 shares, on June 11, 2000
and, with respect to an additional 33,334 shares, on June 11, 2001. The Kaufman
Options expire on June 10, 2009. The Company also agreed to issue 50,000
shares of Common Stock (the "K&M Shares") to Kaufman & Moomjian, LLC in payment
of $100,000 of accrued legal fees and disbursements. The issuances of the
Kaufman Options and the K&M Shares were private transactions exempt from
registration under Section 4(2) of the Securities Act.
4. In September 1997, the Company applied for a closing agreement with
the IRS pursuant to which we would become jointly and severally liable for SPC's
tax obligations upon occurrence of a "triggering event" requiring recapture of
dual consolidated losses previously utilized by SPC. The Company acquired
SPC in December 1996. Such closing agreement would avoid SPC's being
required to recognize a tax of approximately $8 million on approximately $24.5
million of SPC's pre-acquisition dual consolidated losses. We recently
received notification from the IRS that the IRS has determined not to
act on our application until such time as SPC submits certain filings
pertaining to pre-acquisition filings made by SPC. Such additional filings
require SPC to obtain IRS relief so as to permit SPC to appropriately make
the election allowing SPC to utilize the dual consolidated losses. We believe
that once the appropriate prior year filings are made, and re-application
for a closing agreement is made, the IRS should agree to such a closing
agreement. However, no assurance can be given that the IRS will do so, and any
failure to do so could result in the recognition of this tax liability. Should
such a closing agreement be obtained,
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in certain circumstances, a future acquirer of the Company may also be required
to agree to a similar closing agreement in order to avoid the same tax
liability, to the extent it is able to do so. This could have a material
adverse effect on our future ability to sell SPC. The report of our auditors
covering the December 31, 1998 consolidated financial statements contains a
paragraph emphasizing these dual consolidated losses.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Not Applicable
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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.
Dated: June 14, 1999
SOFTWARE PUBLISHING
CORPORATION HOLDINGS, INC.
By: /s/ Mark E. Leininger
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Mark E. Leininger, President
(Principal Executive Officer)
