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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 30, 1997
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VOXWARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-021403 36-3934824
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
305 College Road East, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 514-4100
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Voxware, Inc. (the "Company" or "Voxware") and Netscape Communications
Corporation ("Netscape") are parties to a software license agreement pursuant to
which Netscape has a license to use and distribute certain of Voxware's
products, including the RT24 codec. During the year ended June 30, 1997, license
fee revenue earned from Netscape accounted for 16% of the Company's total
revenues and 59% of the Company's royalties and recurring license fee revenues.
On September 30, 1997, Netscape notified the Company of its desire to
renegotiate the terms of the license agreement. The Company believes that
Netscape is reevaluating certain of its product plans and therefore, Netscape is
seeking to modify the Netscape license agreement in such a way that may
significantly reduce the revenue the Company earns from Netscape. The Company
has entered into negotiations with Netscape with respect to the terms of the
license agreement and the Company has agreed to amend the license agreement to
allow Netscape to terminate the current agreement at any time after the Company
has received payment from Netscape for all quarters through the quarter ending
December 31, 1997. There can be no assurance that Netscape will not terminate
the license agreement after December 31, 1997 and, if the Netscape license
agreement is renegotiated, the Company believes the revised terms may be
significantly less attractive to the Company than the terms of the current
agreement. If Netscape terminates the Netscape license agreement or does not
incorporate and distribute the Company's products and technologies in its own
products, the Company's business, operating results and financial condition
could be materially adversely affected.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99. Letter Agreement dated September 30, 1997 by and between
Voxware, Inc. and Netscape Communications Corporation.
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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.
VOXWARE, INC.
Date: October 1, 1997 By: /s/ Kenneth H. Traub
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Name: Kenneth H. Traub
Title: Executive Vice President,
Chief Financial Officer and Secretary
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LOGO
NETSCAPE
September 30, 1997
Mr. Michael Goldstein
Voxware, Inc.
172 Tamarack Circle
Skillman, NJ
Re: Modification of Software License Agreement
Dear Michael:
The purpose of this letter (the "Letter Agreement") is to set forth the
terms and conditions under which Voxware, Inc. ("Voxware") and Netscape
Communications Corporation ("Netscape") are modifying the Software License
Agreement dated January 31, 1996 (the "Agreement") between Netscape and Voxware.
Netscape and Voxware acknowledge and agree that the parties are currently
renegotiating the Software License Agreement, and to this end, Voxware and
Netscape agree to the following:
1. Capitalized terms defined in the Agreement shall have the same meaning in
this Letter Agreement as in the Agreement.
2. Except as explicitly modified, all terms, conditions and provisions of the
Agreement shall continue in full force and effect.
3. The first sentence of Section 7 of the Agreement is deleted and replaced with
the following:
"Netscape may terminate this Agreement at any time upon written notice to
Licensor, provided, however, that Netscape shall not have the right to
terminate this Agreement until after Netscape has paid Licensor license fees
of $375,000 for the fourth quarter of 1997 (as described in Section 1(c) of
this Agreement)."
The Effective Date of this Letter Agreement is September 30, 1997.
Accepted and Agreed to: Accepted and Agreed to:
NETSCAPE VOXWARE, INC.
COMMUNICATIONS CORPORATION
/s/ Peter L. S. Currie /s/ Michael Goldstein
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(Authorized signature(s)) (Authorized signature)
Peter L. S. Currie Michael Goldstein
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(Name: Print or Type) (Name: Print or Type)
EVP and CAO President & CEO
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(Title) (Title)
10/1/97 10/1/97
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(Date) (Date)
