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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
JUNE 9, 1998
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Date of Report (Date of earliest event reported)
Commission file number: 0-26394
ACCENT SOFTWARE INTERNATIONAL LTD.
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(Exact Name of Registrant as specified in its Charter)
ISRAEL N/A
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28 PIERRE KOENIG STREET, JERUSALEM 91530 ISRAEL
011-972-2-679-3723
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(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices.)
N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
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This Form 8-K for Accent Software International Ltd., and its
subsidiaries ("Accent" or "the Company") contains historical information and
forward-looking statements. Statements looking forward in time are included
in this Form 8-K pursuant to the "safe harbor" provision of the Private
Securities Litigation Reform Act of 1995. Such statements involve known and
unknown risks and uncertainties including, but not limited to, the timely
availability of new products, market acceptance of the Company's existing
products and products under development, the impact of competing products and
pricing, the availability of sufficient resources including short- and
long-term financing to carry out the Company's product development and
marketing plans, and quarterly fluctuations in operating results. The
Company's actual results in future periods may be materially different from
any future performance suggested herein. Further, the Company operates in an
industry sector where securities' values may be volatile and may be
influenced by economic and other factors beyond the Company's control. In
the context of the forward-looking information provided in this Form 8-K,
please refer to the Company's most recent Form 10-K and the Company's other
filings with the Securities and Exchange Commission.
ITEM 5. OTHER EVENTS
On June 9, 1998, Accent Software International Ltd., and Lernout
and Hauspie Speech Products N.V., ("L&H") a Belgium corporation, completed a
transaction whereby L&H purchased 4,000 shares of Accent Series C Preferred
Shares with a face value of $1,000 each for an aggregate purchase price of
$4,000,000. After expenses, the Company will receive approximately $3,750,000
in cash and the Company's equity and net tangible assets will increase by the
same amount.
The Series C Preferred Shares are convertible into Ordinary Shares
of the company, at the option of the holder thereof, at any time after the
date of issuance of such shares. The number of Ordinary Shares to be issued
upon conversion of one Series C Preferred Share shall be obtained by dividing
the principal amount ($1,000) of any such Preferred Share by $0.45, which
represents a 10% premium over the average closing price of the Company's
Ordinary Shares on the Nasdaq SmallCap Market for the ten day period prior to
execution of the agreement. If all the Series C Preferred Shares were to be
converted, the Company would issue 8,888,889 new Ordinary Shares, which would
equal 24.5% of the total number of Ordinary Shares issued and outstanding
following such conversion.
L&H also received warrants to purchase 4,444,444 Ordinary Shares of
the Company at an exercise price of $0.55 per share. The warrants must be
issued by the Company within three months of the date of the agreement and
have a term of five years from their date of issuance. The exercise price of
the warrants may be adjusted in the event that the Company's Ordinary Shares
are delisted from the Nasdaq SmallCap Market.
Terms of the agreement with the holders of the Series C Preferred
Shares provide that the holders will be provided copies of the Company's
business plan and other internal financial reports. The holders of the Series C
Preferred Shares may vote on all issues properly before the shareholders of the
Company as if all of the Preferred Shares had been converted into the Company's
Ordinary Shares and, voting as a separate class, are also entitled to elect one
director to the Company's Board of Directors. L&H has indicated to the Company
that they will in fact exercise their right to elect a director. The holders of
the Series C Preferred Shares have indicated to the Company that they do not
intend to liquidate their position in the Company in the near term.
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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 thereunto duly authorized.
ACCENT SOFTWARE INTERNATIONAL LTD.
(REGISTRANT)
Date: June 17, 1998 by: /S/ Robert J. Behr
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Robert J. Behr
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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