PAPERCLIP SOFTWARE INCE
8-K, 1998-08-25
PREPACKAGED SOFTWARE
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                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                              FORM 8-K

                             CURRENT REPORT
 
                   Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  August 25, 1998



                           PaperClip Software, Inc.
        (Exact name of registrant as specified in its charter)       


Delaware                       0-26598            22-313-7907
(State or other                (Commission File   (IRS Employer
jurisdiction of                Number)            Identification
incorporation)                                    Number)



        611 Route 46, Hasbrouck Heights, New Jersey        07604
           (Address of principal executive offices)       (Zip Code)



        Registrant's telephone number, including area code:(201) 329-6300

                                 NOT APPLICABLE
        (Former name or former address, if changed since last report.)



                                  Page 1 of 6   



<PAGE>


Item 5. Other Events.

On August 25, 1998, PaperClip Software, Inc. issued a press release
(the "Press Release") annexed as an exhibit hereto.  The Press Release is
incorporated herein by reference.



    
                                  Page 2 of 6

<PAGE>

Item 7. Financial Statements and Exhibits.

(c)     Exhibits.
              
           99.2    Press Release of  PaperClip  Software, Inc.
                   dated August 25, 1998.            






                                  Page 3 of 6

<PAGE>


                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     PAPERCLIP SOFTWARE, INC.



                                      By:  /s/William Weiss 
                                      Name: William Weiss
                                      Title:   Chief Executive Officer


Date: August 25, 1998




                                  Page 4 of 6

<PAGE>


                              INDEX TO EXHIBITS


                                                        


Exhibit No.                                                       Page No.

99.2     Press Release of PaperClip Software, Inc. dated
         August  25,1998.                                             6







      








                                  Page 5 of 6









For Immediate Release

PAPERCLIP SOFTWARE, INC. ANNOUNCES TERMINATION
OF THE MERGER AGREEMENT
WITH ACCESS SOLUTIONS INTERNATIONAL, INC.

         HASBROUCK HEIGHTS, NEW JERSEY, August 25, 1998 -- PaperClip Software,
Inc. [OTC EBB: PCLP] today announced that it received notice today from Access
Solutions International, Inc. that, due to the failure of Access Solutions to
satisfy the financing condition contained in the merger agreement between
PaperClip and Access Solutions, Access Solutions has terminated the merger
agreement in accordance with its terms.   As a result, the previously
announced merger of PaperClip with and into a newly formed wholly-owned
subsidiary of Access Solutions will not be consummated.

         PaperClip is currently exploring its remaining options, taking into
account that it only has sufficient capital to continue operations for an
extremely short period.  Among the options it is considering is a proposal
made by certain of  PaperClip's employees to continue to operate the company
at reduced, or no, compensation for a period of time to be agreed upon, in
exchange for the issuance to such employees of newly issued shares of Common
Stock of PaperClip.  The Board of Directors is currently reviewing such
proposal, along with other proposals, to determine whether any proposal is
viable.  There can be no assurance that any proposal will result in a
definitive agreement, or if any proposal does result in a definitive
agreement, that it will succeed.  If no other capital raising opportunities
arise, PaperClip may not be able to continue as a going concern.

         PaperClip Software, Inc., founded in 1991, develops and distributes
computer software for document management and imaging systems.

CONTACT:          William Weiss
                  PaperClip Software, Inc.
                  (201) 329-6300



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