SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 1, 1996
BUREAU OF ELECTRONIC PUBLISHING, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13890 22-2894444
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
619 Alexander Road, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 514-1600
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
On July 25, 1996 the Board of Directors of Bureau of
Electronic Publishing, Inc. (the "Company") voted in favor of a resolution
increasing the number of members of the Board of Directors (the "Board") from 3
to 4 members and a resolution electing Bryan Finkel to fill the vacancy on the
Board created by such previous resolution.
In addition, on August 2, 1996 the Company will distribute
the two press releases attached hereto as Exhibit 20.1 and incorporated
herein by reference.
The attached press releases contain forward looking statements
that are based on current expectations of the Company that involve a number of
risks and uncertainties and such forward looking statements should not be
considered guarantees of future performance. These statements are made under the
"Safe Harbor Provisions" of the Private Securities Litigation Reform Act of
1995. The factors that could cause actual results to differ materially from the
forward looking statements include the impact of competitive products and
pricing, product demand and market acceptance risks, the presence of competitors
with greater financial resources than the Company and an inability to arrange
additional debt or equity financing.
Item 6. Resignations of Registrant's Directors.
Not applicable.
-1-
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit
Number Description
20.1 Press releases of the Company dated August 2,
1996
Item 8. Change in Fiscal Year.
Not applicable.
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.
BUREAU OF ELECTRONIC PUBLISHING, INC.
Date: August 1, 1996 By: /s/ Brent J. Subkowsky
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Name: Brent J. Subkowsky
Title: Controller and Secretary
-2-
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Exhibit 20.1
Press Releases of the Company Dated
August 2, 1996
FOR MORE INFORMATION
Marcelle Soviero, (609) 514-1600, ext. 235
THYNX(Trademark) (NASDAQ:BEPI) ANNOUNCES FINANCING AGREEMENT WITH
INVESTOR GROUP
PRINCETON, NJ -- August 2, 1996 -- Bureau of Electronic Publishing Inc.
(NASDAQ:BEPI) d/b/a Thynx(Trademark), today announced the completion of a $1.8
million financing with an investor group for the sale of units consisting of its
common stock and its common stock purchase warrants. Each unit was priced at
$50,000 and consisted of 40,000 shares of common stock and warrants to purchase
40,000 shares of common stock at an exercise price of $2.00 per share.
Larry Shiller, CEO and co-founder of Thynx(Trademark) commented: "This infusion
of capital facilitates our continued development of award winning educational
software titles, and validates our strategy of providing learning tools via
CD-ROM and the Internet. We are also actively pursuing both product acquisitions
and licensing agreements for other excellent products which fit the
education/library, consumer and business formats for which Thynx(Trademark) has
widely acknowledged expertise."
Founded in 1988, Thynx(Trademark) is a leading developer and publisher of
popular educational software titles that emphasize rich content and interactive
learning. Thynx(Trademark) has won over 25 awards for excellence for titles such
as Multimedia World History, Everything Weather by the Weather Channel, Monarch
Notes, and Great Literature Plus, with four titles that have achieved over $1
million in sales. The Thynx(Trademark) development team has also developed the
ThynxWriter(Trademark), a proprietary study guide which enables students to
create well-organized term papers. Thynx(Trademark) recently established Amacom
New Media, a new company co-funded by Thynx(Trademark) and the American
Management Association, which will launch three business-related CD-ROM titles
in early 1997. Thynx(Trademark) has entered into cross-merchandising and
promotional activities with Apple Computer, American Express, The World Almanac,
Day Runner, and Random House Value Publishing among others.
<PAGE>
FOR IMMEDIATE RELEASE
Marcello M. Soviero
(609) 514-1600, ext. 235
THYNX(Trademark) (NASDAQ:BEPI) BOARD OF DIRECTORS CREATES
CEO SEARCH COMMITTEE
PRINCETON, NJ -- August 1, 1996 -- Bureau of Electronic Publishing Inc.
(NASDAQ:BEPI) d/b/a Thynx(Trademark), a leading developer and publisher of
award-winning CD-ROMs for the education and reference markets, has created a
CEO Search Committee reporting to the Board of Directors.
Larry Shiller, co-founder of Thynx(Trademark), will step down as President and
CEO of the Company as soon as his replacement has been named. He will continue
as an officer of the Company under his current employment agreement and in his
role as Chairman of the Board of Directors. Effective immediately, the Company
has created a transitional Office of the President which will report to the
Board of Directors and will be responsible for day-to-day management of the
Company. The Office of the President will consist of Larry Shiller, Elliott
Eisenberg, COO; and Bryan Finkel, a member of the Board of Directors.
Commented Shiller, "We've had a very disappointing first quarter, and the second
quarter results which are expected to be released in August will reflect the
continuation of losses in the second quarter due to delays in product
development and the overall sluggishness of the retail market for CD-ROMs."
Management of the Company, however, is optimistic about the Company's prospects.
The Company has recently secured a new source of financing, has several new
products expected to be released this fall, and is expanding its strategy to
take advantage of the Internet.
Mr. Shiller commented further, "I think this is the right time to being in a new
CEO who can take the Company to a new growth phase."
<PAGE>
Having closed on $1.8 million in new financing during the month of July (see
THYNX(Trademark) ANNOUNCES FINANCING AGREEMENT WITH INVESTOR GROUP, August 1,
1996), the new CEO will be charged with building Thynx(Trademark) product
offerings through internal and external growth. Thynx(Trademark) expects to
aggressively pursue both product acquisitions and licensing agreements for
exciting new products which fit the education/library, consumer and business
formats in which the Company has widely acknowledged expertise.
At its July 25, 1996 meeting, the Board of Directors created a new directorship
and Bryan Finkel was elected to fill the newly created position on the Board of
Directors.
Founded in 1988, as Bureau of Electronic Publishing, Thynx(Trademark) is a
leading developer and publisher of popular educational software titles that
emphasize rich content and interactive learning. Thynx(Trademark) has won over
25 awards for excellence for titles such as Multimedia World History, Everything
Weather by the Weather Channel, Monarch Notes, and Great Literature Plus, with
four titles that have achieved over $1 million in sales. The Thynx(Trademark)
development team has also developed the ThynxWriter(Trademark), a proprietary
study guide which enables students to create well-organized term papers.
Thynx(Trademark) recently established Amacom New Media, a new company co-funded
by Thynx(Trademark) and the American Management Association, which will launch
three business-related CD-ROM titles in early 1997. Thynx(Trademark) has entered
into cross-merchandising and promotional activities with Apple Computer,
American Express, The World Almanac, Day Runner, and Random House Value
Publishing among others.
