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): September 11, 1997
Communication Intelligence Corporation
-----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
-----------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-19301 94-2790442
---------------- ------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
275 Shoreline Drive, Suite 520, Redwood Shores, CA 94065
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 802-7888
Not Applicable
-----------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On September 11, 1997, Communication Intelligence Corporation (the
"Company") and Gerard Klauer Mattison & Co., Inc. ("GKM") entered into an
engagement letter pursuant to which GKM will provide financial advisory
services to the Company on an exclusive basis for a period of one year, subject
to the terms and conditions contained therein. Pursuant to the engagement
letter, GKM will, among other things, review and analyze the Company's current
financial condition, prepare an assessment of the Company's financial
prospects and expected financing requirements and provide the Company with
recommendations in order to maximize value for the Company's stockholders.
The engagement letter requires GKM to present a report to the Board of
Directors by December 11, 1997 and, subject to conditions, GKM may assist
the Company in raising funds.
In addition to compensation to be paid to GKM, the engagement letter
contains additional terms and conditions including, among other things, a
conditional right of first refusal to act as the Company's exclusive
underwriter, placement agent and financial advisor in connection with
investment banking services, to the extent that the Company decides to
engage an investment bank or other financial advisor, and indemnification
provisions.
The Company has also engaged the executive search firm of Swartz &
Associates, Inc. to assist the Company in its search for a new Chief
Executive Officer and Chief Financial Officer. James Dao, Chairman and
founder of the Company, will be focusing his full-time efforts on expanding
the Company's activities in China. While the Company is conducting its
search, management decisions will be made by the Executive Committee with the
guidance of the Company's Operating Committee, comprised of a broad-based
group of top executives of the Company and several board members.
The Company incorporates herein by reference the matters described in the
press release of the Company dated September 17, 1997 (annexed hereto as
Exhibit 99.1).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 - Press release of the Company dated September 17, 1997.
-2-
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.
COMMUNICATION INTELLIGENCE CORPORATION
Date: September 19, 1997 By: /s/ Francis V. Dane
---------------------------------------
Name: Francis V. Dane
Title: Vice President
-3-
EXHIBIT INDEX
-------------
EXHIBIT NO. EXHIBIT PAGE NO.
- ----------- ------- --------
99.1 Press release of the Company dated September 17, 1997.
-4-