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)
DECEMBER 28, 1995
XIOX CORPORATION
(Exact name of registrant as specified in its charter)
577 Airport Boulevard, Suite 700, Burlingame, California 94010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 375-8188
Delaware 0-15797 95-3824750
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number
Page 1 of 3
ITEM 2. Acquisition or Disposition of Assets
On December 28, 1995, in a private placement transaction, Xiox
Corporation (the "Company") sold 272,334 shares of Xiox Corporation restricted
Common Stock. The purchase price per share for the Common Stock was $1.50.
ITEM 7. Financial Statements and Exhibits.
(b). The transaction discussed in Item 2 is to be accounted for as a
sale of Common Stock. Registrant has attached a completed pro-forma consolidated
balance sheet of Xiox Corporation as of December 31, 1994 and September 30,
1995. The balance sheet numbers for September 30, 1995 include the proceeds from
the transaction referred to in Item 2 above as if the transaction had occurred
on September 30, 1995. Such September 30, 1995 numbers include an accrual of
$5,000 for legal and filing fees. This pro-forma consolidated balance sheet is
attached as sequentially numbered page 3.
(c). Exhibits
Condensed Pro Forma Balance Sheet as of September 30, 1995 and
December 31, 1994.
2.1 Stock Purchase Agreement Registration Rights Agreement
dated December 28, 1995.
2.2 Registration Rights Agreement dated December 28, 1995.
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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
XIOX CORPORATION
January 11, 1996 By ________________________
Melanie D. Reid
Vice-President, Finance and
Chief Financial Officer
Page 2 of 3
PRO-FORMA FINANCIAL INFORMATION
XIOX CORPORATION
CONDENSED CONSOLIDATED PRO-FORMA BALANCE SHEETS
SEPTEMBER 30, 1995 DECEMBER 31, 1994
(UNAUDITED)* ***
ASSETS:
CURRENT ASSETS
CASH & CASH EQUIVALENTS $802,065 $52,556
ACCOUNTS RECEIVABLE, NET $1,144,929 $1,468,201
LEASE CONTRACT RECEIVABLE, CURRENT $0 $16,234
INVENTORIES $534,051 $370,052
PREPAID EXPENSES AND OTHER ASSETS $101,477 $62,456
TOTAL CURRENT ASSETS $2,582,522 $1,969,499
PROPERTY & EQUIPMENT, NET $532,098 $583,562
SOFTWARE ACQUISITION, NET $103,403 $126,050
NOTES RECEIVABLE $131,138 $131,138
DEPOSITS & OTHER ASSETS $102,892 $99,851
TOTAL ASSETS $3,452,053 $2,910,100
LIABILITIES/SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
BANK LINE OF CREDIT $540,000 $270,000
ACCOUNTS PAYABLE $191,091 $356,151
ACCRUED EXPENSES $85,528 $48,782
ACCRUED COMPENSATION $75,532 $274,022
PURCHASE DEPOSITS $312,465 $67,177
DEFERRED REVENUE $813,150 $828,555
TOTAL CURRENT LIABILITIES $2,017,766 $1,844,687
STOCKHOLDERS EQUITY
COMMON STOCK, $.01 par, 10,000,000 Authorized, $20,854 $17,483
2,357,784 and 1,748,316 issued and outstanding
in 1995 and 1994
PAID IN CAPITAL $5,442,504 $4,073,675
ACCUMULATED DEFICIT ($4,029,071) ($3,025,745)
STOCKHOLDERS' EQUITY $1,434,287 $1,065,413
TOTAL LIABILITIES/EQUITY $3,452,053 $2,910,100
<FN>
* Balance Sheet at September 30, 1995 adjusted to give effect to proceeds (less
$5,000 accrued fees) from the sale of 272,334 shares of Common Stock at $1.50
per share on December 28, 1995.
***Condensed from audited financial statements. Page 3 of 3
</FN>
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