SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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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) June 27, 1996
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COMMUNICATION INTELLIGENCE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19301
94-2790442
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(Commission File Number) IRS Employer
Identification Number
275 Shoreline Drive, Suite 520, Redwood Shores, CA 94065
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(Address of Principal Executive Offices)
(415) 802-7888
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. Other Events
On June 27, 1996, the Company completed a private placement (the
"Placement") of 600,000 shares (the "Shares") of its Common Stock (the "Common
Stock") at a purchase price of $4.50 per Share with aggregate gross proceeds of
$2,700,000. In addition, the Company agreed to issue additional shares of
Common Stock (the "Extra Shares") to the purchasers (the "Purchasers") in the
Placement if the average sale price of the Common Stock is less than $4.50 per
share for a specified period prior to the effectiveness of a registration
statement to be filed by the Company covering the Shares.
The Common Stock has been approved for quotation on the NASDAQ SmallCap
Market, subject to the consummation of the Placement. The Company expects
trading of the Common Stock on that market to commence on July 1, 1996.
In connection with the Placement, the Purchasers were given certain
registration rights to have the Shares (and the Extra Shares, if any) registered
under the Securities Act of 1933, as amended. The Company agreed to file a
registration statement covering the Shares (and Extra Shares, if any) within 30
days after the closing of the Placement. Libra Investments, Inc. ("Libra")
acted as placement agent for the Company in connection with the Placement. As
compensation for its role as placement agent, Libra's designee received
five-year warrants to purchase 30,000 shares of Common Stock at an initial
exercise price of $4.50, and received certain registration rights with
respect to the Shares purchasable upon exercise of these warrants. In addition,
the Company paid Libra a $135,000 cash payment in connection with the Placement.
Set forth below is an unaudited balance sheet of the Company at March 31,
1996, actual and as adjusted to give pro forma effect to the Placement.
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Unaudited
(In Thousands)
March 31, March 31,
Assets 1996 1996
Actual Pro Forma
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Current assets:
Cash and cash equivalents $2,400 $2,400
Short-term investments 2,502 5,013
Accounts receivable, net 192 192
Inventories 323 323
Other current assets 333 333
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Total current assets 5,750 8,261
Note receivable from officer 210 210
Property and equipment, net 371 371
Capitalized software development costs, net 66 66
Other assets 690 690
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Total assets $7,087 $9,598
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Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 93 $ 93
Pre-petition liabilities - current 882 882
Accrued compensation 377 377
Other accrued liabilities 592 592
Deferred revenue 2,474 2,474
Obligations under capital leases - current 25 25
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Total current liabilities 4,443 4,443
Obligations under capital leases - noncurrent 8 8
Commitments
Stockholders' equity:
Common stock 403 409
Additional paid-in capital 51,804 54,309
Accumulated deficit (49,439) (49,439)
Cumulative foreign currency translation adjustment (132) (132)
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Total stockholders' equity 2,636 5,147
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Total liabilities and stockholders' equity $7,087 $9,598
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ITEM 7. Exhibits
(c) The following documents are filed herewith as exhibits to this Form
8-K:
1. Engagement Letter between the Company and Libra Investments, Inc.
dated May 28, 1996.
2. Form of Subscription Agreement between the Company and the
Purchasers, dated as of June 13, 1996.
3. Form of Registration Rights Agreement between the Company and the
Purchasers, dated as of June 13, 1996.
4. Form of Warrant of the Company issued to Libra's designee on
June 27, 1996.
5. Form of Registration Rights Agreement between the Company and
Libra dated June 27, 1996.
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SIGNATURES
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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.
Dated: June 27, 1996
COMMUNICATION INTELLIGENCE CORPORATION
By: /s/ Philip S. Sassower
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Philip S. Sassower
Chairman of Finance Committee
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EXHIBIT INDEX
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EXHIBITS DESCRIPTION
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1. Engagement Letter between the Company and Libra Investments, Inc.
dated May 28, 1996.
2. Form of Subscription Agreement between the Company and the
Purchasers, dated as of June 13, 1996.
3. Form of Registration Rights Agreement between the Company and the
Purchasers, dated as of June 13, 1996.
4. Form of Warrant of the Company issued to Libra's designee on
June 27, 1996.
5. Form of Registration Rights Agreement between the Company and
Libra dated June 27, 1996.
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