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) January 2, 1997.
CTI GROUP (HOLDINGS) INC.
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(Exact name of registrant as specified in charter)
Delaware 0-10560 51-0308583
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(State or other jurisdic- (Commission File Number) (IRS Employer
tion of incorporation) Identification No.)
901 South Trooper Road, Valley Forge, PA 19484
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 610-666-1700
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N/A
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(Former name or former address, if changed since lastreport.)
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Exhibit Index appears on Page 5
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Item 2. Acquisition or Disposition of Assets
On January 2, 1997, pursuant to the terms of that certain
Agreement and Plan of Merger (the "Agreement"), dated as of
December 16, 1996, by and among CTI Group (Holdings) Inc. (the
"Company"), CGI Acquisition Corp., a wholly-owned subsidiary
of the Company ("Merger Sub"), Soft-Com Inc. ("SC") and John
Perri ("Perri") the Company acquired SC through a tax-free
merger (the "Merger") of such entity with and into Merger Sub.
In connection with the consummation of the Merger, the Company
issued to the shareholders of SC (the "Shareholders") an
aggregate of 795,000 shares (the "Merger Shares") of the
Company's common stock (representing approximately 11.54% of
the Company's common stock on a fully diluted basis).
Additionally, in connection with the Merger, the Company
issued an option to purchase 90,000 shares of the Company's
common stock at a purchase price of $1.50 per share to North
American Venture Capital Fund.
SC is a New York-based telemanagement company. Upon
consummation of the Merger, the separate corporate existence
of SC ceased, and the name of Merger Sub was changed to CTI
Soft-Com Inc.
Pursuant to the terms of a Registration Rights Agreement,
dated as of January 2, 1997, by and between the Company and
each of the Shareholders (the "Registration Rights
Agreement"), (i) in the event the Company proposes to register
any additional shares of its common stock pursuant to the
provisions of the Securities Act of 1933, as amended (the
"Act"), the Company is obligated to register the resale of the
Merger Shares, subject to certain exceptions and (ii) in the
event that on January 2, 2000, 25% of the Merger Shares have
not been registered for resale under the Act, upon the demand
of the holders of such unregistered Merger Shares, the Company
is obligated to register the resale of such Merger Shares
pursuant to the provisions of the Act.
Upon consummation of the Merger, Merger Sub retained the
employees of SC and entered into a new employment agreement
with Perri, the former Chairman of the Board of Directors,
President and Chief Executive Officer of SC. Pursuant to
Perri's employment agreement with the Company (the "Employment
Agreement"), Perri will be employed by Merger Sub as its
President during the period from January 2, 1997 until March
31, 2000, unless earlier terminated by either party. As
compensation for his services, Perri will receive (i) a base
salary of $110,000 per year, (ii) options to purchase 100,000
shares of the Company's common stock at a purchase price
determined in accordance with the Company's stock option plan
and (iii) commissions based on sales of the UNITY windows
version software product. Such commissions will be eliminated
if and when Perri and the Company agree upon a salary review
and profit sharing arrangement. The Company will also provide
Perri with disability insurance and an automobile allowance.
Should Perri's employment be terminated by the Company other
than for "cause," Perri shall be entitled to continue to
receive the base salary through the remainder of the term of
the
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Employment Agreement.
Copies of the Agreement, the Registration Rights Agreement and
the Employment Agreement are attached hereto as Exhibits 2.1,
10.1 and 10.2, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Businesses Acquired.
It is impracticable for the Company to provide the
required financial statements for Soft-Com Inc. at
the time of the filing of this report. The Company
undertakes to file such financial statements as an
amendment of this Form 8-K as soon as practicable
after the date hereof, but in no event later than 60
days after the date on which this report on Form 8-K
is required to be filed.
(b) Pro Forma Financial Information.
It is impracticable for the Company to provide the
required pro forma financial information relating to
the acquisition at the time of the filing of this
report. The Company undertakes to file such pro forma
financial information as an amendment to this Form
8-K as soon as practicable after the date hereof, but
in no event later than 60 days after the date on
which this report on Form 8-K is required to be
filed.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
December 16, 1996, by and among CTI Group
(Holdings) Inc., CGI Acquisition Corp.,
Soft-Com Inc. and John Perri (excluding
exhibits and schedules thereto).
10.1 Form of Registration Rights Agreement, dated
as of January 2, 1997, by and between CTI
Group (Holdings) Inc. and each of the
holders of the capital stock of Soft-Com
Inc.
10.2 Employment Agreement, dated as of December
13, 1996, by and between CTI Group
(Holdings) Inc. and John Perri.
99.1 Press Release, dated December 16, 1996.
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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.
CTI GROUP (HOLDINGS) INC.
(Registrant)
Date: January 16, 1997 By: /s/ Mark H. Daugherty
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Name: Mark H. Daugherty
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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2.1 Agreement and Plan of Merger, dated as of December 16, 1996, by and
among CTI Group (Holdings) Inc., CGI Acquisition Corp., Soft-Com Inc.
and John Perri (excluding exhibits and schedules thereto).
10.1 Form of Registration Rights Agreement, dated as of January 2, 1997,
by and between CTI Group (Holdings) Inc. and each of the holders of
the capital stock of Soft-Com Inc.
10.2 Employment Agreement, dated as of December 13, 1996, by and between
CTI Group (Holdings) Inc. and John Perri.
99.1 Press Release, dated December 16, 1996.
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