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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 21, 1995
SOFTKEY INTERNATIONAL INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-13069 94-2562108
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
One Athenaeum Street, Cambridge, Massachusetts 02142
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (617) 494-1200
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
Total Number of Pages: 32
Exhibit Index Appears on Page 5
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Item 2. Acquisition or Disposition of Assets
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On July 21, 1995, SoftKey International Inc., a
Delaware corporation (the "Company"), acquired all of the
aggregate share capital of tewi Verlag GmbH, a German
limited liability company ("tewi"), pursuant to a Share
Purchase Agreement (the "Share Purchase Agreement") dated
such date by and among the Company, Ziff-Davis Verlag
GmbH, a German limited liability company ("Ziff-Davis"),
and Helmut Kunkel ("Kunkel") in exchange for cash consid-
eration paid to Ziff-Davis of $11,564,070 and cash con-
sideration paid to Kunkel of $1,454,600 as well as the
issuance of 99,045 shares of common stock, par value $.01
per share, of the Company (the "Common Stock") to Kunkel.
Tewi is a publisher and distributor of CD-Rom software
and computer-related books. The foregoing description of
the Share Purchase Agreement is qualified in its entirety
by reference to the text of the Share Purchase Agreement,
which is filed as Exhibit 2.1 hereto and incorporated by
reference herein.
Additionally, on the same date, the Company and
Kunkel entered an Earn-Out Agreement (the "Earn-Out
Agreement") pursuant to which the Company shall pay
Kunkel up to DM 2,160,000 in Common Stock upon the satis-
faction of certain revenue and operating income targets
by tewi in fiscal year 1996 and fiscal year 1997. The
foregoing description of the Earn-Out Agreement is quali-
fied in its entirety by reference to the text of the
Earn-Out Agreement, which is filed as Exhibit 2.2 hereto
and incorporated by reference herein.
The Company funded the cash portion of the
purchase price for the aggregate share capital of tewi
with available cash.
The press release announcing, among other
things, the consummation of the transactions described
herein is attached as Exhibit 99.1 hereto and incorpo-
rated by reference herein.
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
At the time of the filing of this Form 8-
K, it is impracticable for the Company to
provide the financial statements required
by Rule 3-05(b) of Regulation S-X with
respect to the acquisition of the aggre-
gate share capital of tewi. Such required
financial information will be filed by
amendment under cover of Form 8-K/A not
later than October 4, 1995, in accordance
with Item 7(a)(4) of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. At the
time of the filing of this Form 8-K, it is
impracticable for the Company to provide
the pro forma financial information re-
quired by Rule 11-d(c) of Regulation S-X
with respect to the acquisition of the
aggregate share capital of tewi. Such
required financial information will be
filed by amendment under cover of Form 8-
K/A not later than October 4, 1995, in ac-
cordance with Item 7(b)(2) of Form 8-K.
(c) Exhibits.
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2.1 Share Purchase Agreement dated July
21, 1995 by and among the Company,
Ziff-Davis and Kunkel.
2.2 Earn-Out Agreement dated July 21,
1995 by and between the Company and
Kunkel.
99.1 Press release dated July 25, 1995.
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SIGNATURE
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
thereunto duly authorized.
SOFTKEY INTERNATIONAL INC.
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(Registrant)
By: /s/ R. Scott Murray
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R. Scott Murray
Chief Financial Officer
August 4, 1995
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(Date)
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Exhibit Index
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Exhibit
No. Exhibit Description Sequential
Page No.
2.1 Share Purchase Agreement dated July
21, 1995 by and among the Company,
Ziff-Davis and Kunkel
2.2 Earn-Out Agreement dated July 21,
1995 by and between the Company and
Kunkel
99.1 Press release dated July 25, 1995
99.2 Financial Statements of Business
Acquired (to be filed by amendment)
99.3 Pro Forma Financial Information (to
be filed by amendment)
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