-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhvveLLqk7+i2ABz4zNtelNXWy4p6XwmUE8KkvAd9ngjbpTY769PLaHQGNB3EnlE 1b5pv0B6dBeuKyjM7mNTyA== 0000912057-97-031313.txt : 19970923 0000912057-97-031313.hdr.sgml : 19970923 ACCESSION NUMBER: 0000912057-97-031313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970911 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970922 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATION INTELLIGENCE CORP CENTRAL INDEX KEY: 0000727634 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 942790442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19301 FILM NUMBER: 97683647 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR 6TH FL STREET 2: STE 520 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 4158027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 520 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 8-K 1 FORM 8-K 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- EX-99.1 2 PRESS RELEASE DATED 9/17/97 Exhibit 99.1 COMMUNICATION INTELLIGENCE CORPORATION RETAINS GERARD KLAUER MATTISON & CO. AS ITS EXCLUSIVE INVESTMENT BANKER AND CONDUCTS A SEARCH FOR A CEO AND CFO ---------------- REDWOOD SHORES, CA, September 17, 1997 - (Nasdaq:CICI) Communication Intelligence Corporation ("CIC" or the "Company") today announced that it has retained the investment banking firm of Gerard Klauer Mattison & Co., ("GKM"), on an exclusive basis, to review financial and strategic alternatives for the Company with the intention of maximizing shareholder value. The Board of Directors has also determined that it should expand CIC's current management team and Board of Directors, and has retained the executive search firm of Swartz & Associates, Inc. of Scottsdale, Arizona to seek both a new Chief Executive Officer and Chief Financial Officer. James Dao, Chairman and founder of CIC, will focus his full-time efforts on expanding the Company's activities in China and developing strategic alliances for this potentially large market. The Company has determined that the current stage of development of its Chinese subsidiary, CICC, requires a major commitment from Mr. Dao and he will play an important role in helping CICC penetrate the Asian markets through its System Integration business, core technology and proprietary hardware. While Swartz & Associates is conducting its search for a new Chief Executive Officer and Chief Financial Officer, management decisions will be made by the Executive Committee with the guidance of CIC's 1 Operating Committee, comprised of a broad-based group of top executives of CIC and several board members. Philip Sassower, Chairman of the Executive Committee of CIC said, "As part of our business strategy, we are allocating our resources to those targets of opportunity which are likely to produce the most favorable results for CIC and its shareholders. We are pleased to have retained the services of the investment banking firm of Gerard Klauer Mattison & Co. and on behalf of the Board of Directors and shareholders of CIC, we applaud James Dao for his decision to spearhead the development of CIC's important China subsidiary at a time when it is poised for growth." The Companies ---------------------------------------------------------------- GERARD KLAUER MATTISON & CO., INC. (GKM) Founded in 1989, GKM has managed over $2.2 billion of public offerings and private placements and has advised in approximately $1.5 billion of transactions, including mergers and acquisitions, bankruptcies and buyouts. GKM is headquartered in New York and has offices in Boston and Chicago. COMMUNICATION INTELLIGENCE CORPORATION develops, markets, and licenses natural input computer technology-products that use pen and image for input. Founded in 1981, CIC is a leading supplier of pen computing software products to hardware manufacturers throughout the world. The Company's products include Handwriter-Registered Trademark- Recognition System and Jot-TM- handwriting recognition solutions. In addition, CIC developed the SigCheck-TM- dynamic signature verification software which facilitates reliable user authentication over computer networks. CIC also markets the Handwriter-Registered Trademark-for Windows-Registered Trademark- peripheral input device product enabling users to have pen computing capabilities on their desktop and laptop personal computers. More information about CIC and its products can be obtained on the Internet: http://www.cic.com. CIC is headquartered in Redwood Shores, California, and has subsidiaries in Japan and China. CIC's stock is publicly traded on Nasdaq, symbol CICI. Note: All company and product names used herein are trademarks or registered trademarks of their respective owners. 2 -----END PRIVACY-ENHANCED MESSAGE-----