-----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, FgGK4nwJgzlVI56c/TTCFobGj9QQXTKbLB9To115TrWpie2l+qF9EstG/qA6q/EK 69a04KfoyVLTagG7u/oa0Q== 0001104659-11-000326.txt : 20110104 0001104659-11-000326.hdr.sgml : 20110104 20110104183014 ACCESSION NUMBER: 0001104659-11-000326 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goren Andrea CENTRAL INDEX KEY: 0001348894 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19301 FILM NUMBER: 11508047 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 1901 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 6508027888 MAIL ADDRESS: STREET 1: 275 SHORELINE DR STREET 2: STE 500 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 4 1 a4.xml 4 X0303 4 2010-12-31 0 0000727634 COMMUNICATION INTELLIGENCE CORP CICI.OB 0001348894 Goren Andrea 110 EAST 59TH STREET, SUITE 1901 NEW YORK NY 10022 1 0 1 0 Series C Participating Convertible Preferred Stock 0.0225 2010-12-31 4 P 0 5000 1.00 A Common Stock 222222 5000 I See Footnote Warrant (Right to Buy) 0.0225 2010-12-31 4 J 0 222222 0.0225 A 2010-12-31 2013-12-31 Common Stock 222222 222222 I See Footnote Each share of Series C Participating Convertible Preferred Stock of Communication Intelligence Corp. (the "Issuer"), par value $0.01 per share (the "Series C Preferred Stock"), is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. Each share of Series C Preferred Stock shall automatically convert into shares of Common Stock at the then applicable conversion rate upon the written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock. On December 9, 2010, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with its two principal stockholders and other parties (collectively, the "Investors") relating to the sale and issuance to the Investors by the Issuer of approximately 2,200,000 shares of Series C Preferred Stock and warrants to purchase shares of the Issuer's Common Stock (the "Financing"). Pursuant to the Purchase Agreement, the Issuer and the Investors agreed, subject to the terms thereof, that the Issuer would (1) issue and sell and the Investors would purchase for cash in a private placement 2,210,500 shares of Series C Preferred Stock at a purchase price of $1.00 per share, and (2) issue to each Investor a three-year warrant to purchase a number of shares of Common Stock equal to the total number of shares of Series C Preferred Stock purchased by such Investor divided by 0.225 at an exercise price of $0.0225 per share. The Series C Preferred Stock issued in connection with the Financing is convertible at any time, at the holder's election, into shares of Common Stock at a conversion price of $0.0225 per share, subject to adjustment for stock dividends, splits, combinations and similar events. The Financing was consummated on December 31, 2010 and Andax LLC purchased 5,000 shares of Series C Preferred Stock and received warrants to purchase 222,222 shares of Common Stock in connection with the consummation. The securities acquired by Andax LLC and may be deemed to be indirectly beneficially owned by Mr. Goren, the managing member of Andax LLC. This filing shall not be deemed as an admission by Mr. Goren that Mr. Goren is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Mr. Goren disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, therein. /s/ Andrea Goren 2011-01-04 -----END PRIVACY-ENHANCED MESSAGE-----