-----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, NHG9iuO4X3xWjZQxUL9/MPlHZSf2GJoMzswJ7aCYfQHv8iWQNiaW/5Aj/NYgoZJG GqzqFEPuXo2En94rvu6LAw== 0000950156-96-000879.txt : 19961118 0000950156-96-000879.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950156-96-000879 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSCI CORP CENTRAL INDEX KEY: 0000878612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061302773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12966 FILM NUMBER: 96663414 BUSINESS ADDRESS: STREET 1: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088704000 MAIL ADDRESS: STREET 2: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 10-Q 1 INSCI CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-QSB [X] Quarterly Report under Section 13 or 15d of the Securities Exchange Act of 1934 for the quarterly period ended: September 30, 1996 [ ] Transition report pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 For the Transition period from ___________________ to___________________ Commission file number: 1-12966 INSCI CORP (Exact name of registrant as specified in its charter) Delaware 06-1302773 - ------------------------------------- ------------------------------------ (State of incorporation) (IRS employer identification number) Two Westborough Business Park Westborough, MA 01581 (Address of principal executive offices) Issuer's telephone number, including area code: (508) 870-4000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Title of Each Class Outstanding at September 30, 1996 - ------------------- --------------------------------- Common stock, par value $.01 4,005,471 Transitional Small Business Disclosure Format (check one) Yes X No ___ INSCI CORP INDEX PART I FINANCIAL INFORMATION Item 1. Condensed Financial Statements Condensed Balance Sheet as of September 30, 1996 3 Condensed Statements of Operations for the Three Months 4 and Six Months Ended September 30, 1996 and 1995 Condensed Statement of Cash Flows for the Six Months 5 Ended September 30, 1996 and 1995 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis or Plan of Operation 7 PART II OTHER INFORMATION Item 1 Legal Proceedings 13 Item 2 Changes in Securities 13 Item 4 Submission to Matters to a Vote of Security Holders... 13 Item 5 Other Events 14 Item 6 Exhibits and Reports on Form 8-K 14 Signature 15 INSCI Corp BALANCE SHEET (in thousands) (unaudited) ASSETS SEPTEMBER 30, 1996 ------------- Current assets: Cash and cash equivalents $ 3,035 Accounts receivable, net 1,986 Prepaid expenses and other 222 ------- Total current assets 5,243 Property & equipment 1,892 Less: accumulated depreciation (1,077) ------- Total equipment, net 815 Capitalized software development costs, net of accumulated amortization of $812 636 Purchased software, net of accumulated amortization of $217 895 Other assets 76 ------- Total assets $ 7,665 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Note payable $ 27 Accounts payable 858 Accrued liabilities 936 Customer deposits 48 Unearned maintenance revenue 595 ------- Total current liabilities 2,464 Note payable 44 Stockholders' equity : Common stock 39 Preferred stock 30 Additional paid-in capital 20,806 Accumulated deficit (15,718) ------- Total stockholders' equity 5,157 ------- Total liabilities and stockholders' equity $ 7,665 ======= See accompanying notes INSCI Corp CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 1996 1995 1996 1995 -------- ------- ------- -------- Revenue Product $ 980 $ 1,383 $ 2,479 $ 1,728 Maintenance 411 425 880 836 Services 694 268 1,662 353 -------- ------- ------- -------- Total revenue 2,085 2,076 5,021 2,917 Cost of revenue Product 371 463 759 757 Maintenance 344 220 703 500 Services 370 167 694 284 -------- ------- ------- -------- Total cost of revenue 1,085 850 2,156 1,541 -------- ------- ------- -------- Gross margin 1,000 1,226 2,865 1,376 Expenses Sales and marketing 792 504 1,670 1,093 Product development 547 308 992 704 General and administrative 552 339 1,004 857 Non-recurring - (170) - 150 -------- ------- ------- -------- Total expenses 1,891 981 3,666 2,804 -------- ------- ------- -------- Income (loss) from operations (891) 245 (801) (1,428) Interest income (expense) Interest income 16 14 24 32 Interest expense (3) - (4) - -------- ------- ------- -------- Interest income (expense) net 13 14 20 32 -------- ------- ------- -------- Net income (loss) (878) 259 (781) (1,396) Preferred stock dividend (52) - (81) (27) -------- ------- ------- -------- Net income (loss) applicable to common shares $ (930) $ 259 $ (862) $ (1,423) ======== ======= ======= ======== Net income (loss) per common share $ (0.23) $ 0.07 $ (0.22) $ (0.39) ======== ======= ======= ======== Weighted average common shares outstanding 3,982 3,640 3,946 3,640 -------- ------- ------- --------
See accompanying notes INSCI Corp STATEMENTS OF CASH FLOWS (in thousands) (unaudited) SIX MONTHS ENDED SEPTEMBER 30 1996 1995 ------- ------- Cash flows from operating activities: Net income (loss) $ (781) $(1,396) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 231 224 Amortization of deferred software costs 451 412 Changes in assets and liabilities: Accounts receivable 116 5 Inventory 12 25 Prepaid expenses and other current assets (82) 61 Note payable (21) -- Accounts payable 197 126 Accrued and other liabilities (133) 92 Customer deposits (209) (103) Deferred maintenance revenue 21 (41) ------- ------- Net cash used in operating activities (198) (595) Cash flows from investing activities: Additions to capitalized software development costs (388) (80) Capital expenditures (213) (30) Other assets 2 ------- ------- Net cash used in investing activities (601) (108) Cash flows from financing activities: Proceeds from exercise of stock options 103 -- Proceeds from sale of preferred stock 3,763 1,200 Payment of preferred stock issuance costs (447) (260) Redemption of preferred stock and dividends (1,000) Payment of capital lease obligations (21) (18) ------- ------- Net cash provided by (used in) financing activities 3,398 (78) ------- ------- Net change in cash and cash equivalents 2,599 (781) Cash and cash equivalents at beginning of year 436 1,605 ------- ------- Cash and cash equivalents at end of period $ 3,035 $ 824 ======= ======= See accompanying notes INSCI CORP NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION The financial statements included herein have been prepared by INSCI Corp (the "Company" or "INSCI"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual reports on Form 10-K, filed on July 1, 1996, for the fiscal year ended March 31, 1996, and with the Company's definitive proxy statement for its 1996 Annual Meeting of Stockholders filed with the Commission on July 29, 1996. In the opinion of the management of the Company, the accompanying unaudited financial statements reflect all adjustments (of a normal and recurring nature) which are necessary to present fairly the financial position of the Company as of September 30, 1996 and the results of operations for the quarter ended September 30, 1996 and 1995 and six months ended September 30, 1996 and 1995 and cash flows for the six months ended September 30, 1996 and 1995. The computation of income (loss) per common and common equivalent shares has been calculated on the basis of the weighted average number of common shares outstanding during each period. When dilutive, stock options and warrants are included as share equivalents using the modified treasury stock method. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION COMPARISON OF RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the percentage relationship that certain items of the Company's results of operations bear to total revenue.
Three months ended Six months ended September 30, September 30, 1996 1995 1996 1995 ---- ---- ---- ---- % % % % --- --- --- --- Revenue Product 47 67 49 59 Maintenance 20 20 18 29 Services 33 13 33 12 --- --- --- --- Total revenue 100 100 100 100 Cost of revenue Product 18 22 15 26 Maintenance 16 11 14 17 Services 18 8 14 10 --- --- --- --- Total cost of revenue 52 41 43 53 --- --- --- --- Gross margin 48 59 57 47 Expenses Sales and marketing 38 24 33 38 Product development 26 15 20 24 General and administrative 27 16 20 29 Non-recurring 0 -8 0 5 --- --- --- --- Total expenses 91 47 73 96 --- --- --- --- Income (loss) from operations (43) 12 (16) (49) Interest income (expense) Interest income 1 0 0 1 Interest expense 0 0 0 0 --- --- --- --- Interest income (expense) net 1 0 0 1 --- --- --- --- Net income (loss) (42) 12 (16) (48) === === === ===
THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995: REVENUE INSCI sells, installs and supports imaging, print-on-demand, data management and archival storage software products. Sales to end users generally include software, optical storage hardware, systems integration and consulting services, installation and training. Post-installation maintenance and customer support is available under the terms of a separate contract at an additional charge. INSCI also sells software products directly to value added resellers and distributors. Total revenue for the quarter ended September 30, 1996 was $2,085,000 compared to $2,076,000 for the quarter ended September 30, 1995. Revenue is net of discounts and allowances. Product revenue for the current quarter totaled $980,000 and decreased by 29% versus last year's quarter. The Company has been transitioning to selling larger value orders to key accounts and larger customers, which inherently can create more volatility in quarter to quarter revenue. Maintenance revenue was $411,000 for the September 30, 1996 quarter and decreased by $14,000 from the comparable 1995 quarter due to minor changes in contract renewal timing. Services revenue, which includes charges for consulting, systems integration services, custom applications, installation and training, totaled $694,000 for the current quarter and increased by $426,000 over the September 30, 1995 quarter. This increase is directly attributable to the increase in revenue from the Company's consulting and systems integration activities. GROSS MARGIN Gross margin for the quarter ended September 30, 1996 and 1995 were $1,000,000 (48%) and $1,226,000 (59%), respectively. Cost of revenue for the September 30, 1996 quarter was $1,085,000 or 52% of revenue, compared to $850,000, or 41% of revenue, for the same quarter of 1995. Cost of revenue for product revenue was $371,000 for the September 30, 1996 quarter compared to $463,000 for the same quarter last year. Costs associated with product revenue include the costs of hardware and software products purchased for resale, and charges for the amortization of capitalized software development costs. Cost of product revenue varies depending upon the mix of software and hardware products including individual system orders. Cost of product revenue includes software amortization charges of $229,000 for the September 30, 1996 quarter compared to $223,000 for the comparable period last year. Costs for maintenance and services revenue include the costs of systems integration, consulting, customer support personnel, the cost of third-party services and hardware maintenance subcontracts. Total combined cost of revenue for maintenance and services were $714,000 for the September 30, 1996 quarter compared to $387,000 for the comparable period last year. This increase reflects added personnel costs associated with upgrading the level of maintenance support provided to customers combined with additional personnel associated with increased billings in systems integration services. SALES AND MARKETING Sales and marketing expenses for the quarter ended September 30, 1996 were $792,000 or 38% of total revenue compared to $504,000 or 24% of total revenue for the quarter ended September 30, 1995. The expense increase of $288,000 was attributable to additions in marketing programs and personnel. PRODUCT DEVELOPMENT Product development expenses were $547,000, or 26% of revenues, (after capitilization of software developments costs of $184,000) for the quarter ended September 30, 1996 compared to $308,000, or 15% of revenues, (after capitilization of software developments costs of $31,000) for the comparable quarter in 1995. The $239,000 increase in expenses reflects resources, primarily personnel additions, to develop future company products. GENERAL AND ADMINISTRATIVE General and administrative expenses were $552,000, or 27% of revenues, for the quarter ended September 30, 1996 compared to $339,000, or 16% of revenues for the comparable quarter in 1995. The increase of $213,000 is attributable to additional audit, legal, professional, shareholder relations, compensation and insurance expenses. NON-RECURRING COSTS The Company had recorded a charge of $320,000 in the quarter ended June 30, 1995 for expenses to be incurred pursuant to a restructure plan. Subsequently, it was determined that in order to support the Company's planned growth in the systems integration and consulting area, the Company would need to retain some of the facility space and the equipment that it had previously planned to dispose of. As a result of this change and the resultant lower level of expenses incurred, during the quarter ended September 30, 1995 the Company reversed $170,000 of the restructure charge accrued in the previous quarter. The restructure plan was completed in November, 1995. INTEREST INCOME (EXPENSE) Interest income (expense) net was $13,000 in the quarter ended September 30, 1996 compared to $14,000 for the comparable quarter last year. NET INCOME (LOSS) Net loss was $878,000 for the quarter ended September 30, 1996 compared to a net profit of $259,000 for the quarter ended September 30, 1995. Net loss applicable to common shares, after preferred stock dividend charges, was $930,000, or $(.23) per share for the September, 1996 quarter compared to a profit of $259,000, or $.07 per share for the quarter ended September 30, 1995. SIX MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 1995: REVENUE Total revenue for the six months ended September 30, 1996 was $5,021,000 and increased by 72% compared to revenue of $2,917,000 for the six months ended September 30, 1995. Product revenue was $2,479,000 for the latest six month period and increased by 43% compared to the same period in 1995. This increase is attributable to an increase in the size of sales orders reflecting the Company's emphasis on selling to key accounts and larger customers. Maintenance revenue was $880,000 for the six months ended September 30, 1996 and increased by $44,000 compared to the same period in 1995. Services revenue was $1,662,000 for the latest six month period and increased by $1,309,000 compared to the six months ended September 30, 1995. This increase is directly attributable to the increase in revenue from the Company's consulting and systems integration activities. During the last four quarters, the Company has focused on increasing its systems integration services to increase total revenue and to provide support services to enable higher sales volumes of its core software products. GROSS MARGIN Gross margin for the six months ended September 30, 1996 and 1995 were $2,865,000 (57%) and $1,376,000 (47%), respectively. Cost of revenue for these periods, respectively, was $2,156,000 or 43% of revenue, compared to $1 541,000, or 53% of revenue. The increase in the gross margin percentage during 1996 reflects an increase in sales volume with a lower rate of increase in cost of revenue, much of which, including software amortization and support expenses, does not increase in proportion to revenue increases. Cost of revenue for product revenue was $759,000 for the six months ended September 30, 1996 compared to $757,000 for the same period during 1995. The cost of product revenue includes software amortization charges of $452,000 for the September 30, 1996 period compared to $412,000 for the comparable period last year. Total combined costs of revenue for maintenance and services were $1,397,000 for the six months ended September 30, 1996 and increased by 78% compared to 784,000 for the six months ended September 30, 1995. This compares with a 113% increase in the revenues related to these costs. The increase in cost of revenue reflects added personnel costs associated with upgrading the level of maintenance support provided to customers combined with additional personnel associated with increased billings in systems integration services. SALES AND MARKETING Sales and marketing expenses for the six months ended September 30, 1996 were $1,670,000 or 33% of total revenue compared to $1,093,000 or 38% of total revenue for the six months ended September 30, 1995. The expense increase of $577,000 is attributable higher sales commissions related to increased revenue levels, combined with added marketing programs and personnel additions. PRODUCT DEVELOPMENT Product development expenses were $992,000, or 20% of revenues, ( after capitilization of software developments costs of $364,000) for the six months ended September 30, 1996 compared to $704,000, or 24% of revenues, ( after capitilization of software developments costs of $80,000) for the comparable period in 1995. The $288,000 increase in expenses reflects resources, both in personnel and outside contractors, added to develop future company products. . GENERAL AND ADMINISTRATIVE General and administrative expenses were $1,004,000, or 20% of revenues, for the six months ended September 30, 1996 compared to $857,000, or 29% of revenues for the comparable period in 1995. The increase of $147,000 is attributable to additional audit, legal, professional, shareholder relations, compensation and insurance expenses. NON-RECURRING COSTS The Company recorded a net charge of $150,000 for the six months ended September 30, 1995 for expenses to be incurred pursuant to a restructure plan approved in June, 1995. The restructure plan was completed in November, 1995. INTEREST INCOME (EXPENSE) Interest income (expense) net was $20,000 for the six months ended September 30, 1996 compared to $32,000 for the comparable period in 1995. NET INCOME (LOSS) Net loss was $781,000 for the six months ended September 30, 1996 compared to a net loss of $1,396,000 for the six months ended September 30, 1995. Net loss applicable to common shares for these periods, respectively, after preferred stock dividend charges, was $862,000, or $(.22) per share for 1996 and $1,423,000, or $(.39) per share for 1995. LIQUIDITY AND CAPITAL RESOURCES The Company's cash flows are summarized below for the periods indicated: Six months ended September 30, ----------------------- 1996 1995 ---------- --------- Cash provided by (used in): Operating activities $ (198,000) $(595,000) Investing activities (601,000) (108,000) Financing activities 3,398,000 (78,000) ---------- --------- Increase (decrease) in cash $2,599,000 $(781,000) ========== ========= The Company generated net negative cash flows of ($198,000) from operations in the six months ended September 30, 1996. The Company had a negative cash flow of ($601,000) from investing activities relating to additions to capitalized software and capital expenditures. Financing activities generated cash flow of $3,398,000, and included proceeds from the sale of preferred stock, net of issuance costs, of $3,316,000. Working capital at September 30, 1996 was $2,779,000 compared to $91,000 at September 30, 1995. The Company presently has no material commitments for capital expenditures. RISK FACTORS INSCI has experienced, an may in the future experience, significant quarter to quarter fluctuations in revenues and the results of operations. Such fluctuations may result in volatility in the price of the Company's Common Stock. Quarterly revenues and results of operations may fluctuate as a result of a variety of factors, including the lengthy sales cycle for the Company's products, the proportion of revenues attributable to software license fees versus services, the amount of revenue generated by alliances with other companies selling INSCI's products, demand for the Company's products, the size and timing of individual license transactions, the introduction of new products and product enhancements by the Company or its competitors, changes in customer budgets, competitive conditions in the industry and general economic conditions. Further, the sale of the Company's products generally involves a significant commitment of capital and may be delayed due to time-consuming authorization procedures within an organization. For these and other reasons, the sales cycles for the Company's products are typically lengthy and subject to a number of significant risks over which the Company has little or no control. The Company has historically operated with little backlog, since its products are generally shipped as orders are received. The Company has historically recognized a substantial portion of its revenues in the last month of the quarter, with these revenues concentrated in the last week of the quarter. Delays in the timing of recognition of specific revenues may adversely and disproportionately affect the Company's results of operations due the relatively fixed nature of a high percentage of the Company's operating expenses, and planned expenditure increases, such as additional expenditures for product development or expansion of the Company's sales force. Only a small percentage of the Company's expenses vary with its revenues. Accordingly, the Company believes that period to period comparisons of results of operations are not necessarily meaningful and should not be relied upon as an indication of future results of operations. There can be no assurance that the Company will be profitable in any future quarter. Due to the foregoing factors, it is likely that in some future quarter the Company's operating results will be below the expectations of public market analysts and investors. Such an event would have a material adverse effect on the price of the Company's Common Stock. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Securities and Exchange Commission (the "Commission") issued an order, dated April 13, 1995, authorizing a private investigation of Imtech (INSCI's former majority shareholder) and INSCI, and its officers and directors during the period from March 1993 and continuing until April 13, 1995. The order of investigation inquiring into whether the Company and its then officers and directors engaged in violations of Rule 10b-5 of the Securities Exchange Act of 1934 (the "Exchange Act"); failed to file annual reports and other information as required by the rules and regulations of the Commission in violation of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-11 and 13a-13; and failed to maintain proper books and records in violation of Section 13(b)2 of the Exchange Act or falsified or caused to be falsified books and records of the Companies in violation of Sections 13(b)(2)(a), Rule 13b2-1, and Rule 13b2-2 of the Exchange Act. On September 10, 1996 the Company was informed by the Commission that the staff inquiry relating to these matters had been terminated and that no enforcement action had been recommended this time. The Company has previously agreed to use its best efforts to file a registration statement for shares of stock in the Company pursuant to a conversion right granted to holders of convertible preferred stock in the Company and to certain Stockholders and Option and Warrant Holders. The Company is in the process of preparing a registration statement for the securities. ITEM 2. CHANGES IN SECURITIES Changes in securities are incorporated by reference. Refer to Item 6.(b) on this report. ITEM 4. SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS On September 26, 1996, the Company held its Annual Meeting of Shareholders, and the Shareholders ratified the following: (1) To approve the 1997 Equity Incentive Plan authorizing 3,000,000 shares of Common Stock $0.01 par value to replace 3,077,935 shares under the 1992 Stock . Option Plan that will be terminated. (2) To ratify the Board of Directors resolution with respect to the direct grant of 3,000,000 stock options to certain employees, directors and consultants. (3) To amend the 1992 Directors Option Plan. The Company incorporates, by reference, the proxy material submitted to the Shareholders eligible to vote at its Annual Meeting. ITEM 5. OTHER EVENTS On November 11, 1996, the Company completed the balance of the Private Placement Offering with J. Michael Reisert, Inc. (Reisert), acting as the Placement Agent, of 663,334 Units, consisting of 663,334 shares of 8% Convertible-Preferred Stock and Warrants to purchase 663,334 shares of Common Stock at $5.00 per share. Additionally, the Company issued 66,333 Placement Agent Units to Reisert at $5.50 per unit. The Company received gross proceeds of $2,487,503 as a result of the completion of the Placement, and incorporates, by reference, the Company's filing on Form 8-K as filed with the Commission dated September 12, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K The reports on Form 8-K to be included to the 10-K and Proxy Statement filed by the Company (incorporated by reference) (A) EXHIBITS. None filed with this report. (B) REPORTS ON FORM 8-K. A report on Form 8-K, dated March 28, 1996, was filed on April 5, 1996 by the Company regarding the appointment of a new director. A report on Form 8-K, dated March 28, 1996, was filed on April 12, 1996 by the Company regarding the acquisition of Courtland. A report on Form 8-K, dated April 10, 1996, was filed on April 12, 1996 by the Company regarding the settlement with Bank of New York. A report on Form 8-K, dated April 29, 1996, was filed on May 6, 1996 by the Company regarding the resignation of the Chief Financial Officer. A report on Form 8-K, dated April 30, 1996, was filed on May 16, 1996 by the Company regarding the warrant exchange with Norcross. A report on Form 8-K/A , dated June 11, 1996 was filed on June 11, 1996 by the Company regarding the audited financial statements of Courtland. A report on Form 8-K, dated September 12, 1996, was filed on September 20, 1996 by the Company regarding the private placement of convertible preferred stock. A report on Form 8-K, dated September 16, 1996, was filed on September 23, 1996 by the Company regarding the sale of shares by IMTECH. A report on Form 8-K, dated September 20, 1996, was filed on September 20, 1996 by the Company regarding the financing with Amerivet/Dymally Securities. 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. INSCI CORP. Date: November 14, 1996 By: /S/ ROGER C. KUHN ------------------------------------------- Roger C. Kuhn Vice President and Chief Financial Officer EX-27 2 ARTICLE 5 FDS FOR 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SECOND QUARTER 10-QSB FOR INSCI'S 1997 FISCAL YEAR 0000878612 m7rpwrt@ 6-MOS MAR-31-1997 SEP-30-1996 3035 0 2086 100 0 5243 1892 1077 7665 2464 0 0 30 39 5088 7665 5021 5021 2156 2156 3666 0 (20) (781) 0 (781) 0 0 0 (781) (0.22) (0.22)
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