-----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, Dq7QmJcjduKmDW6uaf8yS6NyW12Ih1luI4ex3PcPeM2wJQ7pY03Sh0o/HPBYhvHY XbeihkdpRgTm98raCVUHQw== 0000950148-99-001668.txt : 19990722 0000950148-99-001668.hdr.sgml : 19990722 ACCESSION NUMBER: 0000950148-99-001668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: FILED AS OF DATE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METACREATIONS CORP CENTRAL INDEX KEY: 0000919794 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954102687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27168 FILM NUMBER: 99667682 BUSINESS ADDRESS: STREET 1: 6303 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 8055666200 MAIL ADDRESS: STREET 1: 6303 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 8-K 1 FORM 8-K (6/30/99) 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 1999 METACREATIONS CORPORATION (Exact name of registrant as specified in its charter) Commission file number 0-27168 Delaware 95-4102687 (State of incorporation) (I.R.S. Employer Identification Number) 6303 Carpinteria Ave, Carpinteria, CA 93013 (Address of principal executive offices) (805) 566-6200 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS The purpose of this Form 8-K is to file a press release issued by MetaCreations Corporation on June 30, 1999 announcing ScanSoft, Inc.'s acquisition of photo imaging products and technology from MetaCreations Corporation. A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference to this Item 5. 2 3 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, thereunto duly authorized. METACREATIONS CORPORATION (Registrant) Date: July 21, 1999 /s/TERANCE A. KINNINGER -------------------------- Terance A. Kinninger Senior Vice President and Chief Financial Officer 3 4 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 99.1 Press Release dated June 30, 1999 announcing ScanSoft, Inc.'s acquisition of photo imaging products and technology from MetaCreations Corporation. 4 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 NEWS RELEASE FROM SCANSOFT, INC. AND METACREATIONS CORPORATION SCANSOFT, INC. ACQUIRES PHOTO IMAGING PRODUCTS AND TECHNOLOGY FROM METACREATIONS THREE AWARD-WINNING PRODUCTS AND LEADING EDGE PHOTO IMAGING TECHNOLOGY STRENGTHEN SCANSOFT'S PRESENCE IN THE RAPIDLY GROWING DIGITAL PHOTO IMAGING MARKET PEABODY, MA, June 30, 1999 - ScanSoft, Inc. (NASDAQ: SSFT), a leading provider of digital imaging and optical character recognition (OCR) software, and MetaCreations Corporation (NASDAQ: MCRE), the Creative Web company, today jointly announced that ScanSoft has acquired and licensed certain photo imaging software products and technology from MetaCreations. The specific products included in the agreement are Kai's Super GOO(TM), a top-selling liquid photo imaging application; Kai's Photo Soap(TM) 2, award-winning photo editing software that lets users enhance, edit and share photos via the Internet; and Kai's Power Show(TM) that allows users to create high-impact multimedia photo shows and business presentations. All three products are Microsoft(R) Windows and Apple(R) Macintosh(TM) compatible. Kristy Holch, principal of InfoTrends Research Group, said, "Our research shows that the most-used applications for scanning are image editing and OCR. Image editing is also the leading application for digital camera users. This move by ScanSoft will give users a respected single source for imaging software." According to InfoTrends Research Group, 10 million mass-market scanners and 1.8 million low-end digital cameras will ship this year in North America. The scanner and digital camera markets are expected to grow at a compound annual grow rate of 23% and 38%, reaching 19.5 million and 6.8 million units respectively by 2003. "The combination of MetaCreations' well-regarded photo imaging products and technology, and ScanSoft's leadership in OCR and document imaging software gives us an unprecedented opportunity to provide the broadest range of digital imaging software to meet the needs of home, small and medium sized business and corporate markets," said Michael Tivnan, president and CEO of ScanSoft. The acquisition is expected to generate new partnerships with leading vendors in the digital camera market while at the same time allow ScanSoft to add more value to their current partners' solutions for the desktop scanner market. The acquisition also adds premier digital imaging partners Apple, Eastman Kodak and Intel to ScanSoft's already impressive list of major OEMs. "This agreement supports MetaCreations' strategy to focus the company on delivering premier 2D and 3D professional graphics technologies, and its Internet business for e-commerce visualization. This is another in a series of steps already undertaken to help the company capitalize on the e-commerce market opportunity. ScanSoft is an ideal company to acquire our photo imaging products, as they will transition smoothly into ScanSoft's well-established retail channel and strong OEM partnerships," said Gary Lauer, president and chief executive officer of MetaCreations. 1 2 ScanSoft expects the transaction to be neutral to slightly positive on total year 1999 earnings and accretive thereafter. The consideration includes $2.6 million in cash and a note, and up to $950,000 in assumed liabilities. The deal also includes contingent financial performance incentive payments to MetaCreations of up to $1 million. Customer support for the acquired products will continue to be handled by MetaCreations until December 31, 1999. About ScanSoft, Inc. ScanSoft, Inc. is a leading developer of digital imaging and optical character recognition (OCR) software. The company's award-winning products allow consumer, SOHO and corporate users to leverage the power of their desktop scanners, digital cameras, and other electronic input devices, to accurately capture and turn paper documents and photos into digital files that can be easily edited, organized and sent through e-mail and the Internet. ScanSoft's family of digital imaging software includes Pagis Pro Scanning Suite, TextBridge Pro, PaperPort Deluxe, PaperPort Scanner Suite, and ScanWorks. Today, there are approximately 1.5 million registered users of ScanSoft software. ScanSoft has numerous strategic partnerships with the industry's leading scanner and multifunction peripheral vendors. Companies already using ScanSoft's cutting edge digital imaging technologies in their product offerings include Brother, Epson, Canon, Compaq, IBM, Mustek, Visioneer (Primax), and Xerox, among others. Headquartered in Peabody, MA, ScanSoft maintains a strong international presence with sales and marketing offices in Reading, England. ScanSoft products are available worldwide through distributor and retail partners. ScanSoft is publicly traded on the Nasdaq exchange under the symbol SSFT. Its web site is located at www.scansoft.com. About MetaCreations MetaCreations Corporation, the Creative Web company, is focused on developing and marketing 2D and 3D visualization software for graphic artists, and the World Wide Web. MetaCreations' Creative Web strategy is centered on the company's MetaStream(TM) technology and employs an array of MetaCreations' software development tools to accelerate the creation of 2D and 3D graphics for online applications, and to make fast, interactive use of photorealistic 3D on the Web practical and pervasive. MetaCreations offers a complete product line of award-winning professional graphics desktop software products available in more than 50 countries. The company is headquartered in Santa Barbara County, California, and has development centers in Scotts Valley, Calif., and Princeton, NJ, as well as an International Operations Center in Dublin, Ireland. MetaCreations can be reached on the World Wide Web at http://www.metacreations.com. # # # Except for the historical information contained herein, the matters set forth in this press release, including, but not limited to, statements as to the perceived benefits of the agreement, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the market acceptance, the impact of competitive products, and other risks detailed from time to time in ScanSoft's SEC reports. ScanSoft disclaims any intent or obligation to update these forward-looking statements. 2 3 Pagis, TextBridge, PaperPort, PaperPort Deluxe and Scanner Suite are registered trademarks or trademarks of ScanSoft, Inc. All other trademarks are the property of their respective holders. (C) 1999 all rights reserved. Contacts: Steve Ricketts Teresa Bridwell ScanSoft, Inc. MetaCreations Corporation 9 Centennial Drive 6303 Carpinteria Avenue Peabody, MA 01960 Carpinteria, CA 93013 Tel: 978/977-2039 Tel: 805/566-6274 Fax: 978/977-2409 Fax: 805/566-6384 ricketts@scansoft.com teresab@metacreations.com Jeanette Mayer Betty Franklin ScanSoft, Inc. MetaCreations Corporation Investor Relations Manager Investor Relations Director Tel: 510/608-6486 Tel: 805/566-6289 investor_relations@scansoft.com Fax: 805/566-6384 ir@metacreations.com 3 -----END PRIVACY-ENHANCED MESSAGE-----