Here is some info from the 10k regarding shares to be issued to MECC
On October 30, 1995, SoftKey entered into a definitive merger agreement with
Minnesota Educational Computing Corporation (MECC) ("MECC"), a publisher and
distributor of high quality educational software for children, pursuant to which
SoftKey is expected to acquire MECC in exchange for approximately 9,200,000
shares of SoftKey common stock and other consideration and costs with a total
estimated purchase price of approximately $260,000, based upon the market value
of SoftKey's common stock. During the first quarter of 1996, the parties reached
agreement regarding the framework to implement SoftKey's strategic plan,
including the business strategy and management responsibilities upon
consummation of the transaction. The ultimate purchase price will depend upon
the number of shares issued to acquire MECC, which will be in the range of
approximately 7,150,000 to 9,200,000 shares of SoftKey common stock (which
number could be increased to approximately 10,500,000 shares to the extent that
outstanding options to purchase common shares of MECC, par value $.01 per share,
are exercised prior to the effective time of the Merger (as defined below)),
dependent upon the volume weighted average of the closing prices for the SoftKey
common stock on the Nasdaq National Market ("NNM") for the twenty full trading
days ending on the third full trading day prior to the effective time of the
merger (the "Merger") of a wholly owned subsidiary of SoftKey with MECC, as
contemplated by the merger agreement. The closing of this transaction is subject
to, among other things, stockholder approval of both the Company and MECC. The
transaction will be accounted for as a purchase. |
