Allegro New Media, Inc. and Software Publishing Corporation Shareholders Approve Merger Allegro New Media, Inc. and Software Publishing Corporation Shareholders Approve Merger December 23, 1996, 8:32 AM EST
FAIRFIELD, N.J., Dec. 23 /PRNewswire/ -- Allegro New Media, Inc. (Nasdaq: ANMI) and Software Publishing Corporation (Nasdaq: SPCO) today announced that their respective shareholders have voted to approve the merger of a wholly owned subsidiary of Allegro with Software Publishing Corporation.
The merger, intended to qualify as a reorganization of Software Publishing under Section 368(a) of the Internal Revenue Code, is expected to become effective on December 27, 1996. Pursuant to the merger, each share of SPC common stock will be converted into 0.26805 shares of Allegro New Media common stock. Allegro is expected to be listed under the symbol SPCO on the Nasdaq Small-Cap market.
Barry A. Cinnamon, Chairman, President and Chief Executive Officer of Allegro, said "The merger allows us to combine the managements, financial resources, operations, technologies and breadth of product offerings of Allegro and SPC to create a company which we expect to be positioned to increase stockholder value. We intend to expedite our growth and enhance stockholder value by leveraging the distinct advantages of SPC's Intelligent Formatting technology in our visual communications products, beginning with the upcoming release of ActiveOffice(TM), an instant companion to Microsoft Office allowing users to easily convert plain text and numbers into visual graphics."
Management
The principal executive officers of Allegro after the merger becomes effective will be: Barry A. Cinnamon, Chairman of the Board, President and Chief Executive Officer; Mark E. Leininger, Vice President, Chief Operating Officer and Treasurer; Miriam K. Frazer, Vice President-Finance and Chief Financial Officer; Joseph V. Szczepaniak, Vice President-Sales and Marketing; and Daniel J. Fraisl, Vice President-Research and Development.
Allegro also announced that Norman Alexander, former Chairman of Birdseye, and Neil Kaufman, Allegro's general counsel, have been elected directors of Allegro in Class II, and George Lauro has resigned as a director. Upon completion of the merger, Fred Gibbons, Chairman of the Board of Directors of SPC, and Miriam Frazer of SPC will become directors of Allegro in Classes III and 11, respectively. Members of Class II and III serve until the company's 1998 and 1999 annual meeting of stockholders, respectively.
Financials
For the nine months ended September 30, 1996, the combined companies had pro forma revenues of $14,625,000 and a net loss of $12,121,000 or $1.62 per share on 7,482,117 shares outstanding. The combined companies had pro forma assets of $24,599,999, including working capital of $2,860,000; stockholder equity of $10,344,000 and a book value of $1.33 per share.
Except for historical information contained herein, the matters set forth in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Potential risks and uncertainties include such factors as the level of business and consumer spending for computer software, the amount of sales of the company's products, the competitive environment within the computer software industry, the ability of the company to integrate the operations of Allegro, SPC and Serif, the level and costs incurred in connection with the company's product development efforts and the financial strength of the retail industry. Investors are also directed to consider other risks and uncertainties discussed in documents filed with the Securities and Exchange Commission.
Allegro New Media, together with its Serif and SPC subsidiaries, will be an international supplier of visual communications and business productivity computer software. Allegro's product line will include ActiveOffice, ASAP WordPower(TM), ASAP WebShow(TM), ASAP(TM), Harvard Graphics(R), Harvard ChartXL(R), Harvard Spotlight(R), PagePlus(TM), DrawPlus(TM), Entrepreneur, 1000 Forms and Letters and Learn To Do(R) Windows 95 with John C. Dvorak. These products are available at retail outlets throughout North America and Europe, or may be ordered directly by calling 888-ALLEGRO or 800-336-8360. For more information visit websites at businessplus.com or spco.com.
The Harvard product line is a group of products from Software Publishing Corporation and has no connection with Harvard University. All trademarks referenced herein are the property of their respective owners. SOURCE Allegro New Media, Inc.
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