Printer Friendly


 TORONTO, Dec. 6 /PRNewswire/ -- SoftKey Software Products Inc. (NASDAQ: SKEYF, TSE: SSK), WordStar International Incorporated (NASDAQ: WDST) and Spinnaker Software Corporation (NASDAQ: SPKR) today announced an amendment to their previously announced merger agreement.
 In connection with the merger of the three companies Spinnaker shareholders will now receive between 1.599 and 1.641 WordStar common shares for each Spinnaker common share, depending on the number of Spinnaker common shares subscribed for under the previously announced Spinnaker rights offering to be completed in conjunction with the merger. In the event of the merger only of SoftKey and Spinnaker, SoftKey shareholders will now receive between 2.194 and 2.252 Spinnaker common shares for each SoftKey common share, again depending on the number of Spinnaker common shares subscribed for under the Spinnaker rights offering.
 The amendment was approved by the board of SoftKey on Nov. 18 and 30, 1993 by the board of WordStar on Nov. 19, 1993 and by the board of Spinnaker on Nov. 29, 1993. The purpose of the amendment was to quantify the risk and eliminate the uncertainty associated with Spinnaker's arbitration with Software

Publishing Corporation through an adjustment to the exchange ratios and the elimination of a contingency adjustment, either plus or minus, not expected to exceed 0.093, to account for the result of the arbitration.
 It had originally been announced that the WordStar/Spinnaker exchange ratio in the three party merger would range from 1.615 to 1.657 and that the SoftKey/Spinnaker exchange ratio in the two party merger would range from 2.172 to 2.230, in each case depending on the subscription rate under the Spinnaker rights offering. In addition, the parameters of each exchange ratio range were to be subject to the above-mentioned contingency adjustment. The new exchange ratios are no longer subject to the contingency adjustment.
 Separately, Spinnaker announced that, on Dec. 3, 1993, the arbitration panel rendered their decision in the Software Publishing arbitration. A decision had not been expected until mid-December. The panel awarded breach of contract damages against Spinnaker in the amount of US $1.4 million, pre-judgment interest of US $233,333 to Dec. 3, 1993, reasonable attorney's fees and expenses not to exceed US $810,000 and the fees and expenses of the panel and the American Arbitration Association, which have not yet been quantified. The Software Publishing contract provides that arbitration judgments may be entered in any court having jurisdiction over the affected party. The panel denied Spinnaker's counterclaim.
 Spinnaker management expects the business combination with SoftKey and WordStar to continue to move forward unaffected by the decision. Spinnaker expects to draw on existing credit facilities to satisfy the award.
 SoftKey publishes and markets over 85 software products in North America and is known for its Key, New Vision PowerWare and Titanium Seal brands that have suggested retail prices ranging from US $5.99 to US $49.95. SoftKey also publishes a best-selling series of Canadian tax preparation software including CanTax, TaxPrep, HomeTax Plus and InfoMatrix 2000 professional and home tax preparation products. SoftKey is the category leader in Canadian tax preparation software.
 WordStar is a worldwide supplier of business productivity software products. WordStar currently offers 25 software titles including American Heritage Dictionary, PC Paintbrush, Photo Finish and UltraFax software.
 Spinnaker, a leader in software for home office and small business, enjoys significant distribution in specialty chains and superstores. It is known for its popular PFS:, Easy Working and Power Up brands. Spinnaker currently has over 50 products including Calendar Creator, PFS: WindowWorks and PFS: Resume and Job Search Pro. The Power Up Software catalog has an annual circulation of over 10 million copies.
 This news release does not constitute an offer to sell of a solicitation of an offer to purchase any of the securities of WordStar or Spinnaker described herein, which offer and sale may be made only by means of a prospectus relating thereto.
 -0- 12/6/93
 /CONTACT: Tom Rickey of WordStar, 415-382-8000; or John Suske of SoftKey, 617-374-1450 (ext. 567); or Paul Brauneis of Spinnaker, 617-494-1200 (ext. 443)/

CO: SoftKey Software Products Inc.; WordStar International
 Incorporated; Spinnaker Software Corporation ST: Massachusetts IN: CPR SU: TNM

CM-DJ -- NE008 -- 0703 12/06/93 10:51 EST
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Dec 6, 1993

Terms of use | Copyright © 2018 Farlex, Inc. | Feedback | For webmasters