UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
March 16, 2012
BITSTREAM INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-21541 | 04-2744890 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 500 Nickerson Road Marlborough, Massachusetts |
01752-4695 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(617) 497-6222
Registrant’s Telephone Number, Including Area Code
(Former name or former address, if changed since last report)
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-177915 | 45-3751691 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 500 Nickerson Road Marlborough, Massachusetts |
01752-4695 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(617) 497-6222
Registrant’s Telephone Number, Including Area Code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On March 14, 2012, Bitstream Inc. (“Bitstream”) completed its previously spin-off distribution of its wholly-owned subsidiary, Marlborough Software Development Holdings Inc. (“Marlborough”), to the stockholders of Bitstream.
On March 16, 2012, Marlborough received notification that its common stock had been approved for quotation on the over-the-counter bulletin board under the symbol “MBGH” commencing on Monday, March 19, 2012.
A copy of a joint press release of Bitstream and Marlborough announcing the establishment of a trading market for Marlborough’s common stock is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit 99.1 | Press Release of Bitstream Inc. and Marlborough Software Development Holdings Inc. dated March 16, 2012 |
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, EACH REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
| BITSTREAM INC. | ||||||
| Date: March 16, 2012 | By: | /s/ James P. Dore | ||||
| James P. Dore | ||||||
| Vice President and Chief Financial Officer | ||||||
| MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC. | ||||||
| Date: March 16, 2012 | By: | /s/ James P. Dore | ||||
| James P. Dore | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit 99.1 | Press Release of Bitstream Inc. and Marlborough Software Development Holdings Inc. dated March 16, 2012 |
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