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): January 19, 2000
CPS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Texas 00-113959 75-1607857
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
3400 Carlisle, Suite 500
Dallas, Texas 75204
(Address of principal executive offices)
(214) 855-5277
(Registrant's telephone number, including area code)
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Item 3. BANKRUPTCY OR RECEIVERSHIP.
On January 19, 2000, CPS Systems, Inc. (the "Company") filed a voluntary
petition for protection under Chapter 11 of the Federal Bankruptcy Code in the
U.S. Bankruptcy Court for the Northern District of Texas in Dallas. In unison
with the filing the Company announced that it has entered into an agreement with
Tyler Technologies, Inc. ("Tyler") whereby Tyler has agreed to purchase
substantially all of the Company's assets through this bankruptcy process. The
sale is subject to bankruptcy court approval and to the receipt of higher and
better offers for the Company's assets.
Under the purchase agreement, Tyler would (a) contribute to the Company's
capital approximately $1.6 million in Tyler loans and accumulated interest made
to the Company, (b) pay off the Company's senior note payable (Hanifen Imhoff
Mezzanine Fund) and accumulated interest of approximately $2.3 million in Tyler
stock or cash, (c) provide interim debtor-in-possession financing to the Company
during the bankruptcy process, and (d) pay an additional $2.8 million to the
Company subtracted by any funds received from the debtor-in-possession funding.
With total debt obligation exceeding $12.5 million, the Company's common stock
will retain no value as a result of the purchase agreement described above.
A copy of the Company's press release related to the foregoing matters has
been filed with the SEC as an exhibit to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
20.1 Press Release pertaining to voluntary reorganization under
Chapter 11.
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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 hereunto duly authorized.
CPS SYSTEMS, INC.
Date: February 03, 2000 By: /s/ Kevin L. Figge
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Title: Vice President & Chief
Financial Officer
(Chief Financial Officer)
CPS Agrees to Sell Assets to Tyler Technologies Through Bankruptcy Process
DALLAS, Jan. 19 /PRNewswire/ -- CPS Systems, Inc. (the "Company") announced
today that the Company has entered into an agreement with Tyler Technologies,
Inc. (NYSE: TYL) ("Tyler") whereby Tyler has agreed to purchase substantially
all of the Company's assets through a bankruptcy process of the Company. The
Company today filed a Chapter 11 bankruptcy case in Dallas, Texas to accomplish
this result. The sale is subject to bankruptcy court approval and to the receipt
of higher and better offers for the Company's assets. The Company's senior
secured creditor, Hanifen Imhoff Mezzanine Partners, has also agreed to the
sale. The Company hopes to complete the sale in early March, although no dates
have been established by the Bankruptcy Court.
Under the purchase agreement, Tyler would (a) contribute to the Company's
capital the $1.6 million in loans Tyler has made to the Company, (b) pay to
Hanifen approximately $2.3 million in Tyler common stock or cash, at Tyler's
option, to satisfy Hanifen's secured first lien position, (c) provide interim
debtor-in-possession financing to the Company during the bankruptcy process, and
(d) deliver to the Company's unsecured creditors, on a prorated basis, an amount
equal to the difference between $2.8 million and the interim debtor-in-
possession financing used by the Company during the bankruptcy process. With
total debt obligations exceeding $12.5, the Company's common stock will retain
no value. On December 23, 1999, the Company's common stock ceased trading on the
American Stock Exchange.
The Company develops, markets, implements and supports fully integrated
software applications designed specifically for public sector organizations,
including states, counties, townships, city governments and other municipal
agencies. The Company's products address the following functional areas: (i)
property tax appraisal and assessment, (ii) property tax billing and collection,
and (iii) city and municipal systems. The Company has its headquarters in
Dallas, Texas.
SOURCE CPS Systems, Inc.
