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
May 7, 1998
(Date of Report)
SofTech, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 0-10665 #04-2453033
(State or other jurisdic- (Commission (IRS Employer
tion of Incorporation or file number) Identification Number)
organization
3260 Eagle Park Drive, N.E., Grand Rapids, MI 49505
(Address of principal executive offices) (Zip Code)
(616) 957-2330
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition of assets.
On May 7, 1998, SofTech, Inc. (the "Company" or "SofTech") completed the
acquisition of certain assets and assumed certain liabilities of the Adra
Systems, Inc., a Delaware corporation, and all of the capital stock of Adra
Systems, GmbH (collectively "ADRA"). ADRA is a wholly-owned subsidiary of
MatrixOne, Inc., a privately held Delaware corporation with headquarters in
Massachusetts.
ADRA is a technology company that was formed in 1983. Its products are
primarily related to the two dimensional computer aided design ("2D CAD")
marketplace. ADRA markets its products through a combination of a direct
salesforce and independent distributors in North America, Europe and Asia.
Approximately 20,000 seats of ADRA software technology have been sold since
inception with approximately 10,000 seats sold over the last five years. Its
products are utilized by the largest manufacturers in the world for creating
very complex designs and assemblies.
SofTech acquired all of the material assets of the ADRA operation. In the
acquisition, SofTech acquired assets with a net book value of approximately $5.0
million (unaudited) and a defined list of liabilities with a net book value of
approximately $4.5 million (unaudited). The assets acquired were primarily
composed of accounts receivable and fixed assets including office furniture and
computer equipment. The Company also acquired all intellectual property rights,
as defined in the Asset Purchase Agreement, used in the ADRA operations. The
Company intends to continue to utilize such physical assets acquired in the
business.
The purchase price for the acquired assets was $11.4 million of which $7.0
million was paid at the closing and $4.4 million is due within 60 days. In
addition, contingent cash payments of up to $2.2 million could be due if certain
license revenue goals are attained over the twelve month period immediately
following the transaction. The source of the funds for the initial cash payment
of $7.0 million came from a $5.0 million subordinated debt facility with
Greenleaf Capital, Inc. ("Greenleaf"). Greenleaf also provided a $2.5 million
bridge loan that will be repaid immediately upon completion of the senior debt
facility. The Company is currently working to complete its senior debt facility
that will allow it to pay off the $2.5 million bridge loan and the $4.4 million
deferred payment due MatrixOne. This acquisition will be accounted for under the
purchase accounting methodology.
The $5.0 million subordinated debt facility carries an interest rate of
10.5%, payable monthly, is due on December 31, 2002, and carries a 1% commitment
fee due immediately. In addition, the facility provides Greenleaf with warrants
to purchase up to a maximum of 300,000 shares of SofTech stock at an exercise
price of $8.00 per share through December 31, 2002. The number of warrants
earned by Greenleaf is a function of the amount owed under the debt facility at
various dates in the future. The following table outlines those dates and
amounts:
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Cumulative
Date Borrowing # of Warrants
---- --------- -------------
December 31, 2000 $2.0 million 120,000
December 31, 2000 3.0 million 180,000
December 31, 2001 4.0 million 240,000
December 31, 2002 5.0 million 300,000
The bridge loan carries an interest rate of 12%, payable monthly, and a
commitment fee of 1%.
William D. Johnston, a director of SofTech since September 1996, is the
President of Greenleaf. Management sought and received non-binding commitments
from several sources for the subordinated debt facility and the bridge loan that
were ultimately provided by Greenleaf. Management recommended and the Board of
Directors, other than Mr. Johnston who abstained from such vote, unanimously
approved the transaction with Greenleaf.
Item 7. Financial Statements and Exhibits
(a) It is impracticable to provide, at this time, the required audited
financial statements for ADRA. These financial statements will be provided
within sixty days of May 22, 1998.
(b) It is impracticable to provide, at this time, the required pro forma
financial statements for the acquisition described above. These pro forma
financial statements will be provided within sixty days of May 22, 1998.
(c) Exhibit filed as part of this report:
2.1 Asset Purchase Agreement dated May 7, 1998 by and among SofTech,
Inc., Adra Systems, Inc., Adra Systems, GmbH, and MatrixOne, Inc.
<PAGE>
List of Omitted Schedules and Exhibits to the Asset Purchase Agreement
Pursuant to Item 601 (b) (2) of Regulation S-K, SofTech, Inc. agrees to
furnish supplementally a copy of any omitted schedules and Exhibits to the
Securities and Exchange Commission upon request.
Index of Schedules
Schedule 1.1 Subject Assets
Schedule 1.1(a) Excluded Assets
Schedule 1.2 Obligations Assumed by Buyer per March 28, 1998 Balance
Sheet
Schedule 2.3 Subsidiaries
Schedule 2.5 Agreements Which Sale Would Breach
Schedule 2.6(b) Leased Properties
Schedule 2.6(c) Fixed Assets
Schedule 2.7 Financial Statements for FY98
Schedule 2.8(b) Tax Returns
Schedule 2.9(a) Accounts Receivable
Schedule 2.9(b) Allowance for Doubtful Accounts
Schedule 2.11 Contracts and Licenses
Schedule 2.12 Litigation
Schedule 2.15 Corporate Records
Schedule 2.16 Employee Benefit Plans
Schedule 2.18(a) Directors and Officers
Schedule 2.18(b) ADRA Suppliers: Aggregate Payments Greater than $10,000
Schedule 2.20 (a) Current Employees
Schedule 2.20(b) Terminated Employees
Schedule 2.21(a) Revenue by Customer Greater than $10,000 for Each of Fiscal
Years Ended June 30, 1996 and 1997 and for the Nine Months
Ended March 31, 1998
Schedule 2.21(b) Installed Base
Schedule 2.22 Proprietary Rights
<PAGE>
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 thereunto duly authorized.
SofTech, Inc.
(Registrant)
By /s/ Joseph P. Mullaney
Joseph P. Mullaney
Vice President and CFO
<PAGE>
Execution Copy
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement (the "Agreement") dated as of May 7, 1998 by and
among SofTech, Inc., a Massachusetts corporation (the "Buyer" or "SofTech"),
Adra Systems, Inc., a Delaware corporation, Adra Systems, GmbH, ("Adra GmbH") a
wholly-owned subsidiary of MatrixOne, Inc. (collectively the "Seller" or "ADRA")
and MatrixOne, Inc., a Delaware corporation which owns all of the outstanding
stock of ADRA (the "Parent").
WITNESSETH
WHEREAS, subject to the terms and conditions hereof, Seller desires to sell
substantially all of the properties and assets of ADRA and all of the
outstanding shares of capital stock of Adra GmbH, and Parent has authorized
Seller to effect such sale; and
WHEREAS, subject to the terms and conditions hereof, Buyer desires to
purchase said properties and assets of Seller for the consideration specified
herein and the assumption by Buyer of certain liabilities and obligations of
Seller specified herein;
NOW, THEREFORE, in order to consummate said purchase and sale and in
consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:
Section 1
PURCHASE AND SALE OF ASSETS
1.1 Sale of Assets. Subject to the provisions of this Agreement, on the date
this Agreement is signed (the "Closing"), at such time and place as shall be
determined by mutual agreement of the parties, Seller agrees to sell and Buyer
agrees to purchase, all of the Seller's right, title and interest in and to the
properties and assets used primarily in the business of ADRA (collectively, the
"Business") of every kind and description, tangible and intangible, real,
personal or mixed, and wherever located, including, without limitation, all
assets shown or reflected on the Base Balance Sheet (as defined in Section 2.7
hereof) and listed on Schedule 1.1 (except for those disposed of or converted
into cash after the date of such Balance Sheet, in each case in the ordinary
course of business), the capital stock of Adra GmbH, and all of the Proprietary
Rights (as defined in Section 2.22 below); provided, however, that the following
property shall be excluded from such purchase and sale:
<PAGE>
(a) Seller's corporate seals, corporate franchise, organizing or governing
documents, By-laws, stock record books, corporate record books containing
minutes of meetings of directors and stockholders and such other records as have
to do exclusively with Seller's organization or stock capitalization
(collectively, the "Corporate Records");
(b) All refunds of any Taxes for which Seller, Parent or Adra GmbH is
liable; Seller's tax and accounting records; provided, however, that Seller
shall provide Buyer with access to these documents in accordance with Section
2.15 hereof;
(c) All cash on hand, cash overdraft positions, bank deposits and cash
equivalents of or associated with the Business wherever conducted as of the
Closing Date; and
(d) any assets of the Business sold or otherwise disposed of or converted
into cash in the ordinary coarse of business after the March 31, 1998 Balance
Sheet up to and including the Closing Date.
The assets, property and business of Seller to be sold to and purchased by Buyer
under this Agreement are hereinafter sometimes referred to as the "Subject
Assets", and the assets, property and business of Seller to be excluded from the
sale to Buyer are hereinafter sometimes referred to as the "Excluded Assets" and
are detailed at Schedule 1.1(a).
1.2 Limited Assumption of Liabilities. Upon the sale and purchase of the Subject
Assets, Buyer shall assume and agree to pay or discharge when due in accordance
with their respective terms, those liabilities listed on Schedule 1.2, including
without limitation all obligations of Seller reflected on the March 31, 1998
Balance Sheet and other obligations incurred following such Balance Sheet Date
in the ordinary coarse of business, all obligations on contracts listed on
Schedule 2.11 and which contracts have been provided to Buyer, all liabilities
in respect of Taxes for which Buyer is responsible, any warranty or other
obligations to provide service on, or to repair or replace, any products sold by
ADRA prior to the Closing Date. Buyer shall not assume or be liable for any
liabilities or obligations of Seller arising at or prior to the Closing unless
identified herein or on Schedule 1.2. Without limiting the foregoing, Buyer
shall not assume and shall not pay any of the following liabilities or
obligations:
(a) liabilities incurred by Seller in connection with this Agreement, and
the transactions provided for herein, including, without limitation, counsel and
accountants' fees, salary continuation arrangements extended to ADRA employees
and severance arrangements incurred by or for the account of Seller, or
committed to by Seller, in each case prior to the Closing Date, and expenses
pertaining to the performance by Seller of its obligations hereunder whenever
incurred;
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(b) subject to Section 1.10 hereof, Taxes (as defined in Section 2.8
hereof) payable by Seller, except for Taxes related to the Subject Assets with
respect to periods ending after the Closing Date. Buyer shall not be responsible
for any income related Taxes incurred by Seller prior to the Close Date;
(c) liabilities of Seller with respect to any options, warrants, agreements
or convertible or other rights to acquire any shares of its capital stock of any
class; and
(d) liabilities in connection with or relating to any actions, suits,
claims, proceedings, demands, assessments and judgments, costs, losses,
liabilities, damages, deficiencies and expenses (whether or not arising out of
third-party claims but in each and every case exclusively arising out of the
conduct of the Business before the Closing Date), except for liabilities related
to the Subject Assets with respect to periods ending after the Closing Date
including, without limitation, interest, penalties, attorneys' and accountants'
fees and all amounts paid in investigation, defense or settlement of any of the
foregoing.
The liabilities to be assumed by the Buyer under this Agreement are hereinafter
sometimes referred to as the "Liabilities" and the liabilities which are not
assumed by Buyer under this Agreement are hereinafter sometimes referred to as
the "Excluded Liabilities". The assumption of said Liabilities by Buyer
hereunder shall not enlarge any rights of third parties under contracts or
arrangements with Buyer or Seller, and nothing herein shall prevent Buyer or
Seller from contesting in any manner any of said Liabilities.
1.3 Base Purchase Price and Payment. In reliance upon the representations and
warranties of the Seller herein contained and made at the Closing and in full
consideration of the terms and conditions hereof and the sale by Seller to Buyer
of the Subject Assets, SofTech shall deliver (the "Base Purchase Price") to the
Seller at the Closing the sum of $5,000,000 by wire transfer of immediately
available funds to such account(s) as Seller shall designate and $2,000,000 in
the form of a SofTech check from Fleet Bank, Boston, Massachusetts.
1.4 Additional Purchase Price: Deferred Payments. In addition to the cash paid
to Seller by Buyer at the Closing, additional cash payments of $4,400,000 (not
dependent in any way on the performance of the Business) shall be due on the
sixtieth day immediately following the transaction Closing Date (the "Deferred
Payments"). The Buyer shall execute a note for the Deferred Payments and a
Common Stock Purchase Warrant at the Closing in the forms appended hereto as
Exhibits A and B.
1.5 Additional Purchase Price: Contingent Payments. In addition to the cash paid
to the Seller by the Buyer at the Closing and the Deferred Payments, additional
payments will be due the Seller from the Buyer in cash in the event that either
of two alternative software license revenue goals are achieved in the two six
month periods (the "Measurement Periods") immediately following the transaction
Closing Date. The goals and the percentage of license revenue to be due for each
of the two Measurement Periods shall be as follows:
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ADRA License % of License
Revenue Goals Revenue
------------- ------------ -
Less than $2,750,000 0
Equal to or more than $2,750,000 25.3% of the Business software license
revenue up to a maximum of $1,100,000;
OR
SofTech License % of License
Revenue Goals Revenue
------------- ------------ -
Less than $7,350,000 0
Equal to or more than $7,350,000 9.4% of consolidated SofTech software
license revenues up to a maximum of
$1,100,000.
Each of the two six-month Measurement Periods will be measured independent of
one another and Buyer will pay Seller the higher of the two payments calculated
under the two alternative methods. The Business software license revenue shall
be comprised of all revenues generated from the license of all of the Business
software products purchased by Buyer in this transaction (including revenue from
future versions and enhancements of existing Business software but specifically
excluding maintenance revenue). The SofTech software license revenue shall be
comprised of all revenues generated from the license of all proprietary and
third party software products marketed by SofTech including all Business
products during the applicable Measurement Period.
In no event shall the Contingent Payments exceed $1,100,000 for either of the
Measurement Periods or $2,200,000 for both periods. Contingent Payments earned
in respect of either Measurement Period shall be paid to Seller within 30 days
of the end of the applicable Measurement Period. Buyer's records with respect to
revenue generated from the license of ADRA and other software products in
respect of the Measurement Periods will be subject to audit by Seller or its
agents during regular business hours with reasonable notice.
1.6 Allocation of Purchase Price. Both parties agree that the Base Purchase
Price and Deferred Payments of $11.4 million will be allocated as follows:
Software purchased $10,000,000
Net tangible assets 250,000
Goodwill 1,050,000
Capital stock of Adra GmbH 100,000
-----------
Total $11,400,000
<PAGE>
The parties further agree that the Contingent Payments shall be allocated to
Software purchased. The parties agree that the amounts so allocated are fair
measures of the market value of the software and net tangible assets (except
that the tangible assets reflect accrued liabilities of approximately $600,000
by the Buyer for transaction costs as compared with Sellers net tangible assets
sold of approximately $850,000) based on assumptions regarding current market
information, replacement value, projected cash flow from expected revenue and
experience from marketing such assets to other interested parties, and the
parties agree to file all required reports with the Internal Revenue Service
consistent with the foregoing.
1.7 Transfer of Subject Assets. Unless waived by Buyer at the Closing, Seller
shall deliver or cause to be delivered to Buyer good and sufficient instruments
of transfer transferring to Buyer title to all Subject Assets. Such instruments
of transfer (a) shall be in the form (not inconsistent with the provisions
hereof) which are usual and customary for transferring the type of property
involved under the laws of the jurisdictions applicable to such transfers, (b)
shall be in form and substance reasonably satisfactory to Buyer and its counsel,
and (c) shall effectively vest in Buyer good and marketable title to all the
Subject Assets free and clear of all liens, restrictions and encumbrances not
shown or reflected on the Base Balance Sheet except anything arising from
actions of Buyer and except for such liens as are identified on the Disclosure
Schedule with respect to which Buyer shall take the assets subject to such
liens. Notwithstanding anything to the contrary in this Agreement, title to (i)
Seller's assets (tangible and intangible) located in France, (ii) the stock of
Adra Systems, GmbH, and (iii) contracts which the Seller and/or Parent requires
a sublicense of rights under prior to assigning same to Buyer, shall pass as
promptly as reasonably an commercially practicable following the Closing.
1.8 Delivery of Records and Contracts. At the Closing, Seller shall deliver or
cause to be delivered to Buyer all of Seller's leases, contracts, commitments,
agreements applicable to the ADRA business (including without limitation
non-competition agreements) and rights, with such assignments thereof and
consents to assignments as are necessary to assure Buyer of the full benefit of
the same. Buyer in its sole discretion may waive the obtainment of any necessary
consent or assignment prior to the Closing, in which case Seller's sole
obligation with respect thereto will be to use reasonable efforts to cooperate
with Buyer in obtaining same following the Closing. Seller shall also deliver to
Buyer at the Closing all of Seller's business records, tax returns, books and
other data, in each case relating to the Business (except corporate records and
other property of Seller excluded under Section 1.1 as to which only copies need
to be delivered in accordance with such Section), and Seller shall take all
reasonable steps to put Buyer in actual possession and operating control of the
ADRA assets and Business.
1.9 Further Assurances. Seller from time to time after the Closing at the
request of Buyer and without further consideration shall execute and deliver
further instruments of
<PAGE>
transfer and assignment and take such other action as Buyer may reasonably
require to more effectively transfer and assign to, and vest in, Buyer each of
the Subject Assets. Seller shall cooperate with Buyer to permit Buyer to enjoy
Seller's rating and benefits under the workman's compensation laws and
unemployment compensation laws of the applicable jurisdictions, to the extent
permitted by such laws.
1.10 Sales and Transfer Taxes. All sales, use, value added, and transfer taxes,
fees and duties under applicable law incurred in connection with this Agreement
or the transactions contemplated thereby will be shared equally by Buyer and
Seller whether imposed by federal, state, local or foreign governmental
authorities.
Section 2
REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 Making of Representations and Warranties. As a material inducement to Buyer
to enter into this Agreement and consummate the transactions contemplated
hereby, Seller and Parent, jointly and severally, hereby make to Buyer the
representations and warranties contained in this Section 2, (all such
representations and warranties be deemed to be supplemented or conditioned by
any material contained the disclosure schedule).
2.2 Organization and Qualification of ADRA. ADRA is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware with full corporate power and authority to own or lease its properties
and to conduct its business in the manner and in the places where such
properties are owned or leased or such business is currently conducted. The
copies of ADRA's Certificate of Incorporation and bylaws, as amended to date,
certified by the Secretary of State of the State of Delaware are complete and
correct, and no amendments are pending or contemplated. ADRA is not required to
be licensed or qualified to conduct its business or own its property in any
other jurisdiction in which it is not qualified except in any jurisdiction where
the failure to so qualify will not have a material adverse effect on ADRA.
2.3 Subsidiaries. ADRA has no subsidiaries and does not own any securities
issued by, and has not loaned any funds to, any other business organization or
governmental authority other than those listed on Schedule 2.3.
2.5 Authority. Seller has full right, authority and power to enter into this
Agreement and each agreement, document and instrument to be executed and
delivered by Seller pursuant to this Agreement and to carry out the transactions
contemplated hereby. The execution delivery and performance by Seller of this
Agreement and each such agreement, document and instrument have been fully
authorized by all necessary action of Seller and no other action on the part of
Seller is required in connection therewith. The execution, delivery and
performance of this Agreement by Seller does not and will not: (a) violate any
provision of the Certificate of Incorporation or bylaws; (b) violate any laws of
the United States, or any state or other jurisdiction applicable to Seller or
require Seller to obtain any approval, consent or waiver of, or make any filing
with, any person
<PAGE>
or entity that has not been obtained or made; and (c) result in a material
breach of, constitute a material default under, accelerate any material
obligation under, or give rise to a right of termination of any material
contract, agreement, or lease to which Seller is a party except as set forth on
Schedule 2.5.
2.6 Status of Tangible Property.
(a) No Real Property Owned. - Seller does not currently, nor has Seller ever in
the past, owned any real property.
(b) Leased Real Property. All real property leased by Seller as tenant or lessee
and used in the ADRA business is listed on Schedule 2.6(b). Copies of all the
leases have been provided to Buyer and are complete, accurate, true and correct.
Each of the Leases is in full force and effect on the terms set forth therein
and have not been modified, amended or altered, in writing or otherwise.
(c) Personal Property. A complete list of machinery, equipment, furniture,
fixtures, leasehold improvements and all other tangible personal property owned
or leased by Seller and used in the ADRA business is listed on Schedule 2.6(c).
Seller has good and valid, legal title to all of the personal property owned by
it and used in the Business, free and clear of all claims, liens and
encumbrances and all of its equipment leases are valid and no default exists
under any such lease. All such personal property is being sold to Buyer on an
"as is, where is" basis.
2.7 Financial Statements.
(a) Buyer has received the following financial statements related to the actual
performance and the financial position of the ADRA business, copies of which are
attached hereto as part of Schedule 2.7: balance sheets as of June 27, 1997 and
March 28, 1998; and statements of income and cash flows for the nine months
ended March 28, 1998; and statements of revenue for the twelve months ended June
27 1997 and June 29, 1996. Said financial statements are complete, true,
accurate and correct, have been prepared in accordance with generally accepted
accounting principles applied consistently during the periods covered thereby,
and present fairly the financial condition of the Business at the dates of said
statements and the results of its operations for the periods covered thereby.
The balance sheet of ADRA as of March 28, 1998 is hereafter referred to as the
"Base Balance Sheet".
(b) As of the date hereof, ADRA had no liabilities of any nature that would be
required to be disclosed in accordance with generally accepted accounting
principles, whether accrued, absolute, contingent or otherwise, asserted or
unasserted except liabilities (i) stated or adequately reserved against on the
Base Balance Sheet, or (ii) specifically reflected on the Schedules furnished to
Buyer hereunder as of the date hereof, or (iii) incurred in the ordinary course
of business since the date of the Base Balance Sheet.
<PAGE>
2.8 Taxes.
(a) Seller has paid or caused to be paid all federal, state, local, foreign and
other taxes, including, without limitation, income taxes, estimated taxes,
alternative taxes, excise taxes, sales taxes, use taxes, value-added taxes,
gross receipts taxes, capital stock taxes, franchise taxes, employment and
payroll related taxes, withholding taxes, property taxes, whether or not
measured in whole or part by net income, and all deficiencies, or other
additions to tax, interest, fines and penalties owed by it (collectively,
"Taxes") required to be paid by it through the date hereof whether disputed or
not.
(b) Seller has, in accordance with applicable law, filed all federal, state,
local and foreign tax returns required to be filed by it through the date
hereof, and all such returns correctly and accurately set forth the amount of
any Taxes relating to the applicable period. Schedule 2.8(b) lists all federal,
state, local and foreign income tax returns filed by Seller for the fiscal year
ended June 30, 1995, 1996 and 1997 with notation as to those returns that have
been audited or are currently being audited. Seller has delivered to Buyer a
complete and correct copy of each of those returns listed and all examination
reports and statements of deficiencies assessed against or agreed to by Seller
with respect to such returns.
2.9 Accounts Receivable.
(a) Except as set forth in the Schedule 2.9(a) attached hereto, all of the
accounts receivable of ADRA shown or reflected on the Base Balance Sheet or
existing on the date hereof are valid and enforceable claims, fully collectible
and subject to no set-off or counterclaim except to the extent of the reserve
established for doubtful accounts as of the Base Balance Sheet. Schedule 2.9(a)
is the detailed aging of accounts receivable as of March 28, 1998 reconciled to
the balance sheet of the same date. ADRA has no accounts or loans receivable
from any person, firm or corporation which is affiliated with ADRA or from any
of its directors, officers, employees or shareholders except intercompany
accounts which have been eliminated in the ordinary consolidation process.
(b) Schedule 2.9(b) presents a rollforward, by fiscal year, of the allowance for
doubtful accounts from June 30, 1995 through March 31, 1998 by fiscal year
detailing the additions to the reserve and the accounts written off against the
reserve. Seller represents that since June 30, 1995 all uncollectible accounts
have been written off against such reserve and no revenue reversals or direct
write offs have been recorded except as reflected on Schedule 2.9(b) to be
delivered post Closing.
2.10 Absence of Certain Changes. Since the date of the Base Balance Sheet there
has not been:
(a) any material adverse change in the financial condition, properties, assets,
liabilities, business or operations of the Business;
<PAGE>
(b) any material contingent liability incurred by the Business as guarantor or
otherwise with respect to the obligations of others or any cancellation of any
debt or claim owing to, or waiver of any right of Seller;
(c) any material obligation or liability of any nature incurred by Seller,
whether accrued, absolute, contingent or otherwise, asserted or unasserted,
other than obligations and liabilities incurred in the ordinary course of
business consistent with the terms of this Agreement;
(d) any purchase, sale or other disposition, or any agreement or other
arrangement for the purchase, sale or other disposition, of any assets of Seller
other than in the ordinary course of business;
(e) any labor trouble or claim of unfair labor practices involving Seller; any
change in compensation by Seller to any officers, employees, agents or
independent contractors other than normal merit increases in accordance with its
usual practices, or any bonus payment or arrangement made to or with any of such
officers, employees, agents or independent contractors;
(f) any payment or discharge of a lien or liability of Seller which was not
shown on the Base Balance Sheet or incurred in the ordinary course of business
thereafter;
(g) any change in accounting methods or practices, credit practices or
collection policies used by Seller;
(h) any agreement or understanding, whether in writing or otherwise, for Seller
to take any of the actions specified in paragraphs (a) through (g) above; or
(i) any material change in relations with customers, suppliers, employees,
consultants, distributors, or independent contractors.
2.11 Contracts. Schedule 2.11 is a complete list of all material written and
oral contracts, commitments, plans, agreements and licenses to which Seller is a
party relating to ADRA. Seller is not a party to any other material contract,
commitment, plan, agreement or license relating to the Business that is not
described on Schedule 2.11.
Seller is not in material default under any such contracts, commitments,
plans, agreements or licenses described on Schedule 2.11 and has no knowledge of
conditions or facts which with notice or passage of time, or both, would
constitute default. To the knowledge of Seller, no other party to any such
contract, commitment, plan, agreement or license is in default thereunder.
2.12 Litigation. There is no litigation or governmental or administrative
proceeding or investigation pending against Seller or threatened against Seller
which is reasonably likely to have a material adverse effect on Seller's assets,
prospects, financial condition
<PAGE>
or business or which would prevent or hinder the consummation of the
transactions contemplated by this Agreement.
2.13 Compliance with Laws. Seller is in compliance in all material respects with
all applicable statutes, ordinances, orders, rules and regulations promulgated
by any federal, state, municipal or governmental authority which apply to the
conduct of its business, and Seller has not received written notice of a
violation or alleged violation of any such statute, ordinance, order, rule or
regulation.
2.15 Corporate Records. The corporate record books of ADRA record all material
corporate action taken by its stockholders and board of directors and committees
thereof. The copies of the ADRA's Corporate Records delivered to Buyer are true
and complete copies of the originals of such documents. Seller has provided
Buyer with access to all tax and accounting records in order to perform its due
diligence procedures. Seller represents that such tax and accounting records are
complete.
2.16 Employee Benefit Plans. Schedule 2.16 lists and describes all employee
benefit plans that have been offered to employees of the ADRA business since
inception through the Closing Date. Seller has provided Buyer with complete
copies of all documents embodying or governing such Plans.
2.17 Environmental Matters. ADRA has never generated, transported, used, stored,
treated, disposed of or managed any Hazardous Waste. No Hazardous Material has
ever been or is threatened to be spilled, released or disposed of by or on
behalf of ADRA at any site presently or formerly owned, operated, leased or used
by ADRA. For the purposes of this Section 2.17, (i) "Hazardous Material" shall
mean and include any hazardous waste, hazardous material, hazardous substance,
petroleum product, oil, toxic substance, pollutant, contaminant, or other
substance which may pose a threat to the environment or to human health or
safety, as defined or regulated under any Environmental Law; (ii) "Hazardous
Waste" shall mean and include any hazardous waste as defined or regulated under
any Environmental Law; (iii) "Environmental Law" shall mean any environmental or
health and safety-related law, regulation, rule, ordinance, or by-law at the
foreign, federal, state, or local level, whether existing as of the date hereof,
previously enforced, or subsequently enacted; and (iv) "Seller" shall mean and
include Seller and all other entities for whose conduct Seller is or may be held
responsible under any Environmental Law.
2.18 Directors, Officers, and Suppliers.
(a) Schedule 2.18(a) is a true and complete list of all current directors and
officers of Seller. Neither the Seller nor, to Seller's knowledge, any other
director or officer of Seller, owns, directly or indirectly, on an individual or
joint basis, any material interest in, or serves as an officer, director,
employee of or consultant to, any customer, competitor or supplier of ADRA or
any organization that has a material contract or arrangement with or lease of
real or personal property to the Business.
<PAGE>
(b) Schedule 2.18(b) is a true and complete list of the suppliers of ADRA to
whom ADRA has made a payment of $10,000 or more during or with respect to the
fiscal year ended June 30, 1997 or during the nine month period ended March 31,
1998 showing with respect to each, the name, address and dollar volume involved.
2.19 Disclosure. To the knowledge of Seller, the representations, warranties and
statements contained in this Agreement and in the certificates, exhibits and
schedules delivered by ADRA to Buyer pursuant to this transaction do not contain
any untrue statement of a material fact.
2.20 Employees and Labor Matters.
(a) As of the date hereof, Seller employs 76 full-time employees and 2 part-time
employees in the ADRA business and generally enjoys a good employer-employee
relationship. Schedule 2.20(a) sets forth the name, position, pay rate,
full-time or part-time status, date of hire, annual review date and exempt or
non-exempt status of each of ADRA's employees. Seller has no knowledge that any
employee of the Business does not plan to accept employment with Buyer other
than as detailed on Schedule 2.20(a).
(b) Schedule 2.20(b) is a list of all employees that have terminated employment,
for any reason, voluntarily or otherwise, with ADRA over the last nine (9)
months with a brief description of the circumstances of such termination. Also
included on said Schedule is a description of the former position held by the
former employee and the pay rate of said former employee.
Seller is not delinquent in payments to any of its employees, past or
present, for any wages, salaries, commissions, bonuses or other direct
compensation for any services provided or amounts required to be reimbursed,
relating to the Business. There are no workers' compensation or other similar
claims filed against Seller, and the Seller does not know of any injury or other
event that may give rise to any such claim, relating to the Business. There are
no charges of employment discrimination or unfair labor practices that have been
filed against or involving Seller, relating to the Business. There are no
grievances, complaints, or charges that have been filed against Seller, relating
to the Business. Seller is, and has been at all times since its effective date,
in compliance with the requirements of the Immigration Reform Control Act of
1986, relating to the Business. Seller's payroll systems and classification of
employees is and for 18 months prior to the Closing has been consistent with and
in compliance with the requirements of the Fair Labor Standards Act, as amended,
and any and all applicable state minimum wage and overtime laws, relating to the
Business.
2.21 Customers and Distributors.
(a) As of the date hereof, Schedule 2.21(a) sets forth any representative,
distributor or direct customer who accounted for more than $100,000 of revenue
to the Business in any of the fiscal years ended June 30, 1996 and 1997 or for
the nine month period ended March 28, 1998. The Schedule shall include customer
name and dollar amount
<PAGE>
purchased. Schedule shall also quantify the sales in units to distributors
during each of fiscal years 1996, 1997 and for the nine months ended March 28,
1998.
(b) Schedule 2.21(b) is a complete list of all license sales of ADRA products by
customer from inception through April 30, 1998 and is hereinafter defined as the
Installed Base. Such Schedule identifies those customers currently on
maintenance and those customers that continue to use the products purchased but
are no longer on maintenance. This listing of Installed Base includes customer
name, location, contact person, phone number, fax number and other pertinent
information available from the books and records of ADRA. Seller represents that
to its knowledge such listing is complete and accurate in all material respects.
2.22 Proprietary Rights.
(a) "Proprietary Rights" means all of the following owned by, issued to or
licensed to Seller and used exclusively in the Business, and any and all
corresponding rights that, now or hereafter, may be secured throughout the
world: patents, patent applications, patent disclosures and inventions (whether
or not patentable and whether or not reduced to practice) and any reissues,
continuations, continuations-in-part, revisions, extensions, or reexaminations
thereof; trade marks, service marks, trade dress, logos, trade names, corporate
names, together with all goodwill associated therewith; copyrights and
copyrightable works; and registrations, applications and renewals for any of the
foregoing; trade secrets and confidential information (including, without
limitation, ideas, formulae, compositions, know-how, manufacturing and
production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data, financial
and accounting data, business and marketing plans, and customer and supplier
lists and related information); computer software (including, without
limitation, data, data bases and documentation); other intellectual property
rights; and all copies and tangible embodiments of the foregoing (in whatever
form or medium), in each case including, without limitation, the items set forth
in Schedule 2.22 attached hereto.
(b) Schedule 2.22 sets forth a complete list of all: (i) patented or registered
Proprietary Rights and pending patent applications or other applications for
registrations of Proprietary Rights owned or filed by or on behalf of ADRA; (ii)
all material trade names and material unregistered trademarks and service marks
owned by ADRA and used exclusively in the Business; (iii) all material software
owned by ADRA and licensed to third parties exclusively through the Business
("Material Software"); and (iv) all licenses or similar agreements under which
ADRA is the licensee of any Proprietary Rights.
(c) Except as set forth in Schedule 2.22: (i) to its knowledge, ADRA owns and
possesses all right, title and interest in and to, or has a valid and
enforceable license to use, the Proprietary Rights reasonably necessary for the
operation of the Business as currently conducted, free and clear of all liens,
licenses, security interests, encumbrances and other restrictions, (ii) no claim
by any third party contesting the validity,
<PAGE>
enforceability, use or ownership of any of the Proprietary Rights has been made,
is currently outstanding or, to its knowledge, is threatened, (iii) to its
knowledge, the conduct of the Business has not infringed, misappropriated or
otherwise conflicted with any intellectual property rights of any third parties,
and ADRA has not received any notices of, and is not aware of any facts which
indicate a likelihood of, any infringement or misappropriation by, or conflict
with, any third party with respect to the Proprietary Rights (including any
demands by third parties that ADRA take a license of any intellectual property
for use in the Business); and (iv) to its knowledge, no independent contractor
developed or assisted in the development of any other Material Software, except
in accordance with a written agreement assigning to ADRA or Parent such
independent contractor's right, title and interest in such Material Software.
(d) ADRA has taken all steps required to maintain and protect the Proprietary
Rights. Such steps have included, but are not limited to: (i) the affixation of
all copyright notices required by U.S. law to all copies of Material Software
and the documentation related thereto; (ii) distribution of source code of
Material Software (A) to employees, consultants, contractors and potential
investors, only subject to appropriate confidentiality agreements or (B) to
customers of the Business, only subject to license agreements; and (iii)
disclosure of material confidential information of the Business (including but
not limited to source code and systems documentation for Material Software) only
to persons who require access to such information for the Business, and only
subject to written confidentiality agreements.
2.23 Warranty. Except as expressly provided herein, Seller and/or Parent make no
warranty of any kind whatsoever, including, without limitation, any
representation as to physical condition, suitability for a particular use, value
of assets or future earnings or performance of the ADRA Business. All implied
warranties of merchantability and fitness for a particular purpose are expressly
excluded.
Section 3
REPRESENTATIONS AND WARRANTIES OF SOFTECH
3.1 Making of Representations and Warranties. As a material inducement to
Sellers to enter into and to consummate the transactions contemplated by this
Agreement, Buyer hereby represents and warrants the following:
(a) SofTech is duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts with full corporate power and
authority to own or lease its properties and to conduct its business in the
manner and in the places where such properties are owned or leased or such
business is conducted by them.
(b) SofTech has the full right, authority and power to enter into this Agreement
and each agreement, document and instrument to be executed and delivered
pursuant to this Agreement and to carry out the transactions contemplated
hereby. The execution, delivery and performance by SofTech of this Agreement has
been duly authorized by all
<PAGE>
necessary corporate action of SofTech, and no other action on the part of
SofTech or its Board of Directors or shareholders is required in connection
therewith.
3.2 Disclosure. To the knowledge of Buyer, the representations, warranties and
statements contained in this Agreement and in the certificates, exhibits and
schedules delivered by Buyer to Seller pursuant to this transaction do not
contain any untrue statement of a material fact.
3.3 SEC Documents. Buyer has furnished or made available to Seller a true and
complete copy of its definitive proxy statement in connection with the annual
meeting of its Stockholders, its annual report and Form 10-K for the fiscal year
ended May 31, 1997, its current reports on Form 8-K and any other document dated
prior to the date of this Agreement which Buyer filed under the Securities and
Exchange Act of 1934 after the filing of such Form 10-K (collectively, the "SEC
Documents"), which are all of the documents (other than preliminary material)
that Buyer was required to file with the Commission since such date. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act of 1933, or the Securities Exchange Act of
1934, as the case may be, and the rules and regulations of the Commission
thereunder applicable to such SEC Documents, and, to the knowledge of Buyer,
none of the SEC Documents, as of their respective dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The consolidated
financial statements of Buyer included in the SEC Documents complied as to form
in all material respects with the published rules and regulations of the
Commission with respect thereto, were prepared in accordance with GAAP applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto or, in the case of the unaudited statements, as permitted by
Rule 10-01 of Regulation S-X) and fairly presented in accordance with applicable
requirements of GAAP (subject, in the case of the unaudited statements, to
normal recurring adjustments, none of which will be material) the consolidated
financial position of Buyer as of their respective dates and the consolidated
results of operations and consolidated cash flows of Buyer for the periods
presented therein.
3.4 Litigation. Except as disclosed in the SEC Documents, there is no litigation
or governmental or administrative proceeding or investigation pending against
Buyer which is reasonably likely to have a material adverse effect on Buyer's
assets, prospects, financial condition or business or which would prevent or
hinder the consummation of the transactions contemplated by this Agreement or
performance by Buyer of its obligations under this Agreement.
3.5 Compliance with Laws. Buyer is in compliance in all material respects with
all applicable statutes, ordinances, orders, rules and regulations promulgated
by any federal, state, municipal or governmental authority which apply to the
conduct of its business, and Buyer has not received any notice of a violation or
alleged violation of any statute, ordinance, order, rule or regulation.
<PAGE>
Section 4
INDEMNIFICATION
4.1 Indemnification by the Sellers. Each Seller, jointly and severally, agrees
to indemnify and hold Buyer and their respective subsidiaries, officers,
directors, partners or employees harmless from and against any damages,
diminution in value, liabilities, losses, claims, taxes or expenditures of any
kind or nature whatsoever which may be sustained or suffered by any of them
arising out of or based upon any other breach of any representation, warranty or
covenant under this Agreement or in any agreement, certificate, schedule or
exhibit delivered pursuant hereto, or by reason of any claim, action or
proceeding asserted or instituted growing out of any matter or thing
constituting a breach of such representation, warranty, covenant or agreement,
in each case to the extent a claim for indemnity with respect thereto is
asserted within the time period specified in Section 4.6.
4.2 Indemnification by SofTech. SofTech agrees to indemnify and hold Seller
harmless from and against any damages, liabilities, losses, taxes or
expenditures of any kind or nature whatsoever which may be sustained or suffered
by any of them arising out of or based upon any breach of any representation,
warranty, covenant or agreement under this Agreement or in any agreement,
certificate, schedule or exhibit delivered pursuant hereto, or by reason of any
claim, action or proceeding asserted or instituted growing out of any matter or
thing constituting a breach of such representation, warranty, covenant or
agreement, in each case to the extent a claim for indemnity with respect thereto
is asserted within the time period specified in Section 4.6.
4.3 Notice and Defense of Claims. In the event of a claim arising under the
indemnification provisions detailed above, the party making the claim shall do
so in writing to the person or persons responsible for the indemnification. The
party receiving such claim has 30 days to review the written notification and
either agree the claim is valid or dispute such claim in writing to the other
party, or contend that liability might be properly asserted but that a claim for
a certain dollar amount has not matured as of such date; provided, that a claim
in respect of any action at law or suit in equity by or against a third person
as to which indemnification will be sought shall be given promptly after the
action or suit is commenced; provided further that failure to give such notice
shall not relieve the indemnitor of its obligations hereunder except to the
extent it shall have been prejudiced by such failure. In calculating any loss or
expense there shall be deducted (i) any insurance recovery in respect thereof
(and no right of subrogation shall accrue hereunder to any insurer) and (ii) the
amount of any tax benefit to the indemnified party (or any of its affiliates)
with respect to such loss or expense (after giving effect to the tax effect of
receipt of the indemnification payments). In the case of loss or expense
asserted against, resulting to, imposed upon, or suffered by any indemnified
party by reason of any claim by any third party (a "Third Party Claim"), the
indemnified party shall provide a claim as previously provided. Upon receipt of
a claim in respect of a Third Party Claim, the indemnitor may, in its sole
discretion, undertake the defense thereof by counsel of its own choosing, which
counsel shall be reasonably satisfactory to the indemnified party (it
<PAGE>
being understood, in the event that the indemnitor undertakes such defense, the
defense, compromise, or settlement of such claim shall be for the account of,
and at the risk of, the indemnitor); provided, however, that the indemnified
party shall have the right at its own expense to participate in the defense
thereof and to employ counsel at its own expense to assist in such defense. If
the indemnified party has not, within fifteen (15) days after a claim with
respect to any Third Party Claim is made, received written notice from the
indemnitor stating that the indemnitor elects to assume the defense of such
Third Party Claim, the indemnified party shall have the right, with counsel
reasonably acceptable to the indemnitor, to undertake and control the defense,
compromise or settlement of such Third Party Claim. The indemnitor shall not,
without the prior written consent of each indemnified party against whom a Third
Party Claim is asserted, settle or compromise any claim or consent to the entry
of any judgment relating to or cease to defend any such Third Party Claim,
unless such settlement, compromise, or judgment includes as an unconditional
term thereof the giving by the claimant or by the plaintiff to each indemnified
party against whom a Third Party Claim is asserted, a release from all
liabilities in respect of such Third Party Claim and does not result in the
imposition on the indemnified party of any remedy other than monetary damages
for which the indemnified party is fully indemnified. The indemnitor shall, at
its expense, provide each indemnified party against whom a Third Party Claim is
asserted with reasonable access to all records and documents of the indemnitor
relating to any Third Party Claim. The indemnified party shall, at the expense
of the indemnitor, provide the indemnitor with reasonable access to all records
and documents of the indemnified party relating to any Third Party Claim. In the
event of agreement with the validity of such claim, payment shall be made within
45 days of receipt of notification. If the dispute cannot be settled by
negotiation between the parties within 90 days of receipt of notification, upon
election of either party, the dispute shall be referred to the American
Arbitration Association to be settled in Boston, MA on an expedited basis in
accordance with the commercial arbitration rules of said organization. Fees and
expenses of such arbitration shall be shared equally.
4.4 Exclusive Remedy. The parties agree that the remedies provided in Section 4
shall be the exclusive remedies with respect to any alleged breach of any
representation or warranty or covenant made in this Agreement. The only legal
action which may be asserted by any party with respect to any matter shall be a
contract action to enforce, or to recover damages for the breach of, this
Section 4. Without limiting the generality of the preceding sentence, no legal
action sounding in tort or strict liability may be maintained by any party.
4.5 Tax Effect of Indemnification Payments. In determining the amount of claims
against an indemnifying party pursuant to this Section 4, there shall be added
(in the case of a tax detriment) or deducted (in the case of a tax benefit) to
or from the amounts to be paid by the indemnifying party an amount equal to the
net present value of any tax benefit or tax detriment (federal, state, local or
foreign) realized or expected by the independent public accountants of Seller to
be realized by the indemnified party by reason of such claim and the receipt of
any indemnity payment pursuant to this Section 4.
<PAGE>
For purposes of this Section 4.5, "present value" shall be calculated using the
applicable annual Federal mid-term rate, as that term is defined in the Code, as
in effect for the month in which the payment is to be made; "tax benefit" and
"tax detriment" shall be calculated using the actual effective tax rate with
respect to the taxable period or periods for which the tax benefit or the tax
detriment, as the case may be, is realized or incurred, or expected by the
independent public accountants of Seller to be realized or incurred, as the case
may be.
4.6 Limitation on Indemnification by Sellers. The right of the Buyer to
indemnification from the Seller shall be subject to the following provisions:
(a) The Seller shall be provided with a $500,000 deductible for all claims for
indemnification under Section 4.1 by the Buyer. No payments of such claims shall
be made by the Seller to the Buyer until such time as such claims exceed
$500,000 and only to the extent that such claims exceed that amount; and
(b) No indemnification shall be payable to the Buyer from the Seller pursuant to
Section 4.1 for claims in excess of $1.0 million in the aggregate exclusive of
claims relating to the Excluded Liabilities as to which there shall be no such
limitation and which shall not be counted toward such limitation.
4.7 Survival. The representations and warranties of each party contained in this
Agreement shall survive the Closing Date until December 31, 1998. Any claim for
indemnity shall be asserted on or before such date except that any claim
relating to Taxes may be asserted until the 60th day after the running of the
applicable statute of limitations with respect to the taxable period to which
the particular claim relates. Notwithstanding anything to the contrary contained
in this Agreement, no time or other limitation applies to losses relating to
Excluded Liabilities.
Section 5
POST CLOSING OBLIGATIONS
5.1 Required Audits of ADRA. Seller agrees to cooperate reasonably following the
transaction to complete the required audits of prior fiscal years as required
for Buyer's Form 8-K filing. Such audited financial statements must be filed
with the Securities and Exchange Commission on or before the 75th day following
the Closing date of the transaction.
5.2 Nonsolicitation. Each of the Buyer and Seller agree that, for a period of
one year from the Closing Date, without the prior written consent of the other
party, which consent shall not be unreasonably withheld, they shall not,
directly or indirectly, solicit for employment, hire as an employee, consultant
or contractor, or otherwise engage any employee who was employed by the other
party as of the transaction date or for a period of six months immediately
preceding transaction date. For the purpose of this section 5.2 only, all
employees of the Business that are offered employment by the Buyer shall be
<PAGE>
deemed employees of Buyer at the transaction date regardless of their ultimate
acceptance of such offer of employment with Buyer.
5.3 Account Reconciliation. Seller agrees to close the April 30, 1998 ADRA books
and records in the normal course and to provide Buyer with such final records by
May 15, 1998.
5.4 Assignment of Registered Trademarks. Seller agrees to enter into an
assignment agreement with Buyer subsequent to the Closing to assign all of the
registered trademarks listed of the Business as listed on Schedule 2.22 to
Buyer. Such assignment agreement shall be in a form suitable for filing with the
Patent and Trademark Office.
Section 6
OTHER INFORMATION
6.1 Governing Law. This Agreement shall be construed under and governed by the
internal laws of the Commonwealth of Massachusetts.
6.2 Notices. Any notice or communication required hereunder shall be in writing
and shall be deemed to have been given if sent by facsimile transmission (with
confirming copy by mail) upon receipt. All notices will be sent to the addresses
set forth below:
To SofTech :
SofTech, Inc.
3260 Eagle Park Drive, N.E.
Grand Rapids, MI 49505
Attention: Mark Sweetland
To the Sellers:
MatrixOne, Inc.
Two Executive Drive
Chelmsford, MA 01824
Attention: Mark O'Connell
To Seller's Legal Counsel: Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
Attention: Gordon H. Hayes
6.3 Entire Agreement. This Agreement, including the Schedules and Exhibits
referred to herein and the other writings specifically identified herein or
contemplated hereby, is complete, reflects the entire agreement of the parties
with respect to its subject matter, and supersedes all previous written or oral
negotiations, commitments and writings. All
<PAGE>
inducements to the making of this Agreement relied upon by either party have
been expressed herein.
6.4 Assignability. This Agreement may not be assigned by the Buyer or the Seller
without the prior written consent of the other party. This Agreement shall be
binding upon and enforceable by, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns. No right hereunder
shall be created in any person or entity not a party to this Agreement, it being
the express intention of the parties hereto that no third party beneficiary
rights shall be created or implied by virtue of this Agreement.
<PAGE>
ASSET PURCHASE AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF the parties hereto have executed or caused this
Agreement to be executed by their duly authorized representatives as of the date
set forth above.
SOFTECH, INC.
By: /S/ Joseph P. Mullaney
------------------------------
Joseph P. Mullaney
Chief Financial Officer
ADRA SYSTEMS, INC.
By: /S/ William L. Fiedler
------------------------------
William L. Fiedler
Chief Financial Officer
MATRIXONE, INC.
By: /S/ William L. Fiedler
------------------------------
William L. Fiedler
Chief Financial Officer
