SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
Form 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1999
Commission file number 0-10665
SofTech, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2453033
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
4695 44th Street S.E., Suite B-130, Grand Rapids, MI 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 957-2330
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendment to this
Form 10-K. |_|
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: $12,549,000 as of August 20, 1999. On August 20, 1999 the
registrant had outstanding 8,150,289 shares of common stock of $.10 par value,
which is the registrant's only class of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the definitive proxy statement to be filed in connection with
the registrant's 1999 annual meeting are incorporated by reference into Part III
of this report, to the extent set forth in said Part III.
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Part IV, Item 14 of this report on Form 10-K is hereby amended by adding those
items as follows:
PART IV
ITEM 14 (a)(1) - REPORT OF COOPERS & LYBRAND L.L.P., INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders of
SofTech, Inc.:
We have audited the accompanying consolidated statements of operations, of
stockholders' equity and comprehensive income and of cash flows for the year
ended May 31, 1997 and the financial statement schedule for the year ended May
31, 1997 listed in Item 14(a) of this Form 10-K. These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express and opinion on these financial statements and
financial statement schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material aspects, the consolidated results of SofTech, Inc.'s
operations and its cash flows for the year ended May 31, 1997 in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has generated minimal
operating income and the Company's product offerings have been limited by a
major supplier. These factors raise substantial doubt as to the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note A. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 7, 1997
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ITEM 14(a)(3)
Exhibit 23.2 - CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration on Form
S-8 (File Nos. 33-5782, 33-80746, 333-61427 and 333-61417) and on Form S-3 (File
Nos. 33-63831, 333-30399, and 333-55759) of SofTech, Inc. of our report which
includes an explanatory paragraph related to the Company's ability to continue
as a going concern, dated August 7, 1997 relating to the financial statements
and financial statement schedule for the year ended May 31, 1997 which appears
in this Form 10-K.
/s/ PriceWaterhouseCoopers LLP
Boston, Massachusetts
August 30, 1999
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By /S/ Joseph P. Mullaney
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Joseph P. Mullaney, Chief Financial Officer
Date: September 2, 1999
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