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 11, 1999
Tridex Corporation
(Exact name of registrant as specified in its charter)
Connecticut 1-5513 06-0682273
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
61 Wilton Road, Westport, CT 06880
(Address of principal executive offices (Zip Code)
(203) 226-1144
(Registrant's telephone number, including area code)
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Item 5. Other Event
On February 3, 1999, Tridex Corporation ("Tridex") announced that it is in
litigation with Paul J. Smith, who sold Progressive Software, Inc. to Tridex in
April 1998, and with whom Tridex has been negotiating for a purchase price
reduction. Tridex's agent for service of legal papers received service of the
summons and complaint on or about January 11, 1999, and Tridex received them on
or about January 19, 1999. A copy of the press release regarding the litigation,
filed as Exhibit 99 to this report, is incorporated herein by reference.
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Exhibits
99 Press Release dated February 3, 1999
<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 hereunto duly authorized.
TRIDEX CORPORATION
Date: February 8, 1999 By: Daniel A. Bergeron
Daniel A. Bergeron
Vice President and Chief Financial Officer
<PAGE>
Exhibit 99
Text of February 3, 1999 News Release:
TRIDEX CORPORATION RESPONDS TO PAUL J. SMITH LITIGATION
Westport, CT - February 3, 1999 - On April 17, 1998 Tridex Corporation (Nasdaq
National Market: TRDX) ("Tridex") acquired all of the outstanding common stock
of Progressive Software, Inc. ("Progressive") from Paul J. Smith for a total
purchase price of $48 million, consisting of $43,113,000 in cash and 714,000
shares of Tridex common stock. In June 1998, after an audit of the closing date
balance sheet, Mr. Smith agreed to reduce the purchase price by approximately
$2.4 million in cash, which was returned to Tridex. Since then, Tridex made
claims for a further reduction based on information developed in the third and
fourth quarters.
At the April 1998 closing, Tridex granted Mr. Smith registration rights in
connection with the 714,000 shares, and Mr. Smith agreed to execute and deliver
a federal tax form needed by Tridex to obtain favorable tax treatment of the
purchase. Tridex made repeated requests for the tax form, but it was not
delivered until January. Mr. Smith requested registration of his shares, and
Tridex commenced preparation of a registration statement, but postponed its
completion while waiting for Mr. Smith to sign the tax form.
During the last three months of 1998, counsel for Tridex met with and wrote
to counsel for Mr. Smith, stating that Tridex was preparing to pursue
arbitration and other legal remedies against him. On January 5, 1999, Tridex
finally received the signed form. On January 4, 1999, Mr. Smith filed a suit
against Tridex and Progressive in the Federal District Court in North Carolina
and served the papers at a later date. The suit seeks damages plus a court order
requiring Tridex to register the shares of its common stock issued to Mr. Smith.
The suit also seeks a declaratory judgment to prevent Tridex from pursuing other
claims which it has asserted against Mr. Smith in post-closing negotiations and
which are the subject of its investigation. Tridex intends to vigorously defend
the suit initiated by Mr. Smith and to press its own claims against him in all
appropriate forums.
Tridex, through its Progressive Software and Ultimate Technology
subsidiaries, is a leading provider of POS and back office enterprise resource
management software, systems integration and related services for the food
service and specialty retail markets. In 1996 Progressive received the Microsoft
Retail Application Developer (RAD) Award for its back office food service
software. Tridex's key customers are Starbucks, McDonald's, Steak n' Shake,
Golden Corral, Lowe's Home Center, Ace Hardware, ARCO and Shoney's. Progressive
and Ultimate have sold more than 115,000 units in North America, Europe and
Asia.
The statements contained in this release which are not historical facts may
be deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, the results of operations and other uncertainties detailed in
Tridex's Securities and Exchange Commission filings.
