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): February 22, 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)
<PAGE>
Item 5. Other Event
On February 24, 1999, Tridex Corporation ("Tridex") announced that it has
filed an Answer and Counterclaim in litigation with Paul J. Smith, who sold
Progressive Software, Inc. to Tridex in April 1998. A copy of the press release,
filed as Exhibit 99.1 to this report, is incorporated herein by reference.
Exhibits
99.1 Press Release dated February 24, 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 24, 1999 By: /s/ Daniel A. Bergeron
_________________________________
Daniel A. Bergeron
Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99.1
Text of February 24, 1999 News Release:
TRIDEX CORPORATION RESPONDS TO PAUL J. SMITH LITIGATION
Westport, CT - (Business Wire) - February 24, 1999 - On February 3, 1999, Tridex
Corporation (Nasdaq National Market: TRDX) ("Tridex") announced that it is in
litigation with Paul J. Smith, who sold Progressive Software, Inc.
("Progressive") to Tridex in April 1998. After months of post-closing
negotiations, in which Tridex has sought a purchase price reduction, Mr. Smith
instituted litigation by filing a complaint in January.
On February 22, 1999, Tridex filed its answer to Mr. Smith's complaint,
denied the substantive allegations in the complaint, and made counterclaims
against Mr. Smith for violation of the anti-fraud provisions of federal and
state securities laws and for fraudulent inducement and misrepresentation in
connection with the sale of Progressive to Tridex by Mr. Smith. With the filing
of the answer and counterclaims, Tridex also made a separate demand for
arbitration under its stock purchase agreement with Mr. Smith. Tridex and
independent third parties have recently evaluated Progressive's technology and
operations and, on that basis, Tridex has reconfirmed its belief that
Progressive's products and development expertise are industry leaders. However,
Tridex has learned, since the April 1998 acquisition, information it alleges was
purposely withheld by Mr. Smith, which shows that Progressive could not have
achieved, without substantial injection of capital and staff expansion, the
revenue and earnings growth projected within the time frame represented by Mr.
Smith to Tridex.
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.
