SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May __, 1997
MB Software Corporation
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(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
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(State or other jurisdiction (Commission File (IRS Employer
incorporation) Number) Identification No.)
2225 E. Randol Mill Road Suite 305, Arlington, Texas 76011
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 817-633-9400
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Item 2. Acquisition or Disposition of Assets
a) Acquisition of Assets. On February 6, 1997, MB Software Corporation,
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through its subsidiary MB Data Corporation, a Delaware corporation (
Purchaser"), acquired certain assets and business of Acorn CORF I Inc., a
Nevada corporation, and Riverside CORF Inc., a Delaware corporation (
Seller"), by means of a Bill of Sale, Purchase Agreement, and an Assignment
and Assumption Agreement between the Purchaser and Seller and shareholder,
Oak Tree Medical Systems, Inc.
b) Assets and Business Involved in the Acquisition. Seller sold, transferred
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and conveyed to Purchaser certain assets, rights, benefits, contracts,
agreements and leases, etc. These assets include software source code and
libraries owed or licensed by Seller, medical equipment, computer
equipment, furniture, customer and prospect lists and accounts receivable
as of February 6, 1997. Such assets will be used by Purchaser in the
business for much the same purposes as previously utilized by the Seller.
c) Consideration and Sources of Funds. Consideration for the above transaction
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was as follows: 1) payment of $200,000 to Seller in three installments, 2)
assumption of an obligation through the purchase of the obligor, Oak Tree
receivables, Inc., to SAM Fund I, L.P. in the form of a loan of $1.62
million and certain other liabilities of Seller. Purchaser intends to
satisfy the above listed financial requirements and obligations from
internally generated funds from its MB Software Corporation medical
receivables collections business and funds generated by the CORF business
during the payment periods involved. If necessary, additional funds would
be sought from loans and/or equity funding.
The consideration paid for the assets and business of the Seller was mainly
based on Seller's existing debt obligations and the revenue generating
nature of the business and size of the customer base, as opposed to
Seller's history of financial performance.
Item 7. Financial Statements and Exhibits.
Upon further review of the financial information and nature of the
acquisition described in the Company's Form 8-K dated February 11, 1997,
the Compaconcluded that no pro-forma financial settlements are required to
be filed with respect to such acquisition.
a. Exhibits.
The following is a list of exhibits filed as part of this Current Report on
Form 8-K.
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Exhibit
Number Description of Exhibit
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2.1 Purchase Agreement dated as of February 6, 1997, by and between
Acorn CORF I Inc., a Nevada corporation, Riverside CORF I, Inc.,
a Florida corporation, Oak Tree Medical Systems, Inc., a Delaware
corporation and MB Data Corporation, a Delaware corporation.*
2.2 Press Release*
* Previously Filed
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.
MB Software Corporation
Date: May ___, 1997
By: ________________________
Its: ________________________
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.1 * Asset Purchase Agreement dated as of February 6, 1997, by and
between Acorn CORF I, Inc., a Nevada corporation, Riverside CORF
I, Inc., Oak Tree Medical Systems, Inc., and MB Data Corporation
, a Delaware corporation.
2.2 * Press Release
* Previously Filed
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