GREENTREE SOFTWARE INC
8-K, 1996-05-29
PREPACKAGED SOFTWARE
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                       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):
                                  May 21, 1996
                                  ------------

                             GREENTREE SOFTWARE, INC
                             -----------------------
               (Exact Name of Registrant as Specified in Charter)


                                    NEW YORK
                                    --------
                 (State or Other Jurisdiction of Incorporation)

                  0-12094                                13-2897997
                  -------------------------------------------------
            (Commission File Number)                    (IRS Employer
                                                       Identification No.)

            2801 Fruitville Road, Suite 180, Sarasota, Florida 34237
            --------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

              Registrant's telephone number, including area code:
                                 (941) 954-2210
                                 --------------



<PAGE>

                                      -2-


         Item 5.  Other Events.
                  -------------

         On May 21, 1996, the Registrant announced that on May 15, 1996 it
closed a private offering of its Common Shares, $.04 par value per share,
pursuant to which it sold 871,523 shares to accredited investors at a price of
$.70 per share. The private offering is described in the Registrant's press
release dated May 21, 1996, a copy of which is filed as Exhibit 99 to this
Report.

         Item 7.  Financial Statements and Exhibits.
                  ----------------------------------

         (c)      Exhibits.
                  ---------

         Exhibit 99 Press Release dated May 21, 1996.


                                   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.

                                                     GREENTREE SOFTWARE, INC.


                                         By: /s/ Arnold Muhlbach
                                             ----------------------------------
                                           Name: Arnold Muhlbach
                                                 ------------------------------
                                           Title: Chief Financial Officer
                                                  -----------------------------

Dated:  May 28, 1996




                                      -3-

Exhibit 99
                                                                   NEWS RELEASE
                                                                   May 21, 1996


FOR IMMEDIATE RELEASE


                       GREENTREE SOFTWARE, INC. ANNOUNCES
                         CLOSING OF PRIVATE OFFERING OF
                                  COMMON SHARES


SARASOTA, FLORIDA, MAY 21, 1996 -- GREENTREE SOFTWARE, INC. (OTC BULLETIN BOARD:
GTSW) today announced that on May 15, 1996 it closed a private offering of its
Common Shares pursuant to which it sold 871,523 shares to accredited investors
at a price of $.70 per share..


THE SECURITIES OFFERED AND SOLD BY THE COMPANY IN THE PRIVATE OFFERING HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION.




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