GREENTREE SOFTWARE INC
8-K, 1998-05-18
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 18, 1998
                                   -------------


                              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.)

         7901 Flying Cloud Drive, Suite 200, Eden Prairie, Minnesota  55344
         ------------------------------------------------------------------
                  (Address of Principal Executive Offices)       (Zip Code)

                Registrant's telephone number, including area code:
                                   (612) 941-1500
                                   --------------

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     ITEM 5.  OTHER EVENTS.

     On May 18, 1998, the Registrant announced the completion of its $4.2
million private placement which is described in the Registrant's press release
dated May 18, 1998, a copy of which is filed as Exhibit A to this report.

     ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  EXHIBITS.

     Exhibit A      Press released dated May 18, 1998

                                     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/ Joseph D. Mooney
                              Name: Joseph D. Mooney
                              Title: Chairman and Chief Executive Officer

Dated: May 18, 1998


<PAGE>

Exhibit A
                                                              NEWS RELEASE
                                                              May 18, 1998


CONTACTS: Financial                            Marketing
          Greentree Software                   Greentree Software
          Philip Wolf, Chief Financial Officer John Timmerman
          (612) 941-1500                       (602) 788-3000
                                               [email protected]


          GREENTREE ANNOUNCES COMPLETION OF $4.2 MILLION PRIVATE PLACEMENT

(Minneapolis, MN), May 18, 1998 -- Greentree Software Inc.. (OTCBB: GTSW)
announced today the completion of its private placement which raised a total of
$4.2 million.  $3.2 million was placed to L-R Global Partners, L.P. in the form
of a convertible promissory note as stated in the Company's news release dated
April 17, 1998.  An additional $1.0 million in equity was sold to investors
during the period from November 1997 through April 1998.  These proceeds will be
used to launch an aggressive sales and marketing campaign, expand the customer
support organization, and provide necessary working capital.

"This funding represents a significant vote of confidence by investors," stated
Greentree Software, Inc. CEO, Joe Mooney.  "With their support, both financially
and strategically, Greentree is now well-positioned to maximize future growth
opportunities in the emerging market space of supply-chain management and the
exploding e-business world."

Greentree Software, Inc. develops, markets, and distributes PurchaseSoft brand
products, software specializing in MRO (maintenance, repair and operating),
procurement and materials management automation.  PurchaseSoft is a full
life-cycle suite of software that encompasses and touches all aspects of the
supply chain including: electronic catalogs, requisitioning, and requests for
quotations, quotations and analyses, purchasing, receiving, inventory
management, fixed asset management and invoice management.  Headquartered in
Minneapolis, Minnesota, Greentree has a growing base of 200+ customers from a
diverse range of industries including Toys "R" Us, JC Penney Insurance,
Georgetown University, Steelcase, and Donaldson, Lufkin & Jenrette.

SAFEHARBOR STATEMENT
STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACTS, INCLUDING BUT NOT
LIMITED TO STATEMENTS ABOUT THE COMPANY'S PROSPECTS AND FUTURE GROWTH, MAY BE
FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO A VARIETY OF RISKS AND
UNCERTAINTIES.  THERE ARE A NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING
STATEMENTS MADE BY THE COMPANY, INCLUDING, BUT ARE NOT LIMITED TO, THE
CONTINUING DEVELOPMENT OF THE COMPANY'S SALES, MARKETING AND SUPPORT EFFORTS.

More information about PurchaseSoft by Greentree Software, Inc. can be found at
http://www.greentreesoftware.com.



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