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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
April 17, 1998
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GREENTREE SOFTWARE, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
0-12094 13-2897997
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(Commission File Number) (IRS Employer
Identification No.)
7901 Flying Cloud Drive, Suite 200, Eden Prairie, Minnesota 55344
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(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 April 17, 1998, the Registrant announced that it has raised $3.2
million through a private offering of convertible debt. The private offering
is described in the Registrant's press release dated April 17, 1998, a copy
of which is filed as Exhibit A to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit A Press Release dated April 17, 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
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Name: Joseph D. Mooney
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Title: Chairman and Chief Executive Officer
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Dated: April 17, 1998
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Exhibit A NEWS RELEASE
April 17, 1998
FOR IMMEDIATE RELEASE
GREENTREE SOFTWARE, INC. ANNOUNCES
PRIVATE OFFERING OF CONVERTIBLE DEBT
EDEN PRAIRIE, MINNESOTA, April 17, 1998 - GREENTREE SOFTWARE, INC. (OTC
BULLETIN BOARD: GTSW) today announced that it has sold a convertible
promissory note in the principal amount of $3.2 million to an accredited
investor. The note is convertible at any time into shares of Common Shares at
a conversion price of the lesser of $.80 or 80% of the average closing bid
price of the Common Shares for the five trading days preceding the conversion
date. The note will automatically convert into shares of Common Shares at the
applicable conversion price upon the later of the filing of certain
amendments to the Company's Certificate of Incorporation, which require
stockholder approval, or July 16, 1998, provided that certain covenants are
not in default. Unless earlier converted into Common Shares, the note will
mature on July 31, 1998. The note will bear no interest prior to its maturity
date, and interest will accrue at a rate of 8% per annum on any portion of
the principal not paid when due. The proceeds of this private offering will
be used to pay outstanding accounts payable, amounts owed to current and
former employees and consultants, and to facilitate marketing and sales
efforts and customer support functions.
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.
