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
Report Date (Date of earliest event reported): October 17, 1995
MANATRON, INC.
(Exact name of registrant as specified in charter)
MICHIGAN 0-015264 38-1983228
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification
Number)
2970 SOUTH 9TH STREET
KALAMAZOO, MICHIGAN 49009
(Address of principal executive offices) (Zip Code)
(616) 375-5300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
Since the initial establishment of the business in 1969, Allen F.
Peat has served as the Chairman, President and Chief Executive Officer of
Manatron, Inc. ("Manatron" or the "Registrant"). Since 1986, Mr. Peat
has been employed by Manatron pursuant to an executive employment
agreement. Mr. Peat and the Board of Directors of the Registrant have
been engaged in a review of Manatron's strategic planning and management
succession planning alternatives. In connection with its review of these
alternatives, Manatron has engaged consultants and professional advisors,
including an executive compensation consulting firm. As previously
publicly announced, effective as of October 17, 1995, Mr. Peat retired as
President, Chief Executive Officer and Chairman. A copy of the Manatron's
October 19, 1995 press release is attached as Exhibit 99(a).
Manatron and Mr. Peat have entered into an agreement, effective
as of October 17, 1995, setting forth the terms pursuant to which Mr. Peat
retired as an officer and an employee of Manatron ("Agreement"). A copy
of the Agreement is attached to this Form 8-K Current Report as Exhibit
10. The Agreement terminated Mr. Peat's five-year employment agreement
and provided for a severance compensation payment of $240,000 in October,
1995. In addition, non-qualified deferred compensation of $640,000, and
other payments, compensation, or discharge of indebtedness aggregating
approximately $400,000 will be paid over a four-year period beginning
January 1, 1996.
In addition, the Agreement provides that the Registrant assumes
and agrees to pay on March 15, 1996, the third and final installment of
approximately $750,000 owed to Ronald D. Stoynoff pursuant to a stock
purchase agreement between Mr. Peat and Mr. Stoynoff entered into on March
15, 1994 whereby Mr. Peat agreed to acquire 430,423 shares of Common Stock
from Mr. Stoynoff at a purchase price of $5.00 per share. In exchange for
assuming the obligation to make this payment, Manatron will receive
approximately 150,000 shares of Manatron Common Stock. Because the
current fair market value of the stock is below the $5 per share price
provided for in the 1994 note, approximately $320,000 of this payment will
be treated as compensation expense. Manatron intends to enter into
discussions with Mr. Stoynoff concerning alternative approaches to the
obligation assumed by Manatron. A copy of the Registrant's November 14,
1995 press release is attached to this Form 8-K as Exhibit 99(b).
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
10 Agreement dated as of October 17, 1995 Between
Manatron, Inc. and Allen F. Peat 6
99(a) Press Release of Manatron, Inc. dated October
19, 1995 19
99(b) Press Release of Manatron, Inc. dated November
14, 1995 22
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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 thereunto duly authorized.
Dated: November 13, 1995 MANATRON, INC.
By \S\ PAUL R. SYLVESTER
Paul R. Sylvester
Vice President - Finance
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT DOCUMENT NUMBERED PAGE
10 Agreement dated as of October 17, 1995
Between Manatron, Inc. And Allen F. Peat 6
99(a) Press Release of Manatron, Inc. dated
October 19, 1995 19
99(b) Press Release of Manatron, Inc. dated
November 14, 1995 22
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EXHIBIT 10
AGREEMENT
AGREEMENT MADE effective as of the 17th day of October, 1995 between
MANATRON, INC., a Michigan corporation ("Manatron") and Allen F. Peat
("Peat").
BACKGROUND
Peat is the Chairman, President and Chief Executive Officer of
Manatron and is employed by Manatron pursuant to an agreement between
Manatron and Peat dated July 17, 1986 (the "Employment Agreement").
Differences have arisen between Peat and the Board of Directors of
Manatron regarding the management of Manatron. Manatron and Peat have
determined that it is in their best interests for Peat to resign from
Manatron upon the terms and conditions set forth in this Agreement.
Manatron is entering into this Agreement in order to induce Peat to resign
as described below.
TERMS OF AGREEMENT
THEREFORE, in consideration of the facts set forth above and the terms
and conditions contained below, the parties hereby agree as follows:
1. RESIGNATION. Subject to execution of this Agreement, Peat has
resigned as an officer and an employee of Manatron effective as of October
17, 1995. Execution of this Agreement shall fulfill the condition set
forth in the Resignation executed by Peat dated October 17, 1995.
2. COMPENSATION/SETTLEMENT. Manatron shall pay to Peat the
following amounts (collectively the "Compensation/Settlement Payments"):
A. Severance Compensation of $240,000 upon execution of this
Agreement and Manatron shall withhold all applicable income and
employment taxes from such severance compensation payment,
resulting in a net amount to Peat to $162,892.31;
B. Non-Qualified Deferred Compensation totalling $640,000 payable in
104 equal consecutive bi-weekly installments beginning in
Manatron's first payroll period of 1996 and Manatron shall
withhold all applicable income taxes, but shall not withhold any
employment taxes from such non-qualified deferred compensation
payments, which payments are substantially equivalent to Peat's
salary on the date of this Agreement;
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C. As damages for mental anguish and emotional distress for alleged
age based violations of the Michigan Elliott-Larsen Civil Rights
Act, $320,000 payable in 104 equal consecutive bi-weekly
installments beginning in January, 1996 and such payments do not
represent in any way payments for or in lieu of wages or salary
lost by Peat as a result of his separation from employment with
Manatron.
3. AUTOMOBILE. Within ten (10) days after January 1, 1996, valid
title to Manatron's automobile currently in the possession of Peat shall
be transferred to Peat free of all liens and encumbrances and the fair
market value of $15,250.00 of such vehicle shall be deemed to be
compensation to Peat. Prior to Peat obtaining title to such vehicle, Peat
shall have possession and use of such vehicle and Manatron shall continue
its current insurance coverage for such vehicle.
3.1. ACCOUNTS PAYABLE. As of the date hereof, there are $45,332.80
of aggregate accounts payable due from Peat to Manatron, which accounts
payable (after any appropriate adjustments arising from Peat's review of
such accounts payable) shall be deemed to be paid in full on January 1,
1996 and the amount of such accounts payable shall be deemed to be
compensation to Peat.
4. CREDIT CARDS/EXPENSE ACCOUNTS. All rights of Peat under any
existing Manatron credit cards or expense accounts shall terminate as of
the date of this Agreement and Peat shall, within ten (10) days after the
date of this Agreement, return all Manatron credit cards to Manatron. All
appropriate business charges and expenses incurred by Peat on or prior to
the date of this Agreement under any Manatron credit cards or expense
accounts shall be paid or reimbursed by Manatron and such payments and
reimbursements shall not be deemed to be compensation to Peat.
5. PREVIOUSLY PAID COMPENSATION. All base salary, bonuses and
compensation paid by Manatron to Peat on or before the date of this
Agreement are hereby ratified and approved by Manatron.
6. LIFE INSURANCE. Prior to the date hereof, Manatron has paid the
premiums on certain insurance on the life of Peat which is owned by Peat
in the amount of $4,700 per year. Manatron shall pay $4,700 to Peat on
April 1 of 1996, 1997, 1998 and 1999.
7. HEALTH INSURANCE. Manatron shall continue to provide Peat's
company-provided employee and dependent health insurance coverage under
Manatron's medical, insurance programs as at present (subject to
continuation of any contribution on behalf of Peat as in the past) through
December 31, 2000 as to Peat and December 31, 2003, as to Peat's spouse,
Dolores Peat. If, during the period of extended coverage created by this
paragraph, Manatron's insurance benefits program changes in any way with
respect to all of Manatron's employees, or with respect to the class of
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employees of which Peat was a part, Manatron reserves the right to alter
or modify the insurance benefits granted herein to make them conform to
such changes. The period of extended coverage described above shall
reduce any period of extended coverage for which Peat is eligible under
the requirements of the Consolidated Omnibus Reconciliation Act of 1987
("COBRA").
8. EMPLOYEE BENEFIT PLANS. Peat shall retain all rights as a
retired employee of Manatron under Manatron's existing 401(k) plan,
employee stock option plan and other qualified benefit plans, if any.
9. DIRECTOR. Peat is not resigning as a director of Manatron and
will, during his term as a director, receive directors' fees and other
benefits comparable to the fees and benefits paid to outside directors who
have not been employees of Manatron.
10. KALAMAZOO FACILITY. Upon request of Manatron, Peat will deliver
to Manatron a Quit-Claim Deed regarding that portion of Manatron's
Kalamazoo facility which was previously owned by him (the "Kalamazoo
Facility"). Peat shall not be liable or responsible to Manatron for any
defects in the title or condition of the Kalamazoo Facility including any
environmental conditions and Manatron has purchased and accepted the
Kalamazoo Facility "as is" and with all known and unknown environmental
conditions.
11. LOYALTY, INVENTIONS AND SECRECY.
(a) Peat agrees that from the date of this Agreement until
December 31, 1999, without prior approval of the Board of Directors:
(i) Peat shall not, either for himself or on behalf of any other
person, firm or corporation directly or indirectly, divert or attempt
to divert from Manatron any business of Manatron existing on the date
of this Agreement or attempt to so influence any customers of Manatron
existing on the date of this Agreement with whom Peat may have
dealings.
(ii) Peat shall not solicit or approach any employee of Manatron
for the purpose of inducing such employee to terminate his employment.
(iii) All inventions, improvements and developments made or
conceived by Peat, either solely or in collaboration with others,
during his employment by Manatron whether or not during working hours,
and relating to any methods, apparatus, products or components
thereof, which, prior to the date of this Agreement, were
manufactured, sold, leased, used, or developed by or pertain to the
business of Manatron, shall become and remain the property of
Manatron, its successors and assigns unless expressly released by
Manatron.
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(b) Peat agrees that during the term of this Agreement and forever
thereafter, Peat shall hold in strictest confidence, and not disclose to
any person, firm, or corporation any information, manufacturing technique,
process, formula, development or experimental work, work in process,
business, customers, trade secret, or any other secret or confidential
matter relating to the products, customers sales or business of Manatron
except as such disclosure or use may be required in connection with his
service as a director of Manatron.
(c) REMEDIES. Peat recognizes and acknowledges that in the event of
any default in, or breach of any of, the terms, conditions and provisions
of this section 11 or section 12 below (either actual or threatened) by
Peat, Manatron's remedies at law shall be inadequate. Accordingly, Peat
agrees that in such event, Manatron shall have the right to specific
performance and/or injunctive relief in addition to any and all other
remedies and rights at law or in equity, and such rights and remedies
shall be cumulative.
12. STANDSTILL PROVISIONS. During the period commencing after the
date of this Agreement until December 31, 1999, Peat covenants and agrees
that, except for ownership of 628,097 shares of the common stock of
Manatron held by Peat and/or his spouse on the date of this Agreement and
any shares issued pursuant to Peat's exercise of stock options granted by
Manatron (collectively the "Existing Shares") and, except for his role as
a director of Manatron, he will not, without the prior written consent of
Manatron's Board of Directors, specifically expressed in a resolution
adopted by a majority of the Directors:
(a) acquire, directly or indirectly, by purchase or otherwise,
any Common Stock, no par value, of the Company (the "Common Shares"),
except as a result of any stock dividends declared by the Company's
Board of Directors, or permit any entity under Mr. Peat's "control" as
such term is defined in Rule 405 under the Securities Act of 1933, as
amended, and in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended ("Control"), to acquire or offer to acquire or agree to
acquire, directly or indirectly, by purchase or otherwise, any Common
Shares;
(b) acquire Control or participate directly or indirectly in any
transaction that would result in acquiring Control of the Company,
unless the Company's Board of Directors, as specifically expressed in
a resolution adopted by at least a majority of the Directors, has
previously approved or recommended to its shareholders that they
approve or participate in a transaction which would result in an
acquisition of Control of the Company, or initiate, propose or
otherwise solicit a tender offer for shares of the Company or any
change in Control of, or merger or other business combination
involving, the Company, or for the purpose of convening a meeting of
the shareholders of the Company;
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(c) solicit proxies with respect to Common Shares under any
circumstances so as to become a "participant" in any "election
contest" relating to the election of directors of the Company, as such
terms are defined in Regulation 14A under the Securities Exchange Act
of 1934, as amended, in opposition to the recommendation of at least a
majority of the Board of Directors;
(d) solicit proxies with respect to Common Shares, or initiate,
propose or otherwise solicit holders of Common Shares, for any matter
at any time, or induce or attempt to induce any other person to
initiate any shareholder proposal;
(e) deposit any Common Shares in a voting trust or subject them
to a voting agreement or other arrangements of similar effect; or
(f) directly or indirectly participate in, or encourage the
formation of, or advise or consult with any partnership, limited
partnership, syndicate or other group seeking to acquire, hold or
dispose of the Common Shares, or join or permit any affiliate of Mr.
Peat to join any partnership, limited partnership, syndicate or other
group for the purpose of acquiring, holding or disposing of Common
Shares within the meaning of Section 13(d) of the Securities Exchange
Act.
NOTWITHSTANDING THE FOREGOING, Peat shall remain free to: vote the
Existing Shares as he determines; and to dispose of any of the Existing
Shares and any transferee of such shares shall take such shares free of
the restrictions imposed by this section 12. So long as Peat is a
director, he will comply with Manatron's policies in existence on the date
of this Agreement regarding prior notification by directors to Manatron's
Chief Financial Officer of sales of Manatron's stock for purposes of
compliance with applicable securities laws.
13. DAYTON LEASE. Manatron shall assume and pay all obligations, if
any, of Peat regarding the lease of Peat's current residence in Dayton,
Ohio (the "Dayton Residence"). Peat shall be entitled to retain all
furnishings in the Dayton Residence. Peat shall vacate the Dayton
Residence not later than December 31, 1995. Peat shall cooperate with
Manatron to obtain early termination of the Dayton residence lease.
14. FLORIDA OFFICE. Peat acknowledges that Manatron has the right to
close Manatron's Florida office at any time.
15. STOYNOFF OBLIGATIONS. Peat is indebted to Ronald D. Stoynoff
pursuant to a $1,434,744 Promissory Note dated March 15, 1994 (the
"Stoynoff Note"). Peat has paid the installments of principal and
interest due under the Stoynoff Note on March 15, 1995. The unpaid
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obligations of Peat under the Stoynoff Note consist of payments of
principal and interest due on March 15, 1996 in the aggregate amount of
$749,654 (the "Unpaid Obligation"). Manatron hereby assumes and agrees to
pay the Unpaid Obligation, when due. Manatron shall have the right to
negotiate an extension or modification of the payment terms of the
Stoynoff Note provided that, in no event shall Peat be liable for any
additional obligation created by such extensions or modifications.
Notwithstanding the foregoing, Manatron shall cause Peat to be released
from all liability under the Stoynoff Note on or before March 15, 1996.
Manatron shall give Peat not less than ten (10) days prior written notice
of its intent to obtain release of any or all of Peat's liability under
the Unpaid Obligation. Contemporaneously with the release of any portion
of Peat's liability under the Unpaid Obligation, Peat shall sell and
transfer to Manatron (free and clear of all liens and encumbrances other
than restrictions on transfer mandated by applicable federal or state
securities laws) a number of shares of the capital stock of Manatron equal
to one (1) share of Manatron common stock for every $5.00 of the Unpaid
Obligation which has been released. Upon delivery of the common stock of
Manatron by Peat to Manatron pursuant to this section 15, Peat shall be
provided with written evidence satisfactory to Peat that Peat's liability
under the Unpaid Obligation has been released as described in this section
15. All transfers of the common stock of Manatron owned by Peat to
Manatron pursuant to this section 15 shall be deemed to be sales by Peat
to Manatron of such common stock at a price of $5.00 per share. Subject
to the obligation of Peat to transfer to Manatron shares of its capital
stock as described in this section 15, Manatron hereby indemnifies and
agrees to hold Peat harmless from any and all payments, liabilities,
claims, obligations and expenses (including, but not limited to,
reasonable attorneys' fees) incurred by Peat arising out of the Stoynoff
Note.
16. MUTUAL RELEASES.
A. RELEASE BY PEAT. For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Peat,
individually and on behalf of his agents, assigns, heirs and legal
representatives, hereby releases, quits and forever discharges Manatron
and its affiliates, officers, directors, agents, attorneys, shareholders,
successors and assigns (collectively, the "Manatron Group"), of and from
any and all actions, causes of actions, claims, demands, damages and
liabilities of whatsoever kind and nature, known and unknown, which Peat
does now have, claim or assert, or might or could hereafter have, claim or
assert, against any member of the Manatron Group arising or alleged to
arise out of:
(i) any oral or written employment agreement, understanding
or relationship, any compensation, bonus, expense reimbursement,
pension or profit-sharing benefit, or any other benefit, life
insurance policy or other death benefit;
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(ii) the resignation of Peat as an officer and employee of
Manatron;
(iii) any breach of fiduciary duty by any member of the
Manatron Group;
(iv) the facts forming the basis for this Agreement; and/or
(v) to the extent not included above, any act or failure to
act of any member of the Manatron Group occurring on or before
the date of this Agreement.
Notwithstanding the foregoing, this release does not extend to nor
include: (a) the obligations and liabilities of any member of the Manatron
Group which are created by, undertaken or preserved pursuant to this
Agreement or any agreement delivered pursuant to this Agreement; or (b)
any claims arising at any time in the future based solely on events
occurring after the date hereof.
Peat covenants and agrees: (i) not to institute any legal, equitable,
administrative or other action against any member of the Manatron Group
regarding the matters released in this section; and (ii) to indemnify and
hold harmless each member of the Manatron Group from and against any and
all liabilities, costs, losses, and expenses (including but not limited to
reasonable attorneys' fees and costs) incurred by any of them as a result
of any such action instituted by Peat or as a result of the treatment of
the payments described in section 2.C. above as damages.
B. RELEASE BY MANATRON. For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Manatron,
individually and on behalf of its successors and assigns hereby releases,
quits and forever discharges Peat and his agents, assigns, heirs and legal
representatives, of and from any and all actions, causes of actions,
claims, demands, damages and liabilities of whatsoever kind and nature,
known and unknown, which Manatron does now have, claim or assert, or might
or could hereafter have, claim or assert, against Peat arising or alleged
to arise out of:
(i) any oral or written employment agreement, understanding
or relationship, any compensation, bonus, expense reimbursement,
pension or profit-sharing benefit, or any other benefit, life
insurance policy or other death benefit;
(ii) the performance of Peat as a director, officer or
employee of Manatron on or before the date of this Agreement;
(iii) any breach of fiduciary duty by Peat as an officer,
director or shareholder of Manatron on or before the date of this
Agreement;
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(v) the facts forming the basis for this Agreement; and/or
(vi) to the extent not included above, any act or failure
to act of Peat occurring on or before the date of this Agreement.
Notwithstanding the foregoing, this release does not extend to nor
include: (a) the obligations and liabilities of Peat which are created by,
undertaken or preserved pursuant to this Agreement, or any agreement
delivered pursuant to this Agreement; or (b) any claims arising at any
time in the future based solely on events occurring after the date hereof.
Manatron covenants and agrees: (i) not to institute any legal,
equitable, administrative or other action against Peat regarding the
matters released in this section; and (ii) to indemnify and hold harmless
Peat from and against any and all liabilities, costs, losses, and expenses
(including but not limited to reasonable attorneys' fees and costs)
incurred by Peat as a result of any such action instituted by Manatron.
C. NO ADMISSION OF LIABILITY. This release has been entered into
solely for the purpose of avoiding further disputes between Peat and the
Manatron Group and neither the foregoing release, the payment of any
consideration, nor anything contained herein, shall be construed as an
admission of liability on the part of any member of the Manatron Group or
Peat.
17. DEFAULT. In the event that any two (2) Compensation/Settlement
Payments remain unpaid when due and Manatron fails to make such payments
within ten (10) days after written notice of such failure is delivered by
Peat to Manatron or in the event Manatron breaches or fails to perform any
of its other obligations under this Agreement and such failure continues
for a period of thirty (30) days after written notice of such failure is
delivered by Peat to Manatron, (and provided that Peat is not in material
breach of this Agreement) then, ten (10) days after a second notice of
such breach or failure is delivered to Manatron and Manatron fails to cure
such failure or breach during such additional ten (10 day period: (i) Peat
may declare the unpaid balance of the Compensation/Settlement Payments to
be immediately due and payable in full and thereafter the unpaid balance
of the Compensation/Settlement Payments shall bear interest at Comerica
Bank's prime rate until paid in full; and (ii) Peat may exercise any
rights or remedies granted by law. In the event Peat breaches or fails to
perform any of his obligations under this Agreement and such failure
continues for a period of thirty (30) days after written notice of such
failure is delivered by Manatron to Peat, (and provided that Manatron is
not in material breach of this Agreement) Manatron may cease performing
its obligations under this Agreement until such time as Peat cures such
breach or failure to perform and may exercise any rights or remedies
granted hereunder or by law.
18. TERMINATION OF AGREEMENTS. The Employment Agreement and all
other written and oral agreements entered into between Manatron and Peat
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prior to the date of this Agreement (except for employee benefit plans)
are hereby terminated and of no further force or effect.
19. PERSONAL PROPERTY. Peat shall be entitled to remove and retain
his personal property located on any of the premises of Manatron at such
times as are mutually satisfactory to Manatron and Peat.
20. MISCELLANEOUS PROVISIONS.
20.1 SURVIVAL. All representations, warranties and agreements
made by the parties pursuant to this Agreement shall survive the
consummation of the transactions contemplated by this Agreement.
20.2 NOTICES. All notices, demands and requests required or
permitted to be given under the provisions of this Agreement shall be in
writing and shall be deemed delivered (a) when personally delivered to the
party to be given such notice or other communication, (b) on the business
day that such notice or other communication is sent by facsimile or
similar electronic device, fully prepaid, which facsimile or similar
electronic communication shall promptly be confirmed by written notice,
(c) on the third business day following the date of deposit in the United
States mail if such notice or other communication is sent by certified or
registered air mail with return receipt requested and postage thereon
fully prepaid, or (d) on the business day following the day such notice or
other communication is sent by reputable overnight courier. The addresses
for notices under this Agreement shall be those set forth below or such
other addresses as the parties may designate in writing.
If to Manatron: Manatron, Inc.
2970 South 9th Street
Kalamazoo, MI 49009
Attention: Chairman of the Board
If to Manatron: Manatron, Inc.
2970 South 9th Street
Kalamazoo, MI 49009
Attention: Vice President-Finance
With a copy to: Stephen C. Waterbury, Esq.
Warner, Norcross & Judd, L.L.P.
111 Lyon Street, N.W., Suite 900
Grand Rapids, MI 49503-2489
If to Peat: Allen F. Peat
3640 Bal Harbour, Apt. 513
Punta Gorda, Florida 33950
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With a copy to: John R. Cook, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, MI 49007
20.3 BENEFIT AND ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and their respective
successors, assigns, heirs and legal representatives; provided that
Manatron may not assign any of its rights or duties under this Agreement.
In the event of the death of Peat, the Compensation/Settlement shall be
paid to Dolores Peat, or in the event of her death, to Peat's heirs, legal
representatives, or assigns and the provisions of section 12 above shall
apply to any holder of the Existing Shares who takes such shares by
descent or devise.
20.4 CHOICE OF LAW AND CHOICE OF FORUM. This Agreement shall be
governed, construed and enforced in accordance with the laws of the State
of Michigan. Any and all actions concerning any dispute arising hereunder
shall be filed and maintained only in a state or federal court sitting in
the State of Michigan, and the parties hereto consent and submit to the
jurisdiction of such state or federal court.
20.5 COUNTERPARTS. This Agreement may be signed in any number
of counterparts with the same effect as if the signature on each such
counterpart were upon the same instrument. Each executed copy shall be
deemed an executed original for all purposes.
20.6 ENTIRE AGREEMENT. This Agreement, and all documents,
schedules, exhibits or certificates prepared in connection herewith,
represent the entire understanding and agreement between the parties with
respect to the subject matter hereof, supersede all prior agreements or
negotiations between such parties, and may be amended, supplemented or
changed only by an agreement in writing which makes specific reference to
this Agreement or the agreement delivered pursuant hereto, as the case may
be, and which is signed by the party against whom enforcement of any such
amendment, supplement or modification is sought.
20.7 FEES OF LEGAL COUNSEL. Within ten (10) days after
receiving a statement therefor, Manatron shall pay the fees and expenses
of Peat's counsel incurred by Peat on and after October 16, 1995 arising
from the events surrounding and negotiation and drafting of this Agreement
and any advice rendered after execution of this Agreement regarding its
impact on Peat in an amount equal to the lesser of: (i) 2/3rds of such
fees and expenses; or (ii) $12,500.
20.8 UNEMPLOYMENT COMPENSATION. Peat is voluntarily resigning
employment with Manatron, and agrees not to apply for unemployment
compensation benefits from the Michigan Employment Security Commission
against Manatron. If Peat claims unemployment compensation benefits,
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Manatron may offset the amount of such benefits against the
Compensation/Settlement Payments.
20.9 INVALIDITY. If any provision of this Agreement as applied
to any party or to any circumstance shall be adjudged by a court of
competent jurisdiction to be invalid or unenforceable, the same shall in
no way affect any other provision of this Agreement, the application of
such provision in any other circumstances, or the validity or
enforceability of this Agreement. The parties agree that the provisions
hereof are reasonable and intend this Agreement to be enforced as written.
However, if any provision, or part thereof is held to be unenforceable
because of the duration thereof, the area covered thereby, or the types of
activities restricted thereby, all parties agree that a Court of competent
jurisdiction making such determination shall have and should exercise the
power to: reduce the duration and/or area of such provision or types of
activities restricted to the maximum duration and/or area permitted by
applicable law; to delete specific words or phrases; and to enforce such
provision in its reduced form.
20.10 KNOWING AND VOLUNTARY AGREEMENT. Peat acknowledges and
agrees that he has carefully read this entire Agreement, is fully aware of
and understands its contents, and specifically understands that the
waivers and releases and promises not to sue, fully and finally dismiss
and dispose of any and all claims which he has or may have against
Manatron occurring prior to the effective date of this Agreement, and that
he enters into this Agreement knowingly and voluntarily. Peat
acknowledges that he has been advised to consult with his own attorney
prior to executing this Agreement. Peat further acknowledges that he
received this Agreement on October 20, 1995, has deliberated whether to
sign this Agreement, and agrees that the period of time between receipt
and execution of this Agreement provided a reasonable time period for
deliberation.
20.11 TIME PERIOD FOR CONSIDERATION. Peat received a copy of
this Agreement on October 20, 1995. In accordance with the terms of the
Older Workers Benefit Protection Act, Peat is entitled to consider and
review this Agreement for 21 days, ending November 10, 1995, before
deciding whether to sign it. If he elects to sign it before the
expiration of that period, he does so voluntarily, because he fully
understands the Agreement and wishes to sign it sooner, understanding that
by doing so, he waives any remaining portion of the 21-day period. Peat
understands and acknowledges that he is fully entitled to and is
encouraged to consult with an attorney during this period for
consideration.
20.12 REVOCATION - EFFECTIVE DATE OF AGREEMENT. In accordance
with the terms of the Older Workers Benefit Protection Act, Peat has the
right to revoke this Agreement for a period of seven days following the
date of his execution of this Agreement. Peat agrees that, promptly upon
execution of this Agreement, Manatron must be provided with a properly
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executed copy of this Agreement by delivery to Manatron. Peat may, at any
time prior to the expiration of this seven-day period, at his sole option,
revoke this Agreement by notice to Manatron together with return of all
consideration paid to Peat hereunder. This Agreement shall not become
effective or enforceable until the seven-day revocation period has expired
without Peat having revoked his agreement hereto.
20.13 WAIVER OF SPECIFIC STATUTORY PROVISIONS. Peat's claims
waived, released and discharged hereunder include, but are not limited to:
claims arising out of the Employment Agreement and/or any extensions
thereof, any administrative or civil claims arising under Michigan's
Elliott-Larsen Civil Rights Act, Michigan's Handicappers' Civil Rights
Act, the Federal Civil Rights Act of 1964, the Federal Age Discrimination
in Employment Act as amended,the Older Worker's Benefit Protection Act,
the Federal Americans with Disabilities Act, Section 503 of the
Rehabilitation Act of 1973, or claims arising out of any other state or
federal protective statutes or administrative rulings or any Michigan or
federal court rulings relating to the reasonableness, fairness, just cause
of or consistent application of the Manatron's policies relative to the
severance of Peat's employment, and shall include all claims for attorney
fees, or compensatory, exemplary, or punitive damages for any such claim.
20.14 NO REINSTATEMENT. Peat hereby waives any right or claim
to reinstatement to his former employment with Manatron and agrees to make
no claim or application for such employment in the future. Peat
acknowledges and agrees that Manatron is under no obligation whatsoever to
offer or provide employment of any nature, for any duration, to him, and
in fact, will not re-employ him.
20.15 RETURN OF COMPANY PROPERTY. With the exception of the
automobile and Dayton Residence addressed elsewhere, Peat shall
immediately return to Manatron all property of Manatron (or of any
affiliate) in Peat's possession, including, but not limited to, credit
cards, keys, files, correspondence, customer lists, business notes,
memoranda, office equipment, electronic equipment, computers,
telecommunications equipment, car phones, fax machines, beepers,
documents,and all other materials relating to Manatron's business. Peat
agrees not to make, keep, or deliver to anyone else photocopies or other
facsimiles of such materials.
[Continued on Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the 17th day of October, 1995.
MANATRON, INC.
By: \s\ PAUL R. SYLVESTER
Paul R. Sylvester
Its: Vice President - Finance
\S\ ALLEN F. PEAT
Allen F. Peat, Individually
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EXHIBIT 99(A)
FOR IMMEDIATE RELEASE Contact: Paul Sylvester
Manatron, Inc.
(616) 375-5300
or
Don Hunt, Brian Edwards
Seyferth & Associates, Inc.
(616) 776-3511
ALLEN F. PEAT RETIRES FROM MANATRON, INC.
KALAMAZOO, Michigan, October 19, 1995 -- Manatron, Inc. (NASDAQ:
MANA) today announced the retirement of its president, chief executive
officer and chairman, Allen F. Peat.
Peat, who will turn 60 in December, founded the Kalamazoo,
Mich.-based provider of computer products and services in 1969. Peat's
retirement became effective October 17, 1995. He will remain a member of
Manatron's Board of Directors.
In a special meeting, Manatron's Board of Directors elected Company
senior corporate vice president Randall L. Peat as chairman, and named
director Gene Bledsoe interim president and CEO.
Randall L. Peat, Allen's brother, co-founded the Company and has
served as an officer and director since 1972. He is presently serving
as corporate senior vice president and formerly served as Manatron's
president of judicial information systems.
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MANATRON/PAGE 2
Bledsoe, a member of Manatron's Board since 1993, will assume
responsibility for day-to-day operations of Manatron, effective
immediately. Bledsoe is currently the managing partner of the
Casal Group, a Dallas-based computer industry consulting firm.
Manatron's Board is planning a nationwide search to
permanently fill the president and CEO position.
Peat's retirement follows a five-year period in which Manatron's
revenues tripled, increasing from $8.4 million in fiscal 1991 to $24.7
million in the most current fiscal year, ended April 30, 1995. During
the same period, Manatron acquired five significant competitors in
an effort to increase its market share and broaden its product lines.
"Everyone at Manatron owes Allen a great deal of respect and
gratitude for the direction and energy he's provided to the
business over the years," said Randall Peat. "He has helped
build a solid foundation, which will be crucial as we refocus on our
core business and pursue enhanced profit margins."
As previously reported, Manatron posted a net loss of $321,692,
or 11 cents a share, in the first quarter ended July 31, 1995,
compared with net income of $117,016, or 4 cents a share, during
the same period last year. Manatron reported that net sales
increased 24 percent to $5.7 million during the first quarter,
compared with net sales of $4.6 million in the same period last year.
The Company said it expects to post another, more modest loss in
fiscal 1995's second quarter, which ends October 31, 1995.
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MANATRON/PAGE 3
Peat's retirement follows Manatron's recent annual meeting. Five
Company directors were elected to the Board and a 1995 Long-Term
Incentive Plan was approved by shareholders.
Manatron, Inc. designs, markets and maintains data-processing
systems for government units at the municipal, county and state level.
Manatron, Inc. currently has over 1,600 customers in 35 states.
Manatron posted sales of $24.8 million in its fiscal year ended April
1995.
# # #
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EXHIBIT 99(B)
FOR IMMEDIATE RELEASE CONTACT: Paul Sylvester
Manatron, Inc.
(616) 375-5300
or
Don Hunt, Brian Edwards
Seyferth & Associates
(616) 776-3511
MANATRON TO TAKE SECOND-QUARTER CHARGE OF $1.5 MILLION
FOR MANAGEMENT TRANSITION COSTS
KALAMAZOO, Michigan, November 14, 1995 -- Manatron, Inc. (NASDAQ:
MANA) today announced it would take a second-quarter charge of
approximately $1.5 million as a result of costs related to recent
management-level restructuring.
According to Manatron, the majority of the charge stems from
deferred compensation and other continuing benefits granted to
former Company President, Chairman and CEO Allen F. Peat
upon his recent retirement.
Peat, who continues to serve as a Manatron director, retired
from the posts of president, chairman and CEO on Oct. 17, 1995.
The Company also said it is assuming the final installament of
a note owed by Peat in connection with a stock purchase agreement,
in exchange for 150,000 shares of Manatron common stock. In March
of 1994, Peat agreed to purchase at market value approximately
430,000 shares previously owned by a principal shareholder with a
two-year note guaranteed by the Company.
Manatron added that the $1.5 millon charge also covers other
costs related to the transition, including the set-up and operation
of a nationwide search committee for a new Manatron president.
-- more --
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MANATRON/PAGE 2
"While the charge will have an impact on our second-quarter
results, we still anticipate a more modest loss from normal
recurring operations than we experienced in the first quarter,"
said Director Gene Bledsoe, Manatron interim president and CEO.
"We will be refocusing on our core businesses, our balance sheet
is strong, and we are working hard to restore profitability as
soon as possible."
Manatron designs, markets and maintains data-processing
systems for government units at the municipal, county and state
level. Manatron currently has over 1,500 customers in 35 states.
Manatron posted sales of $24.8 million in its fiscal year ended
April 1995.
# # #
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