PRISM GROUP INC /FL/
8-K, 1996-09-16
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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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

                     September 13, 1996
                      (Date of Report)

                     Prism Group, Inc.
     (Exact name of registrant as specified in its charter)

               Florida 0-19987 65-0143407
 (State or other jurisdiction (Commission File No.) (IRS Employer
            of incorporation) Identification No.)

 15530 Woodinville-Redmond Road, Building B-100,  Woodinville,  Washington 98072
       (address of principal executive offices, including zip code)

                      (206) 881-1609
      (Registrant's telephone number, including area code)



<PAGE>


Item 5.  Other Events
As previously  reported on Form 8K filed on August 21, 1996,  MicroDisk Services
("MDS") and Software Production,  Inc. ("SPI"),  the two software  manufacturing
subsidiaries of Prism Group,  Inc. (the "Company"),  contributed their operating
assets to form  Prism  Software  Production,  L.L.C.  ("PSP") on August 1, 1995.
Despite  consolidation  of duplicative  operations and other actions designed to
reduce costs, PSP had not been profitable.

On July 30, 1996,  most of PSP's  inventory  and some  equipment  were sold to a
competitor,  PAC Services,  Inc. ("PAC"),  pursuant to CAPCO Financial  Company,
Inc.'s ("CAPCO")  foreclosure  rights under Article 9 of the Uniform  Commercial
Code.  PSP has ceased  business  operations  and, in fact,  was precluded by the
terms of the sale from competing with the purchaser.  Liquidation of most of the
remaining assets of PSP, other than accounts  receivable,  was concluded through
an auction on August 29, 1996.  The proceeds  from this  auction,  and the other
remaining assets will be insufficient to pay creditors in full.

On August 29, 1996,  three  vendors of PSP filed a petition in U. S.  Bankruptcy
Court for  involuntary  bankruptcy  of PSP under  Chapter 7 of the United States
Bankruptcy  Code.  While no court order has been  entered  determining  that the
petition be granted,  the Company does not anticipate  objecting to the petition
and the Compamy  anticipates  entry of orders  determining that PSP's bankruptcy
under  Chapter  7 of the  United  States  Bankruptcy  Code  should  proceed  and
appointing a bankruptcy trustee for PSP.

                                   SIGNATURES

  In accordance with the requirements of the Exchange Act, the registrant caused
  this  report to be signed on its  behalf  by the  undersigned  thereunto  duly
  authorized.



                                PRISM GROUP, INC.



September 13, 1996                                    By:/s/ K.C. Aly
Date                                                      K.C. Al
                                                       Chief Executive Officer



September 13, 1996                                    By:/s/ N. M. Morris
Date                                                     N. M. Morris
                                                          President





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