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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
PROLOGIC Management Systems, Inc.
(Exact name of issuer as specified in charter)
2030 East Speedway Blvd., Tucson, Arizona 85719
(Address of principal executive offices)
Issuer's telephone number, including area code (520) 320-1000
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:
1. Title of security: Common Stock
2. Number of shares outstanding before the change: 3,328,070
3. Number of shares outstanding after the change: 3,665,395
4. Effective date of change: August 15, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)
Issuance of shares in connection with a triangular merger.
Give brief description of transaction:
Pursuant to the terms and conditions of the Agreement and Plan of
Reorganization dated as of June 1, 1996 (the "Agreement") among PROLOGIC
Management Systems, Inc. ("Issuer"), BASIS, Inc. ("BASIS"), BASIS Acquisition
Corp. ("Merger Subsidiary") and certain Principal Shareholders of BASIS,
PROLOGIC acquired BASIS through the merger of BASIS with and into the Merger
Subsidiary (the "Merger"). As a result of the Merger, BASIS became a
wholly-owned subsidiary of the Issuer.
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As consideration for the Merger, the shareholders of BASIS ("BASIS
Shareholders") received an aggregate of 337,325 shares of the Issuer's common
stock ("PROLOGIC Common Stock"). In addition, the Issuer paid to the BASIS
Shareholders cash in the aggregate amount of $500,000, and will issue to the
BASIS Shareholders additional PROLOGIC Common Stock valued at up to $1,600,000
if certain post-merger earn-out targets in the Agreement are met during the
Issuer's fiscal years ending June 30, 1997 and 1998 ("Contingent
Consideration").
If at any time prior to June 30, 1998, the Issuer effects an asset
transfer of any intellectual property that was an asset of BASIS as of May 15,
1996 (other than (a) through licenses in the ordinary course of business, (b) a
transfer to the Issuer, a parent of the Issuer or a majority-owned subsidiary of
the Issuer), (c) in connection with the sale or transfer of all or substantially
all of the assets or shares of the Merger Subsidiary or the Issuer), then the
Issuer shall issue shares of PROLOGIC Common Stock to BASIS Shareholders in an
amount equivalent to thirty percent (30%) of the net consideration received or
to be received by the Issuer for such assets ("Additional Consideration").
Either the Issuer or BASIS may elect to have up to forty percent (40%)
of the Contingent Consideration or the Additional Consideration paid in cash
rather than in shares of PROLOGIC Common Stock.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change N/A
2. Name after change N/A
3. Effective date of charter amendment changing name N/A
4. Date of shareholder approval of change, if required N/A
Date: August 22, 1996 /s/ James M. Heim
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James M. Heim, President and
Chief Executive Officer
