<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
January 20, 1998
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona 1-13704 86-0498857
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2030 East Speedway Blvd.
Tucson, Arizona 85719
(Address of principal executive offices)(Zip Code)
(520) 320-1000
(Registrant's telephone number, including area code)
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Item 5. Other Events
As of the Quarter ended September 30, 1997, Prologic Management
Systems, Inc. (the "Company") reported total shareholders' equity of
approximately $923,000. During November and December 1997, the Company entered
into several transactions, more fully described below, that increased equity to
an excess of $1,000,000 at November 30, 1997, giving effect to such transactions
on a pro forma basis as though they had occurred on November 30, 1997.
During December 1997, three (3) note holders, all of whom are
accredited investors, exchanged their debt for unregistered common stock in the
Company. This resulted in a reduction of short term debt in the amount of
$160,000, a reduction in long term debt of $100,000, and an increase in equity
of $260,000. The common stock was exchanged at a price of $.625 per share, for a
total of 416,000 shares. The Company may, at the Company's option, repurchase
the common stock on or before April 15, 1998, at $.75 per share.
During November and December 1997, three (3) affiliates of the Company
purchased, through cash and the assumption of debt, 241,330 shares of
unregistered common stock from the Company at $1.00 per share, which was in
excess of the market price of the Company's common stock on the respective dates
of purchase. During November, Mr. James M. Heim, an officer and director,
acquired 175,000 shares. During December, Mr. Richard E. Metz, an officer and
director, acquired 45,000 shares, and Mr. Martin A. Diamond, an employee of the
Company, acquired 21,330 shares. These transactions resulted in an additional
increase of $241,330 in equity.
The unaudited Pro Forma Financial Information of the Company as of
November 30, 1997, attached hereto as an Exhibit, has been provided to give pro
forma effect to such transactions as though they had occurred on such date.
Item 7. Financial Statements and Exhibits
Exhibit 10.32a Pro Forma Financial Information
Exhibit 10.32b Pro Forma Financial Information
SIGNATURE
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.
PROLOGIC MANAGEMENT SYSTEMS, INC.
Dated: January 16, 1998 By: /s/James M. Heim
-------------------
James M. Heim
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
10.32a Pro Forma Financial Information
10.32b Pro Forma Financial Information
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EXHIBIT 10.32a
PROLOGIC MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
PRO FORMA FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
CONSOLIDATION ADJUSTED
AT PRO FORMA AT
NOVEMBER 30, 1997 ADJUSTMENTS NOVEMBER 30, 1997
------------------ ----------- ------------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS
Cash $ 481,230 $ 481,230
Restricted Cash 1,000,000 1,000,000
Accounts Receivable - Net 2,614,710 2,614,710
Notes Receivable 38,889 38,889
Inventories 337,639 337.639
Prepaid Expenses 151,596 151,596
----------- -----------
Current Assets $ 4,624,064 $ 4,624,064
Fixed Assets - Net 530,032 530,032
Deposits 117,444 117,444
Goodwill - Net 1,354,162 1,354,162
----------- -----------
TOTAL ASSETS $ 6,625,702 $ 6,625,702
=========== ===========
LIABILITIES AND EQUITY
Line of Credit 1,383,957 1,383,957
Accounts Payable 2,275,961 2,275,961
Notes Payable 619,007 (160,000)(1) 459,007
Accrued Expenses 397,025 (66,330)(2) 330,695
Deferred Revenue 182,905 182,905
----------- -----------
Current Liabilities $ 4,858,855 $ 4,632,525
Long term debt 1,027,314 (100,000)(1) 927,314
Equity 739,533 326,330 1,065,863
----------- -----------
TOTAL LIABILITIES AND EQUITY $ 6,625,702 $ 6,625,702
=========== ===========
</TABLE>
(1) $260,000 of debt was converted to 416,000 shares of common stock of the
Company.
(2) In December affiliates of the Company purchased 66,330 shares of common
stock of the Company for the assumption of debt totaling $66,330.
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EXHIBIT 10.32b
PROLOGIC MANAGEMENT SYSTEMS,INC. AND SUBSIDIARIES
Pro Forma Financial Information
CONDENSED CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
EIGHT MONTHS ENDED PRO FORMA ADJUSTED
NOVEMBER 30, 1997 ADJUSTMENTS NOVEMBER 30, 1997
------------------ ----------- ----------------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Revenues
Hardware $ 10,192,273 $ 10,192,273
Licenses 1,586,774 1,586,774
Services 1,811,697 1,811,697
------------ -----------
Total Net Revenue $ 13,590,744 $ 13,590,744
Total Cost of Sales $ 10,896,842 $ 10,896,842
Gross Margin $ 2,693,902 $ 2,693,902
Operating Expenses
Selling and Marketing $ 1,081,422 $ 1,081,422
General & Administrative 2,269,355 2,269,355
Research & Development 268,518 268,518
------------ ------------
$ 3,619,295 $ 3,619,295
Operating Income (Loss) (925,393) (925,393)
Interest Expense 262,352 262,352
Other Income (Expense) (17,492) (17,492)
------------- ------------
Income (loss) before taxes $ (1,205,237) $ (1,205,237)
Income Taxes -- --
------------- ------------
Net loss $ (1,205,237) $ (1,205,237)
</TABLE>
