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U.S. 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
Date of Report (date of earliest event reported)
December 30, 1999
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona I-13704 86-0498857
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2708 East Columbia Street
Tucson, Arizona 85714
(Address of principal executive offices)(Zip Code)
(520) 747-4100
(Registrant's telephone number, including area code)
(Former address: 2030 East Speedway Blvd., Tucson, Arizona, 85719)
(Former telephone number: 520-320-1000)
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ITEM 5. OTHER EVENTS
Stock Purchase and Merger Agreement with Sunburst Acquisitions IV, Inc.
On July 8, 1999, Prologic Management Systems, Inc. (the "Company") entered
into a Stock Purchase and Merger Agreement ("SPMA") with Sunburst Acquisitions
IV, Inc., a Colorado corporation ("Sunburst"). As of the date of this filing,
Sunburst has not met its Traunche 2 Purchase obligations under the SPMA and the
Company has reason to believe that the additional stock purchases required of
Sunburst under the SPMA, and the merger of the Company into Sunburst as
contemplated therein, will not occur as originally reported.
Solid Systems Merger
On September 15, 1999, the Company entered into a definitive agreement to
acquire Solid Systems, Inc., a Texas corporation ("Solid"), through the merger
of Solid into a wholly-owned subsidiary of the Company, SRI Acquisition Corp.
(the "Merger Subsidiary") (the "Merger"). The merger did not close at the
scheduled closing date of December 15, 1999. At this time, the Company and Solid
have mutually agreed not to pursue the planned merger as it was previously
structured. Both companies continue to explore their individual and mutual
alternatives.
Series C Convertible Preferred Stock
On December 30, 1999, the Company sold 75,000 shares of its Series C
Convertible Preferred Stock (the "Series C stock") for an aggregate of $750,000.
The Series C stock has a $10.00 per share face value, $2.25 conversion rate, and
10% dividend rate. Other terms and conditions of the Series C Stock are
virtually identical to the Company's Series B Convertible Preferred Stock
previously issued. Pursuant to the terms specified in the Series B Convertible
Preferred Stock, the Company's Board reduced the conversion rate of the Series B
Convertible Preferred Stock to match the $2.25 conversion rate of the Series C
stock.
Termination of James M. Heim's Employment Agreement
On December 30, 1999 the Company's Board of Directors terminated the
Company's employment contract with James M. Heim, under which he served as
President of the Company. The Board of Directors requested and received Mr.
Heim's written consent to terminate the employment agreement. Mr. Heim accepted
the Board of Directors' offer to retain his services, on an "at will" basis, as
the Company's Chairman of the Board and Chief Executive Officer at a salary
adjusted accordingly.
"SAFE HARBOR" Statement
This Form 8-K contains forward-looking statements, which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve risks and uncertainties,
including, but not limited to, the impact of competitive products and pricing,
product demand and market acceptance risks, the presence of competitors with
greater financial resources, product development and commercialization risks,
costs associated with the integration and administration of acquired operations,
capacity and supply constraints or difficulties, and the results of
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financing efforts. Further information regarding these and other risks are
described from time to time in the Company's filings with the SEC, including
the Company's 1999 Form 10-KSB.
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 5, 2000 By: /s/ James M. Heim
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James M. Heim
Chief Executive Officer
