SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 17, 2003
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Progressive Software Holding, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-05513 06-0682273
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(Commission File Number) (IRS Employer Identification Number)
6836 Morrison Boulevard, Charlotte, NC 28211
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(Address of principal executive offices)
(406) 556-9886
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
As described in a prior Form 8-K filing dated August 21, 2002, the
registrant's Certificate of Incorporation dated August 2, 2002 (the "Certificate
of Incorporation") provides that, upon the occurrence of certain events of
default ("Triggering Events") by the registrant under the Credit Agreement dated
August 6, 2002 (the "Credit Agreement") among the registrant, its subsidiary and
Ark CLO 2000-1, Limited ("ARK") and notice to the registrant, the holders of all
outstanding shares of Series B Common Stock will have in the aggregate 33% of
all rights to dividends and distributions and rights in liquidation, and will
have such number of votes per share of Series B Common Stock as will result in
all holders of all outstanding shares of Series B Common Stock having 51% of all
voting rights of the holders of all Common Stock then outstanding. The
registrant defaulted in certain financial covenants under the Credit Agreement
for the fiscal quarter ended September 30, 2003, such defaults resulted in a
Triggering Event pursuant to the terms of the Certificate of Incorporation and
the registrant has received notice from ARK in the form of a letter dated
October 17, 2003 of such Triggering Event.
Accordingly, ARK is now entitled to receive 33% of all dividends and
distributions, and to cast 51% of all votes cast by holders of the registrant's
outstanding Common Stock.
In addition, as described in the prior Form 8-K filing dated August 21,
2002, the registrant, certain holders of Series A Common Stock (the "MassMutual
Holders") and holders of Series B Common Stock ("Series B Holders") entered into
a Stockholders Agreement. The Stockholders Agreement provides for the election
of a three-member board of directors (the "Board"), one to be designated by the
MassMutual Holders, one to be designated by the Series B Holders and one to be
designated by certain members of management (the "Management Representatives").
Pursuant to the Stockholders Agreement, William A. Beebe was appointed to the
Board by the Management Representatives. The Stockholders Agreement provides
that, automatically upon a Triggering Event, the director appointed by the
Management Representatives shall immediately cease to be a member of the Board,
the Series B Holders shall have the right to designate a member of the Board to
fill the vacancy and the Management Representatives shall have no further rights
to appoint directors, such that after a Triggering Event the Series B Holders
are entitled to appoint a total of two members of the Board.
Accordingly, effective on October 20, 2003, William A. Beebe ceased to be a
member of the Board and Gregory Murphy was appointed by the Series B Holders to
fill the vacancy. Gregory Murphy graduated from Northeastern University in
Boston with a B.S. degree in Business. After graduation, he went to work for the
Federal Deposit Insurance Corporation, Division of Liquidation. In 1983, he
joined Interfirst Bank in Forth Worth, Texas. Subsequent to the acquisition of
Interfirst (then First Republic Bank) by N.C.N.B., Mr. Murphy accepted a
position in Charlotte as the Senior Credit Risk Officer for the bank's
Commercial and Real Estate Problem Loan Unit. In January of 2001, Mr. Murphy
joined Patriarch Partners, LLC to establish the Charlotte office and serve as
its Chief Officer and Executive Managing Director. Mr. Murphy is 56 years old.
Item 5. Other Events
On October 30, 2003, the registrant advised Thomas Saari, its Senior Vice
President of Sales and Marketing that it would not be extending his employment
agreement, which terminates by its terms on November 4, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Progressive Software Holding, Inc.
By: /s/William A Beebe
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William A. Beebe
Chief Financial Officer
Date: October 31, 2003
