UNITED STATES
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): May 17, 1999
CFI ProServices, Inc.
(Exact name of registrant as specified in its charter)
Oregon 0-21980 93-0704365
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 S.W. Sixth Avenue, Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 274-7280
This Form 8-K consists of 39 pages. Exhibits are indexed on page 4.
Item 2. Acquisition or Disposition of Assets.
Effective as of May 17, 1999, CFI ProServices, Inc. (the "Company"),
acquired substantially all of the equity interests of MECA Software, L.L.C., a
Delaware limited liability company ("MECA"). MECA, whose principal executive
offices are located in Trumbull, Connecticut, is a developer of personal
financial management software and Internet solutions for financial service
providers. MECA also provides custom software development, consulting services,
manufacturing and fulfillment, technical support, training and marketing.
In accordance with the terms of a Purchase and Sale Agreement (the
"Agreement") executed on May 17, 1999 by and among MECA, each of the individual
members of MECA (the "Members"), the Company, and MoneyScape Holdings, Inc., an
Oregon corporation and wholly owned subsidiary of CFI ("MSHI"), the Company
agreed to assume approximately $10 million of net liabilities of MECA, and the
Company and MSHI agreed to provide 50,000 shares of CFI stock to the Members
(the "CFI Stock").
The terms of the acquisition were determined by negotiations between
the Company, MECA and the Members. Prior to entering into the Agreement, there
was no relationship between the Company and MECA or any of the Members.
MECA does not own a significant amount of assets categorized as
property and equipment and MECA leases the facilities out of which it currently
operates. The Company intends that it will continue to utilize these facilities
and equipment (primarily computer equipment) in the same manner MECA utilized
them prior to the Company's acquisition.
The Company's acquisition of MECA was financed through the Company's
credit facility with its primary lender.
In connection with this acquisition, the Company believes it will
likely take a pre-tax charge in the second quarter of 1999 representing the
value, to be determined by independent appraisal, of acquired in-process
research and development.
The Agreement is being filed as Exhibit 2.1, and is incorporated
into this Current Report on Form 8-K by this reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Financial
statements will be filed with the Commission within 60 days of this report, in
accordance with Item 7 of this Form 8-K.
(b) Pro forma financial information. Pro forma financial information
will be filed with the Commission within 60 days of this report, in accordance
with Item 7 of this Form 8-K.
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(c) Exhibits.
Exhibit No. Description
2.1 Purchase and Sale Agreement, dated May 17,
1999, among MECA Software, L.L.C., the
members of MECA Software, L.L.C, CFI
ProServices, Inc., and MoneyScape Holdings,
Inc.
SIGNATURES
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.
CFI PROSERVICES, INC.
Date: June 1, 1999 By: /s/ Jeffrey P.
-----------------------------
Strickler
Jeffrey P. Strickler,
Vice President and
General Counsel
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Number Description
Page
2.1 Purchase and Sale Agreement, dated May 17, 1999, -5-
among MECA Software, L.L.C., the
members of MECA Software, L.L.C, CFI
ProServices, Inc., and MoneyScape
Holdings, Inc.
4