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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
August 12, 2002
Date of Report: (Date of earliest event reported)
Commission File Number: 0-19024
FRONTSTEP, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1083175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2800 CORPORATE EXCHANGE DRIVE
COLUMBUS, OHIO 43231
(Address of principal executive offices) (Zip Code)
(614) 523-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On August 12, 2002, the Company issued its 10% convertible subordinated
notes (the "Convertible Notes") in the aggregate principal amount of $2.5
million to, and received $2.5 million in cash from, certain of its preferred
shareholders, including Fallen Angel Equity Fund and entities affiliated with
Morgan Stanley, and two other shareholders and directors of the Company,
Lawrence J. Fox and James A. Rutherford (collectively, the "Investors"), in
accordance with the terms of the private placement transaction previously
announced. The Convertible Notes are each due on May 10, 2004 and are
convertible into common shares of the Company at a conversion rate of $2.4876
per share.
The private placement transaction is discussed and has been disclosed previously
in the Company's Form 8-Ks dated March 7, 2002 and July 9. 2002, respectively,
filed with the Securities and Exchange Commission, and in press releases, copies
of which are included with such filings.
A summary of all convertible notes issued to date and the remaining
amount of funding available to the Company as part of the private placement
transaction is as follows:
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PRINCIPAL PRINCIPAL
PRINCIPAL AMOUNT OF AMOUNT OF
AMOUNT OF CONVERTIBLE CONVERTIBLE
INITIAL NOTES NOTES TO
NAME OF INVESTOR NOTES PURCHASED BE
PURCHASED PURCHASED
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Morgan Stanley Dean Witter Venture Partners IV, L.P. $ 550,131 $ 916,885 $ 366,754
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Morgan Stanley Dean Witter Venture Investors IV, L.P. $ 63,824 $ 106,374 $ 42,549
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Morgan Stanley Dean Witter Venture Offshore Investors
IV, L.P. $ 21,463 $ 35,771 $ 14,309
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Fallen Angel Equity Fund, L.P. $ 264,582 $ 440,970 $ 176,388
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Lawrence J. Fox $ 450,000 $ 750,000 $ 300,000
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James A. Rutherford $ 150,000 $ 250,000 $ 100,000
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Total $1,500,000 $2,500,000 $1,000,000
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed with this Form 8-K:
4 10.0% Convertible Subordinated Note, No. C-1, due May 10, 2004
in the amount of $916,885 issued to Morgan Stanley Dean Witter
Venture Partners IV, L.P. and Schedule A to Exhibit 4
identifying other substantially identical convertible
subordinated notes issued to other investors.
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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.
FRONTSTEP, INC.
Dated: August 15, 2002 By: /s/ Daniel P. Buettin
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Daniel P. Buettin
Vice President and Chief
Financial Officer
(on behalf of the Registrant
and as Principal Financial Officer)
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INDEX TO EXHIBITS
4 10.0% Convertible Subordinated Note, No. C-1, due May 10, 2004
in the amount of $916,885 issued to Morgan Stanley Dean Witter
Venture Partners IV, L.P. and Schedule A to Exhibit 4
identifying other substantially identical convertible
subordinated notes issued to other investors.
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