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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)
August 15, 1996
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona 1-13704 86-0498857
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
2030 East Speedway Blvd.
Tucson, Arizona 85719
(Address of principal executive offices)(Zip Code)
(520) 320-1000
(Registrant's telephone number, including area code)
2731 East Elvira
Suite 151
Tucson, Arizona 85706-7124
(Former name or former address if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Effective August 15, 1996, upon the acceptance of the Articles of
Merger by the Arizona Corporation Commission, Prologic Management Systems, Inc.,
an Arizona corporation (the "Registrant"), acquired BASIS, Inc., a California
corporation ("BASIS"), through the merger of BASIS into a wholly-owned
subsidiary of the Registrant, BASIS Acquisition Corp. (the "Merger Subsidiary")
(the "Merger"). BASIS will continue to exist as a wholly-owned subsidiary of the
Registrant.
Pursuant to the terms and conditions of the Agreement and Plan of
Reorganization dated as of June 1, 1996 (the "Agreement") among Registrant,
BASIS, Merger Subsidiary and certain Principal Shareholders of BASIS, the
shareholders of BASIS ("BASIS Shareholders") received an aggregate of 337,325
shares of the Registrant's common stock ("Prologic Common Stock"), or
approximately .239 shares of Prologic Common Stock for each share of the common
stock of BASIS ("BASIS Common Stock"). The Prologic Common Stock so issued was
valued at $1,400,000 as calculated under the terms of the Agreement. As further
consideration for the Merger, the Registrant paid to the BASIS Shareholders cash
in the aggregate amount of $500,000. Moreover, the Registrant will issue to the
BASIS Shareholders additional Prologic Common Stock valued at up to $1,600,000
if certain post-merger earn-out targets in the Agreement are met during the
Registrant's fiscal years ending June 30, 1997 and 1998 ("Contingent
Consideration").
In addition, if at any time prior to June 30, 1998, the Registrant
effects an asset transfer of any intellectual property that was an asset of
BASIS as of May 15, 1996 (other than (a) through licenses in the ordinary course
of business, (b) a transfer to the Registrant, a parent of the Registrant or a
majority-owned subsidiary of the Registrant), (c) in connection with the sale or
transfer of all or substantially all of the assets or shares of the Merger
Subsidiary or the Registrant), then the Registrant shall issue shares of
Prologic Common Stock to BASIS Shareholders in an amount equivalent to thirty
percent (30%) of the net consideration received or to be received by the
Registrant for such assets ("Additional Consideration"). Either the Registrant
or BASIS may elect to have up to forty percent (40%) of the Contingent
Consideration or the Additional Consideration paid in cash rather than in shares
of Prologic Common Stock.
The funds used for the Merger were obtained from the liquid resources
of the Registrant and no bank or other loans have been used for this
transaction.
The Agreement is attached as Exhibit 1 hereto and is incorporated
herein by reference. Prior to the Merger, BASIS was in the business of the
designing, developing and marketing technology hardware and software solutions
for the integration of open computer systems. BASIS also provided consulting
services regarding systems integration to a variety commercial customers. The
Registrant intends that BASIS will continue in its current lines of business,
operating from offices in the San Francisco Bay area.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements
It is impracticable for the Registrant to provide the required
audited financial statements of BASIS at the time of filing
this report. The registrant presently anticipates that it will
be able to file the financial statements which are required to
be filed pursuant to Regulation S-B, on a date which is within
the 60-day period provided in Item 7(a)(4) of Form 8-K.
(b) Pro Forma Financial Information
It is impracticable for the Registrant to provide the required
pro forma financial information at the time of filing this
report. The registrant presently anticipates that it will be
able to file the financial information which is required to be
filed pursuant to Regulation S-B on a date which is within the
60-day period provided in Item 7(a)(4) of Form 8-K.
(c) Exhibits
Agreement and Plan of Reorganization dated as of June 1, 1996
among Prologic Management Systems, Inc., BASIS, Inc., BASIS
Acquisition Corp. and certain Principal Shareholders of BASIS,
Inc.
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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: August 22, 1996 By /s/James M. Heim
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James M. Heim
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Page No.
10.31 Agreement and Plan of Reorganization dated as of June 1, 1996 6
among Prologic Management Systems, Inc., BASIS, Inc., BASIS
Acquisition Corp. and certain Principal Shareholders of BASIS, Inc.
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