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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): September 15, 1999
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona 1-13704 86-0498857
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2030 East Speedway Boulevard, Tucson, Arizona 85719
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (520) 320-1000
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ITEM 5. OTHER EVENTS
On September 15, 1999, Prologic Management Systems, Inc., an Arizona
corporation (the "Registrant"), 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 Registrant, SRI Acquisition Corp. (the
"Merger Subsidiary") (the "Merger"). Subject to the completion of certain
conditions of the Agreement and Plan of Merger and Reorganization (the
"Agreement"), the Registrant anticipates that the Merger shall become effective
on or before November 15, 1999 (the "Effective Date"). Because Prologic will be
the surviving entity, no shareholder vote is needed to approve the Merger. After
the Effective Date, Solid will continue to exist as a wholly owned subsidiary of
the Registrant.
Pursuant to the terms and conditions of the Agreement, the shareholders
of Solid (the "Solid Shareholders") shall receive on the Effective Date an
aggregate of 358,333 shares of the Registrant's Series C Cumulative Convertible
Preferred stock ("Prologic Preferred Stock"), or approximately .35833 share of
Prologic Preferred Stock for each share of the common stock of Solid.
Currently, Solid has 1,000,000 shares of common stock issued and outstanding.
The Prologic Preferred Stock is valued at $4,300,000 as calculated under the
terms of the Agreement, and each share of Prologic Preferred Stock is
convertible into three (3) shares of Prologic common stock after twelve (12)
months. As further consideration for the Merger, the Registrant shall pay to
the Solid Shareholders cash in the aggregate amount of $6,500,000. Moreover,
the Registrant will compensate the Solid Shareholders with additional Prologic
Preferred Stock and cash, valued in the aggregate at up to $8,006,400, if
certain post-merger conditions contained in the Agreement are met by the period
ending September 30, 2000.
Solid's revenues for the fiscal year ended September 30, 1998, exceeded
$50 million. On a pro forma basis, the combined revenues for the most recent
fiscal years ended of the Registrant and Solid approach $68 million.
The Agreement is attached as an exhibit hereto and is incorporated
herein by reference. Solid is in the business of designing, developing and
marketing technology hardware and software solutions for the integration of open
computer systems. Solid also provides consulting services regarding systems
integration to a variety of commercial customers. The Registrant intends that
Solid will continue in its current lines of business, operating primarily from
its headquarters in Houston, Texas.
"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 ability of the Registrant and
Solid to complete the conditions of the Agreement, the Registrant's ability to
obtain suitable financing, and the Registrant's ability to appropriately
integrate the acquired company and manage the costs associated with the
integration and administration of Solid's operations. Additional risks and
uncertainties include the impact of competitive products and pricing, product
demand and market acceptance risks, the presence of competitors with greater
financial resources, product development and marketability, capacity and supply
constraints or difficulties, and the results of additional financing efforts.
Further information regarding these and other risks are described from
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time to time in the Registrant's filings with the Securities and Exchange
Commission, including the Registrant's latest Form 10-KSB.
Item 7. Exhibits
10.1 Agreement and Plan of Merger and Reorganization
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: September 21, 1999 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. Description
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10.1 Agreement and Plan of Merger and Reorganization
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