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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: July 21, 2000
(Date of earliest event reported)
OPEN PLAN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-20743 54-1515256
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4299 Carolina Avenue, Building C
Richmond, Virginia 23222
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 228-5600
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Item 5. Other Events.
Amendment to Voting and Standstill Agreement. The Registrant, Great
Lakes Capital, LLC, a Delaware limited liability company ("LLC"), and Great
Lakes Capital, Inc., a Delaware corporation ("GLC") entered into a Voting and
Standstill Agreement, dated June 17, 1998 (the "Standstill Agreement"), which
established certain conditions of LLC's and GLC's relationship with the
Registrant, including limiting, in general, the ownership by LLC and its
affiliates to no greater than 21.0% of the "Adjusted Outstanding Shares" of
Common Stock of the Registrant, as such term as defined in the Standstill
Agreement.
The Standstill Agreement has been amended to permit LLC and its
affiliates to acquire Common Stock of the Registrant up to 25.0% of Adjusted
Outstanding Shares. Amendment No. 1 to Voting and Standstill Agreement, dated as
of July 21, 2000 (the "Standstill Amendment"), is attached hereto as an exhibit
and is incorporated herein by reference.
Amendment to Registration Rights Agreement. The Registrant and LLC
entered into a Registration Rights Agreement, dated June 17, 1998 (the
"Registration Rights Agreement"), in order to provide certain registration
rights to LLC in order to facilitate the resale of shares of Common Stock of the
Registrant which may be purchased by the LLC pursuant to a Non-Qualified Stock
Option Agreement, dated as of June 17, 1998, between the Registrant and LLC,
relating to a Management and Consulting Agreement, dated as of June 17, 1998
(the "Consulting Agreement"), between the Registrant and LLC, as well as certain
additional shares of Common Stock of the Registrant that LLC and its affiliates
might acquire following the date of the Consulting Agreement.
Concurrently with the Standstill Amendment, which permits LLC and its
affiliates to acquire Common Stock up to 25.0% of Adjusted Outstanding Shares,
the Registration Rights Agreement has been amended to provide registration
rights for certain additional acquisitions of the Registrant's Common Stock by
LLC and its affiliates as now permitted by the Standstill Agreement (as amended
by the Standstill Amendment). Amendment No. 1 to Registration Rights Agreement,
dated as of July 21, 2000, is attached hereto as an exhibit and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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10.1 Amendment No. 1 to Voting and Standstill
Agreement, dated as of July 21, 2000, between the
Registrant, Great Lakes Capital, LLC and Great
Lakes Capital, Inc.
10.2 Amendment No. 1 to Registration Rights Agreement,
dated as of July 21, 2000, between the Registrant
and Great Lakes Capital, LLC.
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SIGNATURE
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.
OPEN PLAN SYSTEMS, INC.
Dated: July 26, 2000 By: /s/ Neil F. Suffa
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Neil F. Suffa
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amendment No. 1 to Voting and Standstill Agreement, dated
as of July 21, 2000, between the Registrant, Great Lakes
Capital, LLC and Great Lakes Capital, Inc.
10.2 Amendment No. 1 to Registration Rights Agreement, dated as
of July 21, 2000, between the Registrant and Great Lakes
Capital, LLC.