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 8, 2002
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MB Software Corporation
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(Exact name of registrant as specified in its charter)
Colorado 0-11808 59-2219994
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2225 E. Randol Mill Road Suite 305, Arlington, Texas 76011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 817-633-9400
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Item 2. Acquisition or Disposition of Assets.
On May 8, 2002, in accordance with the terms of the previously announced
Restructure and Settlement Agreement dated as of November 5, 2001 (the
"Restructure and Settlement Agreement"), among the Corporation, Healthcare
Innovations, LLC, Imagine Investments, Inc. ("Imagine") and XHI2, Inc. ("XHI2"),
the Corporation completed the sale of its medical clinics business to XHI2. In
exchange for the sale, Imagine and XHI2 surrendered to the Corporation, the
Corporation's promissory notes in the aggregate principal amount of $2,200,000,
including all interest due thereunder, and all shares of the Corporation's
Series A Preferred Stock (340,000 shares in the aggregate) held by Imagine and
XHI2. In addition to receiving the Corporation's medical clinics business,
Imagine and XHI2 also received an aggregate of 4,500,000 shares of the
Corporation's common stock. The Settlement and Restructure Agreement was
approved at the Annual Meeting of Shareholders held on February 11, 2002 (the
"Annual Meeting").
With the consummation of the transactions under the Restructure and
Settlement Agreement, the Corporation now intends to proceed with the
merger
transaction that was also approved at the Annual Meeting to reincorporate in
Texas and change the name of the Corporation to eAppliance Innovations, Inc.
Item 7. Financial Statements and Exhibits.
(b) Proforma financial information (unaudited)1
(i) Pro Forma Interim Consolidated Balance Sheet as of December, 2001
(ii) Pro Forma Consolidated Statement of Operations for the year ended
December 2001
(c) Exhibits.
The following is a list of exhibits filed as part of this Current Report on
Form 8-K:
Exhibit No.: Description:
1. Pro form financial statements were included with the Information Statement
for the Annual Meeting which described the sale transaction and are
incorporated herein by this reference.
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.
MB SOFTWARE CORPORATION
Date: May 14, 2002 By: /s/ Scott A,. Haire
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Scott A. Haire
Chief Executive Officer