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): November 14, 2003
MB Software Corporation
(Exact name of registrant as specified in its charter)
Texas 0-11808 59-2219994
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(State or other jurisdiction (Commission File (IRS Employer
incorporation) 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.
Effective November 10, 2003, the Company consummated the acquisition of
MB Holding Corporation, a Nevada corporation ("Holding"), through a merger of
Holding with the Company's wholly owned subsidiary, MBH Acquisition, Inc., a
Nevada corporation. Holding, through its wholly owned subsidiary,
EnvoiiHealthcare, LLC, has developed a system for transmitting electronic
documents in a secure environment. This system is targeted toward meeting the
privacy and data security requirements of the healthcare industry imposed by the
Health Insurance Portability and Accountability Act of 1996.
The consideration paid by the Company for Holding consisted of an
aggregate of 5,000,000 shares of the Company's common stock, $.001 par value per
share (the "Shares"). The Shares were issued to Messrs. Scott A Haire and Araldo
Cossutta, the sole stockholders of Holding. Messrs. Haire and Cossutta are
directors of the Company and Mr. Haire is also the Company's Chairman of the
Board, Chief Executive Officer and President. The Shares were issued by the
Company pursuant to an exemption (Section 4(2)) from the registration
requirements of the Securities Act of 1933, as amended and are restricted
shares.
The foregoing description is not a description of all of the material
terms of the transaction. You should read the documents that are attached as
exhibits to this report for a more complete understanding of the transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
No financial statements are filed herewith. The Company will file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
No pro forma financial statements are filed herewith. The Company will
file pro forma financial statements by amendment hereto not later than 60 days
after the date that this Current Report on Form 8-K must be filed.
(c) Exhibits.
The following is a list of exhibits filed as part of this Current
report on Form 8-K:
2.1 Agreement and Plan of Merger dated as of November 10, 2003, by
and between MB Software Corporation, MBH Acquisition, Inc.,
and MB Holding Corporation.
99.1 Press Release dated November 14, 2003
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: November 21, 2003
MB Software Corporation
/s/ Scott A. Haire
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Scott A. Haire, Chairman of the
Board, Chief Executive Officer
And President (Principal Financial
Officer)
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