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 7, 1997
MB Software Corporation
(Exact name of registrant as specified in its charter)
Colorado 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
a) Acquisition of Assets.
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On August 7, 1997 MB Software Corporation ("MBSC"), acquired Sandy Home Health,
a St. George, Utah based entity. The acquisition was accomplished through
Healthcare Innovations, LLC "(HI"), an entity formed by MBSC and Imagine
Investments, Inc. for the purpose of acquiring healthcare business.
b) Assets and "Business" Involved in the Acquisition.
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John Anderson, sole shareholder, sold, transferred and conveyed to Purchaser all
of the stock of Sandy Home Health, which is a home healthcare business. The
assets of Sandy Home Health include software source code and libraries owned and
licensed by Seller, medical equipment, computer equipment, furniture, customer
and prospect lists and accounts receivable as of August 1997.
c) HI will operate the business for much the same purposes as previously
operated by Sandy Home Health.
d) Consideration and Sources of Funds.
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HI acquired all of the outstanding stock of Sandy Home Health for $50,000. In
addition, HI entered into an employment agreement with John Anderson, the former
owner of Sandy Home Health. HI loaned Mr. Anderson or his affiliates the sum of
$125,000, which sum can either be repaid in two years or forgiven and treated as
income at the option of the borrower. MBSC granted Mr. Anderson options to
purchase 250,000 shares of MBSC Common Stock.
Item 7. Financial Statements and Exhibits.
Upon review of the financial information and nature of the acquisition the
Company has concluded that no pro-forms financial settlements are required to be
filed with respect to such acquisition.
The following is a list of exhibits filed as part of this Current Report on
Form 8-K.
Exhibit
Number Description of Exhibit
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2.1 Purchase Agreement dated as of August 7, by and between Sandy Home Health,
Inc., a Utah corporation and Heathcare Innovations, LLC, an Arkansas
limited liability company.
2.2 Employment Agreement between HI and John Anderson.
2.3 Commitment letter for $125,000 loan.
2.4 Option Agreement between MBSC and John Anderson.
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2.5 Press Release
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: August 21, 1997
/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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