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) December 14, 1998
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 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 5. Other Events
On November 12, 1998, MB Software Corporation (the"Company") held
its annual meeting of stockholders. At the annual meeting, stockholders elected
Messrs. Robert E. Gross, Araldo A. Cossutta, Steven W. Evans, Thomas J.
Kirchhofer, Gilbert A. Valdez and Scott A. Haire to serve as directors of the
Company until the next annual meeting of stockholders. Each nominee received
46,472,050 votes in favor of his election, with no votes against his election
and no abstentions or broker non-votes. The stockholders also ratified the
selection of Killman, Murrell & Company as the Company's independent public
accountants to audit the company's financial statements for the 1998 fiscal
year. The ratification proposal received 36,472,050 votes in favor of
ratification, with no votes against the ratification and no abstentions or
broker non-votes.
The stockholders also approved an amendment to the Company's Article of
Incorporation, as more particularly described in the Company's Information
Statement relating to the annual meeting dated October 12, 1998. The amendment
proposal received 46,472,050 votes in favor of the amendment, with no votes
against the amendment and no abstentions or broker non-votes. Following adoption
of the amendment, the Company issued 340,000 shares of its newly adopted Series
A Senior Cumulative Convertible Participating Preferred Stock (the "Series A
Preferred Stock") to Imagine Investments, Inc. ("Imagine") in exchange for a
promissory note executed by the Company as maker in favor of Imagine in the
aggregate in principal amount of $1,400,000 and all of Imagine's interest in
Healthcare innovations, LLC. In addition, the Company has agreed to grant
Imagine registration rights with respect to sales of Common Stock of the Company
acquired upon conversion of the Series A Preferred Stock and Mr. Scott A. Haire,
President and Chairman of the Board of the Company, has entered into an
agreement with Imagine that will allow Imagine to participate in any sale by Mr.
Haire of all or substantially all of his shares of Common Stock of the Company.
Item 7. Financial Statements and Exhibits.
Upon further review of the financial information and nature of the acquisition
described in the Company's Form 8-K, the Company has concluded that no pro-forma
financial settlements are required to be filed with respect to such acquisition.
2
The following is a list of exhibits filed as part of this Current Report on Form
8-K.
EXHIBIT
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Number Description of Exhibit
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2.1 Amendment to Certificate of Incorporation
4.1 Registration Rights Agreement dated November 12, 1998 between Company
and Imagine.
4.2 Letter Agreement dated November 12, 1998 between Imagine and
Scott A. Haire.
10-1 Letter Agreement dated November 12, 1998 between the Company and
Imagine regarding the transfer of interest in Healthcare
Innovations, LLC.
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.
December 14, 1998
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)