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: September 15, 1999
(Date of earliest event reported)
OPEN PLAN SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 0-20743 54-1515256
(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation or organization) File Number)
4299 Carolina Avenue,
Building C, Richmond, Virginia 23222
(Address of principal executive office) (Zip Code)
(804) 228-5600
(Issuer's telephone number)
Item 1. Changes in Control of Registrant
On September 15, 1999, Open Plan Systems, Inc. (the "Company") issued a
press release which is attached as Exhibit 99.1 and incorporated herein by
reference. In such press release, the Company announced that the Company and
certain investors had agreed to purchase for cash the 993,542 shares of the
Company's common stock held by the its founder, Stan A. Fischer, at a price of
$2.50 per share. Mr. Fischer's holdings represented beneficial ownership of
approximately 21.26% of the Company's common stock.
Approximately 270,000 of Mr. Fischer's shares were redeemed by the Company.
The remaining such shares were purchased by thirteen investors, who included a
number of the Company's executive officers and directors, as set forth below:
Purchasers Title Shares Purchased
Anthony F. Markel Chairman and Director 100,000
John L. Hobey Chief Executive Officer and Director 50,000
Robert F. Mizell Director 10,000
E. W. Mugford Director 4,000
Troy A. Peery Director 75,000
W. Sydnor Settle Director 50,000
William F. Crabtree Chief Financial Officer 4,000
Other private investors 431,000
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Total 724,000
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To the Company's knowledge, the source of the cash consideration paid by
such investors was personal funds.
Affiliates of Great Lakes Capital, L.L.C. ("Great Lakes"), including
Messrs. Hobey, Settle and Crabtree, acquired 160,000 shares. As a result, the
beneficial ownership of the Company's common stock by the Great Lakes group
increased from approximately 16.66% to approximately 20.69%. Under a certain
Voting and Standstill Agreement dated June 17, 1998 between the Company, Great
Lakes and Great Lakes Capital, Inc. (the "Standstill Agreement"), Great Lakes
and its affiliates are generally prohibited from acquiring beneficial ownership
of greater than 21% of the Company's common stock. Such agreement also provides
for the Company to cooperate with Great Lakes and its affiliates in avoiding the
triggering of the Virginia Control Share Acquisitions statute (the "Virginia
Statute") with respect to purchases by the group of up to the 21% cap. In
general, the Virginia Statute is activated when a purchase by a person causes
such person's shareholdings to equal or exceed 20% of the issuer's common stock.
Pursuant to the Standstill Agreement and in order to facilitate the share
purchase from Mr. Fischer without triggering the Virginia Statute, the Fischer
transaction was effected in two parts, which occurred concurrently. First, in
accordance with a certain Stock Purchase Agreement dated August 31, 1999 (which
agreement is attached as Exhibit 99.2 and incorporated herein by reference), the
Company and those investors who were not affiliated with Great Lakes purchased
the 993,542 shares of common stock from Mr. Fischer. Included in the Company's
total were 160,000 shares in addition to the approximately 270,000 shares it was
to redeem on a net basis. Secondly, pursuant to a certain Stock Redemption and
Sale Agreement dated August 31, 1999 (attached as Exhibit 99.3 and incorporated
herein by reference), the Company sold 160,000 shares to Messrs. Hobey, Settle
and Crabtree and certain other Great Lakes affiliates in a private transaction.
In the two purchase agreements described above, the Company agreed to
effect a resale or "shelf" registration of the shares purchased with the
Securities and Exchange Commission and other applicable securities regulators,
for the benefit of the thirteen investors. Previously, the Company had approved
such a registration of the shares held by Mr. Fischer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press release issued by the Registrant on September 15, 1999.
99.2 Stock Purchase Agreement, dated August 31, 1999, by and between the
Registrant, Stan A. Fischer and certain investors named therein.
99.3 Stock Redemption and Sale Agreement, dated August 31, 1999, by and
between the Registrant and certain investors named therein.