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: December 7, 1999
(Date of earliest event reported)
Commission file number 0-20743
OPEN PLAN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1515256
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4299 Carolina Avenue, 23222
Building C, Richmond, Virginia (Zip Code)
(Address of principal executive office)
(804) 228-5600
(Telephone number of registrant, including area code)
Item 5. Other Events.
The press release issued by the Registrant on December 9, 1999 and attached
hereto as Exhibit 99 iS incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99) Press Release issued by the Registrant on December 9, 1999.
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.
Open Plan Systems Inc.
(Registrant)
By: /s/ Neil F. Suffa
Neil F. Suffa
Corporate Controller and
Secretary
Dated December 22, 1999
OPEN PLAN SYSTEMS, INC.
EXHIBIT INDEX
Exhibit No. Description
------------------- ------------------------------------------------------------------------
99 Press Release issued by the Registrant on December 9, 1999.
December 9, 1999 CONTACT: Jack Hobey
FOR IMMEDIATE RELEASE Bill Crabtree
Neil Suffa
804-228-5600
OPEN PLAN SYSTEMS, INC. ANNOUNCES
RESOLUTION OF ARBRITRATION MATTER
RICHMOND, VIRGINIA (December 9, 1999)- Open Plan Systems, Inc. (NASDAQ:
PLAN)(the "Company"), the largest independent remanufacturer of office work
stations in the United States, today announced the results of the arbitration
proceeding concerning a portion of the consideration for the 1996 acquisition of
Immaculate Eagle, Inc. (d/b/a Total Facilities Management) ("TFM"). The
arbitration panel agreed with the Company that the former TFM shareholders
breached their warranties in three instances and awarded the Company $120,000.
The balance of the contingent payment is now payable to the claimants. This
payment includes 87,500 shares of the common stock of the Company which has been
held in escrow and approximately $1.0 million plus interest. Additionally,
reasonable and necessary legal fees and expenses were awarded to the former TFM
shareholders. The estimate of the legal fees and expenses may not be determined
until the first quarter of the year 2000. The $1.0 million payment itself will
be recorded as goodwill and will not impact current year results.
Open Plan Systems Chief Executive Officer John L. Hobey stated, " We are pleased
that the arbitrators agreed with the Company that the warranties had been
breached but are disappointed in the size of the award. Closure of this matter
is important and the payments required will not strain the Company's financial
resources. The Company, as announced previously, is turning to the
implementation of several key elements of its long range plan to gain profitable
sales growth through expansion of the Company's geographic coverage and increase
in the breadth and depth or our product line. These elements include the opening
of two new sales offices during the next several months and determining the best
method to expand its product offering to include remanufactured Steelcase
product. I continue to be excited about the opportunities ahead of us for the
year 2000 and beyond."
The Company cautions readers that the statements contained herein regarding the
Company's future operations, the impact of the Company's business plan on future
results of operations or expected levels of sales, expenses, margins and
earnings for the Company are forward-looking statements based upon management's
current knowledge and assumptions about future events, including anticipated
levels of demand for the Company's remanufactured work stations and anticipated
expense levels. Actual results may vary from those expressed herein. For a list
of factors that could affect the Company's results of operations or management's
expectations, see the description of forward-looking and cautionary statements
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Form 10-KSB for the fiscal year ended December 31,
1998 as filed with the Securities and Exchange Commission. The Company assumes
no duty to update any of the statements in this release.
Open Plan Systems, Inc. remanufactures and markets modular office work stations
through a network of Company sales offices and selected dealers. Work stations
consist of moveable panels, work surfaces, storage units, lighting and
electrical distribution combined into a single integrated unit.