UNITED STATES
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 30, 2004
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PRISM SOFTWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-2621719
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
0-21713
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(Commission
File Number)
15500-C Rockfield Blvd., Irvine, CA 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 949-855-3100
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Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 30, 2004, the Company renegotiated its debt with its major
lenders under a Long-term Loan Agreement by changing short-term notes due on
demand into long-term notes due in 2007, by lowering the rate of interest, and
by substantially reducing the amount of common stock allowed under the
conversion privilege of prior convertible notes.
The Company also executed a Consolidated Promissory Note to consolidate
all loans advanced to the company in the quarter ended December 31, 2004.
The Company believes that such transactions were exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) thereof or Regulation D promulgated thereunder, as a transaction
by an issuer not involving a public offering.
ITEM 8.01 OTHER EVENTS.
In December 2004, the Company reached a settlement to resolve in a
mutually satisfactory and voluntary manner a dispute with its previous
President, E. Ted Daniels, regarding his prior employment with the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Long-term Loan Agreement dated December 30, 2004 by and
between the Conrad von Bibra Revocable Trust, Carl von Bibra
and the Company
10.2 Non-convertible Consolidated Promissory Note dated December
30, 2004 by and between the Conrad von Bibra Revocable Trust
and the Company
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.
PRISM SOFTWARE CORPORATION
Dated: January 4, 2005 By: /s/ David Ayres
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David Ayres, Director and President
(Principal Executive Officer)