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): May 15, 2009
PLANGRAPHICS, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 0-14273 84-0868815
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
112 East Main Street
Frankfort, Kentucky 40601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 851-0716
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 7.01. Regulation FD Disclosure.
On May 15, 2009, Nutmeg/Fortuna Fund LLLP, the holder ("Nutmeg") of 500
shares of the Series A Redeemable Preferred Stock (the "Preferred Stock") of
PlanGraphics, Inc. (the "Company"), submitted a redemption request for payment
of the redemption amount of such shares in the aggregate amount of approximately
$662,573, which comprises the original purchase price of the Preferred Stock
plus all accrued and unpaid dividends. Per the terms of the Company's articles
of incorporation, the redemption amount is required to be made by the Company no
less than 30 days and no more than 60 days from the demand date of May 15, 2009.
The redemption request was made concurrently with a transaction in which
Nutmeg sold the Preferred Stock to Integrated Freight Systems, Inc., a Florida
corporation ("IFSI"). The redemption request contained a provision permitting
the Company to pay the redemption amount in shares of the Company's common stock
contingent upon Nutmeg's sale of the Preferred to IFSI. The number of shares of
common stock to be issued in exchange for the Preferred in the redemption
transaction would be determined by dividing the total amount due by the volume
weighted average of the highest and lowest sale prices during the 60 day period
beginning February 15, 2009 and ending April 15, 2009, but not to exceed
$0.00185 per share.
The information in this Form 8-K is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing by the registrant
under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
SIGNATURE
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.
Date: May 18, 2009
PlanGraphics, Inc.
By: /s/ Fred Beisser
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Frederick G. Beisser,
Senior Vice President - Finance,
Secretary, Treasurer and
Principal Accounting Officer