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 29, 2009
PLANGRAPHICS, INC.
------------------
(Exact name of registrant as specified in its charter)
Colorado 0-14273 84-0868815
-------- ------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
112 East Main Street
Frankfort, Kentucky 40601
------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 223-1501
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 5.01 Change in Control of a Registrant
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 request requiring the Company to
redeem all of the Preferred Stock (the "Redemption Request"). The total
redemption amount was approximately $662,573, which represents the original
purchase price of the Preferred Stock plus all accrued and unpaid dividends;
however, Nutmeg offered the Company the opportunity to issue common stock in
lieu of paying the cash redemption amount.
In connection with the submission of the Redemption Request, Nutmeg sold
its rights and interests in the Preferred Stock to Integrated Freight Systems,
Inc., a Florida corporation ("IFSI"). Accordingly, the Redemption Request
instructed the Company to issue the common stock to IFSI.
On May 29, 2009, in lieu of a cash payment, the Company issued 401,559,467
shares of the Company's common stock (the number of shares that the Company was
required to issue in accordance with an agreed upon formula based on 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) to IFSI to satisfy its obligations under the Redemption
Request. Such issuance has resulted in a change in control of the Company, with
IFSI owning 80.2% of the shares of common stock issued and outstanding after
giving effect to the issuance. In connection with such change in control, Mr.
Paul A. Henley, a control person of IFSI before and after the merger, may be
deemed to be a "control person" and beneficial owner with sole voting power.
In connection with IFSI's acquisition of the Company's common stock, IFSI
has indicated that it may nominate one or more persons for appointment to the
Company's board of directors.
Item 3.02 Unregistered Sales of Equity Securities
As disclosed in Item 5.01, the Company issued 401,559,467 shares of its
common stock on May 29, 2009. Such shares of Common Stock were issued in
reliance on the exemption from registration provided in Section 4(2) of the
Securities Act. We issued the shares in lieu of making a cash payment for
redemption of our outstanding Series A preferred stock. No commissions or fees
were paid in connection with the redemption. The certificates representing the
shares were issued with a restrictive legend.
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: June 1, 2009
PlanGraphics, Inc.
By: /s/ Fred Beisser
---------------------------------
Frederick G. Beisser,
Senior Vice President - Finance,
Secretary, Treasurer and Principal
Accounting Officer