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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):
JANUARY 17, 2003
MRO SOFTWARE, INC.
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(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-23852 04-2448516
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 CROSBY DRIVE, BEDFORD, MA 01730
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 280-2000
Project Software & Development, Inc.
(Former Name)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Sale of Assets of Catalog Services Operation
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On January 17, 2003, MRO Software, Inc. (the "Company") sold the assets that had
been used in the industrial data normalization services operations of its wholly
owned subsidiary INTERMAT, Inc. The assets included software and technology used
in such operations, contracts with customers, suppliers and vendors, and
trademarks associated with such operations. INTERMAT, Inc. was acquired by the
Company in March 2000.
The assets were purchased by International Materials Solutions, Inc. (the
"Buyer"), a corporation unaffiliated with the Company, formed and owned by
Genesis Park Ventures, an independent venture capital investment fund, certain
former employees of the Company, and Jeffery O. Beauchamp, one of the
individuals who originally founded INTERMAT, Inc. No investor in, or officer or
director of, the Buyer is or ever has been an officer or director of the
Company.
As consideration for the assets, the Buyer assumed all liabilities arising in
connection with the assets and the associated business operations from and after
January 1, 2003 and delivered two promissory notes in the face amount of $1
million each, together with a stock purchase warrant representing the right to
purchase five (5%) percent of the Buyer's common stock. One promissory note is
payable over a period of three years commencing July 1, 2003, and the other
promissory note is payable in full on June 30, 2006. Each note bears interest at
the prime rate plus one (1%) percent per year, and will accelerate upon a change
in control of the Buyer, or upon a default by Buyer under certain obligations in
the transaction documents. The promissory notes are subordinate to working
capital financing obtained by the Buyer, and the Buyer has agreed to not obtain
such financing in excess of $2 million. The Company retained comprehensive,
non-exclusive rights to the software and technology used in the business, which
has also been embedded in the Company's MAXIMO(R) and Online Commerce Services
offerings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION.
All required pro forma financial information will be filed by
amendment pursuant to Item 7(b)(2) within 60 days from the date on which this
report was required to be filed.
(c) EXHIBITS.
10.1 Asset Purchase Agreement among the Company, INTERMAT, Inc.
and International Materials Solutions, Inc. dated January
17, 2003.
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.
Date: January 31, 2003 MRO SOFTWARE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: V.P., General Counsel & Clerk
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.1 Asset Purchase Agreement among the Company, INTERMAT, Inc. and
International Materials Solutions, Inc. dated January 17, 2003.