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): February 24, 2003
EMERGISOFT HOLDING, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
33-30743 84-1121360
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(Commission File Number) (IRS Employer Identification No.)
2225 Avenue J
Arlington, Texas 76006
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (817) 633-6665
N/A
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(Former name or former address, if changed since last report)
ITEM 5. Other Events
On February 24, 2003, we entered into a Securities Purchase Agreement with
four holders of our securities, including Woodcrest Capital L.L.C. and Westpoint
Investors Limited Partnership. Under that agreement:
.. We purchased from Woodcrest, for a total consideration of $105,000: a
Warrant to Purchase Common Stock that entitled Woodcrest to purchase up to
30,000 shares of our common stock; a Warrant to Purchase Common Stock that
entitled Woodcrest to purchase up to 23,118 shares of our common stock; and
a Promissory Note representing $150,000 in principal amount of
indebtedness, plus accrued and unpaid interest, owed to Woodcrest;
.. We purchased from Westpoint, for a total consideration of $420,000: a
Warrant to Purchase Common Stock that entitled Westpoint to buy 120,000
shares of our common stock; and a Promissory Note representing $600,000 in
principal amount of indebtedness, plus accrued and unpaid interest, owed to
Westpoint; and
.. We purchased from the other two holders, for a total consideration of
$216,692.80, 541,732 of our shares of common stock.
To finance the repurchase of our securities under the Securities Purchase
Agreement and to obtain additional working capital, we issued 1,875,005 shares
of our common stock to Berlwood Five, Ltd., a current shareholder of ours, for
$1,000,000, or a per share purchase price of approximately $0.53. On March 11,
2003 we issued 281,251 shares of our common stock to Berlwood, for $150,000, or
a per share purchase price of approximately $0.53. We have the right to
repurchase those shares from Berlwood for $2.40 per share for a period of one
year from the date of purchase. Following the $1,000,000 and $150,000
investments in our common stock by Berlwood, $2,950,000 remains available to us
under a $5,000,000 Berlwood financing commitment made in November of 2002.
The share issuances to Berlwood increased the total number of our issued
and outstanding shares to 18,944,394, and increased Berlwood's percentage
ownership interest in our outstanding shares of common stock to 94.06%.
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 thereunto duly authorized.
Date: March 13, 2003 EMERGISOFT HOLDING, INC.
(Registrant)
By: /s/ Ann Crossman
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Ann Crossman, Treasurer and
Controller
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EXHIBIT INDEX
Exhibit No. Description
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None.
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