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 20, 2004
CorVu Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-29299 41-1457090
(Commission File Number) (IRS Employer
Identification No.)
3400 West 66th Street
Edina, Minnesota 55435
(Address of Principal Executive Offices and Zip Code)
(952) 944-7777
(Registrant's telephone number, including area code)
Not Applicable
(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:
[] 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 20, 2004, CorVu Corporation (the "Company") and ComVest
Investment Partners II LLC ("ComVest") signed a term sheet for a financing
transaction. The term sheet provides that upon payment of $5,000,000, ComVest
will receive 20,000,000 shares of the Company's common stock and immediately
exercisable warrants to purchase 6,000,000 shares of the Company's common stock
at $0.50 per share. At the closing of the financing, ComVest will also receive
warrants to purchase another 2,000,000 shares at $0.50; however, these warrants
will become exercisable only if less than two ComVest designees are members of
the Company's board of directors while ComVest owns more than 5,000,000 shares
of the Company's common stock. All warrants will be subject to anti-dilution
protection. The Company will have to pay a cash fee of $200,000 to ComVest at
the closing of the financing. The closing of the financing is subject to ComVest
finishing its due diligence of the Company and the parties reaching a final
agreement that includes customary closing conditions.
The Company is obligated to pay a financial advisory and structuring
fee of $500,000 to ComVest, payable in cash or shares of the Company valued at
$0.25 per share at ComVest's election, if the financing does not close within
forty-five days due to the Company's election not to proceed with the financing
without cause or the Company's failure to proceed with the financing in good
faith.
Upon the closing of the financing transaction with ComVest, Delia
MacIntosh, the spouse of the Company's Chief Executive Officer, will convert the
remaining outstanding debt of the Company in the aggregate amount of
approximately $395,000 into shares of Common Stock and warrants at the same
terms as the financing.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE ARRANGEMENT OF A REGISTRANT.
Item 1.01 is incorporated by reference herein.
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.
CORVU CORPORATION
By /s/ David C. Carlson
---------------------------------
Date: December 22, 2004 David C. Carlson
Chief Financial Officer