- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 22 2009 - 4:57PM
Edgar (US Regulatory)
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: July 21, 2009
(Date of earliest event reported)
SoftBrands, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32711
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Delaware
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41-2021446
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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800 LaSalle Avenue, Suite 2100
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(612) 851-1500
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
As previously disclosed by SoftBrands, Inc. (SoftBrands) in the definitive proxy statement filed
by SoftBrands with the Securities and Exchange Commission on July 13, 2009 (the Proxy Statement),
immediately prior to the effective time of the merger, SoftBrands will transfer, on a pro rata
basis (with the Series B Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock
counted on an as-converted-to-common stock basis in accordance with the participation rights set
forth in the applicable certificate of designation), its 10% interest in the net proceeds of the
AremisSoft liquidating trust to the individuals holding SoftBrands stock at such time and
warrantholder Capital Resource Partners IV, L.P. (CRP). Only stockholders owning SoftBrands
stock immediately prior to the effective time of the merger and warrantholder CRP will be entitled
to receive a pro rata portion of SoftBrands interest in the AremisSoft liquidating trust net
proceeds. Any future distributions pursuant to the 10% interest in the net proceeds of the
AremisSoft liquidating trust will be made to those stockholders who owned SoftBrands stock
immediately prior to the effective time of the merger and warrantholder CRP, net of any
administrative expense incurred in connection with the distribution to those holders. The
interests in the trust distributed by SoftBrands will not be transferable or assignable by the
holders receiving the interest, except by will or by the laws of descent or distribution.
SoftBrands is not able to predict whether cash distributions from the AremisSoft liquidating trust
will be made to SoftBrands in the future, and if such distributions are made, what the amount of
the distributions will be.
SoftBrands engaged an independent appraisal firm to assist it in determining the fair market value
of its 10% interest in the AremisSoft liquidating trust. Based on the information provided by the
independent appraisal firm, SoftBrands has determined the fair value, on a per share basis, of its
10% interest in the AremisSoft liquidating trust to be $0.02 per share as of July 21, 2009. The
tax consequences to stockholders of the transfer by SoftBrands of its 10% interest in the
AremisSoft liquidating trust are described in the Proxy Statement on pages 41-45 and 69.
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.
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SOFTBRANDS, INC.
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By:
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/s/ Gregg A. Waldon
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Gregg A. Waldon
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Senior Vice President and Chief Financial Officer
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Date: July 22, 2009
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