- Current report filing (8-K)
July 30 2009 - 5:11PM
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 30, 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
(State or other jurisdiction of incorporation)
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41-2021446
(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.
Stockholders of SoftBrands, Inc. (SoftBrands) will vote on August 12, 2009 on the proposal to
adopt the previously announced agreement to be acquired by an affiliate of Golden Gate Capital and
Infor. The merger remains subject to customary closing conditions but is expected to close on or
about August 13, 2009. As previously disclosed, 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 any future 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). On July 30, 2009, SoftBrands issued a press release announcing that August 13,
2009 is the record date for the distribution of the trust interest, subject to the closing of the
merger. 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, if any. 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. 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. A copy of the press release issued by SoftBrands on
July 30, 2009 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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99.1
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Press release, dated July 30, 2009, of SoftBrands, Inc.
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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 30, 2009
EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.1
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Press release, dated July 30, 2009, of SoftBrands, Inc.
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