UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 5, 2005
PARK CITY GROUP, 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)
0003718 37-1454128
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(Commission File Number) (IRS Employer Identification No.)
333 Main Street, Suite 300, Park City, UT 84060
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(Address of Principal Executive Offices) (Zip Code)
435-649-2221
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
[ ] 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 Contract
On August 5, 2005, Park City Group, Inc. (the "Company") entered into a
Software License Agreement with Cannon Equipment Company ("Cannon"), a
Rosemount, Minnesota based company. In consideration for a $3,000,000 license
fee, the Company granted Cannon a perpetual, non-exclusive, non-transferable
license to the Company's Supply Chain Profit Link Software.
In addition to the License Agreement described in the preceding
paragraph, the Company entered into a Consulting Services Agreement with Cannon
whereby the Company will provide certain consulting services to Cannon on an
hourly basis. The Consulting Services Agreement calls for a $500,000 retainer to
be paid by Cannon to the Company to be offset against services rendered under
the Consulting Agreement.
In addition to the License Agreement and Consulting Services Agreement
described in the preceding paragraphs, the Company and Cannon entered into a
Right of First Offer Agreement. The Company will provide Cannon a right of first
offer to purchase shares of the Company's common stock offered by the Company
prior to December 31, 2005 and a thirty-day exclusive right to negotiate the
purchase of shares offered after December 31, 2005. The term of this agreement
is one year.
Each of the above-set forth descriptions are general summaries of the
agreements referred to therein and reference is made to the actual agreements,
which are attached hereto as exhibits.
Item 9.01. Financial Statements and Exhibits.
The following Exhibits are attached hereto:
Exhibit 10.1 Software License Agreement
Exhibit 10.2 Consulting Services Agreement
Exhibit 10.3 Right of First Offer Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: August 5, 2005 PARK CITY GROUP, INC.
By: /s/ Randall K. Fields
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CEO
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