parkcitygroup8k083108.htm
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 (date of earliest event reported): August 28,
2008
PARK
CITY GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-03718
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37-1454128
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3160
Pinebrook Road
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Park
City, UT 84098
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(Address
of principal executive offices) (Zip Code)
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435-645-2000
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(Registrant’s
telephone number, including area code)
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NA
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(Former
name or former address, if changed since last report)
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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
Stock
Purchase Transaction
On August
28, 2008, Park City Group, Inc., a Nevada Corporation (“PCG”) entered into two
Stock Purchase Agreements (the “Purchase Transaction”) relating to the
acquisition by PCG of shares of Series E Preferred Stock from
existing stockholders of Prescient Applied Intelligence, Inc., a Delaware
corporation (“Prescient”) (the “Series E Preferred Stock”) in exchange for
cash.
As a result of the Purchase
Transaction, PCG now owns approximately 43% of Prescient’s Series E Preferred
Stock. The Purchase Transaction was consummated contemporaneously with the
execution of an Agreement and Plan of Merger (“Merger Transaction”), pursuant to
which PCG intends to merge Prescient with and into a wholly-owned subsidiary of
PCG. The Merger Transaction provides that Prescient stockholders not
parties to the Purchase Transaction will receive cash for their shares of
Prescient Common Stock, Series E Preferred Stock and Series G Preferred Stock
upon consummation of the merger (“Merger”).
In connection with the Purchase
Transaction, the sellers of the Series E Preferred Stock also entered
into Lockup and Voting Agreements whereby they, subject to certain limited
exceptions, agreed (i) not to transfer any of their shares of Prescient Common
Stock or Series G Preferred Stock prior to completion or termination of the
Merger and (ii) to vote their shares of Prescient Common Stock and
Series G Preferred Stock in favor of the Merger.
Forms of
the Stock Purchase Agreements and Lockup and Voting Agreements are being filed
together with this Current Report. The terms and conditions of the
agreements related to the Purchase Transaction are described in Item 2.01 of
this Current Report.
Merger
Transaction
On August
28, 2008, PCG, PAII Transitory Sub, Inc., a Delaware corporation (“Merger Sub”),
a wholly-owned subsidiary of PCG and Prescient entered into an Agreement and
Plan of Merger (the “Merger Agreement”). Pursuant to, and subject to,
the terms and conditions of the Merger Agreement, Merger Sub will merge with and
into Prescient, with Prescient remaining as the surviving entity and a wholly
owned operating subsidiary of PCG. The Merger is subject to certain conditions
and will be effective following Prescient stockholder approval and upon the
filing of a Certificate of Merger with the Secretary of the State of
Delaware.
The
Merger Agreement contains customary representations and warranties, pre-closing
covenants, and closing conditions, including approval of the Merger and related
transactions.
PCG is
required, under the Merger Agreement, to make an initial deposit of $ 2,500,000
into escrow at such time as the Securities and Exchange Commission has no
further comment of Prescient’s proxy statement/information statement related to
the Merger Transaction. In the event PCG fails to complete the Merger
or breaches any provision of the Agreement, after an opportunity to cure in some
cases, after the initial escrow deposit (i) the amount that has been placed into
escrow, will be transferred to Prescient and become its property; and (ii)
Prescient will be able to purchase from PCG, at a purchase price of $.001 per
share, 100% of the Series E Preferred Stock that it owns.
In the
event PCG’s failure or breach, as described above, occurs after the balance of
the funds necessary to complete step two of the Merger (approximately
$2,300,000) have been placed into escrow (i) the amount that has been placed
into escrow, will be transferred to Prescient and become its property; and (ii)
Prescient will be able to purchase from PCG at a purchase price of $.001 per
share, 50% of the Series E Preferred Stock that it owns.
Prescient may also terminate the Merger Agreement in the event it withdraws its
recommendation that the Merger be approved by its stockholders as a result of an
alternative acquisition proposal or otherwise in which event they will be
obligated to pay PCG $250,000. The Merger Agreement may also be terminated by
mutual consent of PCG and Prescient or in the event that the closing shall not
have occurred by March 31, 2009.
A copy of
the Merger Agreement is being filed as an exhibit to this Current
Report.
As a
result of the Merger and in exchange for the cancellation of their shares, the
stockholders of Prescient will receive cash for their Common Stock, Series E
Preferred Stock, and Series G Preferred Stock.
There are currently
33,200,822 shares of Prescient Common Stock issued and
outstanding. Additionally there are (i) 1,657 shares of Prescient
Series E Preferred Stock issued and outstanding, including the shares acquired
this day by PCG, all of which are convertible into 9,866,147 shares of Prescient
Common Stock and (ii) 480 shares of Prescient Series G Preferred Stock issued
and outstanding all of which are convertible into 10,905,909 shares of Prescient
Common Stock.
Pursuant to the Merger
Agreement, Randall K. Fields, the Chief Executive Officer of PCG has been
appointed as the Chief Executive Officer of Prescient.
We
anticipate that the Merger will be completed prior to the end of calendar
2008.
Business
of Prescient
Prescient
was originally formed in 1985 as Applied Intelligence Group, an Oklahoma
corporation. In 1998, it changed its name to The viaLink Company. In 1999, it
reorganized as a Delaware corporation. On December 31, 2004, it merged with
Prescient Systems, Inc. (Prescient Systems) and changed its name to Prescient
Applied Intelligence, Inc.
It is a
leading provider of on-demand solutions for the retail marketplace, including
both retailers and suppliers. Its solutions capture information at the
point of sale, provide greater visibility into real-time demand and turn data
into actionable information across the entire supply chain. As a result, its
products and services enable trading partners to compete effectively, increase
profitability and excel in today’s retail business climate.
Prescient’s
solutions address the primary concern of retailers and suppliers today: out of
stock merchandise. Its solution set includes:
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Store
Level Replenishment (SLR)
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Vendor
Managed Inventory (VMI)
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Scan
Based Trading (SBT)
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Visibility
& Analytics (V&A)
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Global
Data Sync Adaptor (GDS)
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Enterprise
Demand & Distribution Planning
(ED&EP)
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Production
Line Sequencing
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Item
2.01. Completion of Acquisition or Disposition of
Assets
On August
28, 2008, PCG purchased 715.96 shares of Prescient Series E Preferred Stock from
two existing stockholders of Prescient in exchange for an aggregate of $
2,767,186 in cash. Pursuant to the agreements, PCG agreed to
purchase these shares of Series E Preferred Stock at a price of $ 3,865 per
share. The 715.96 Series E Preferred Stock shares acquired are convertible
into 4,263,443 Shares of Prescient Common Stock or 8% of the outstanding
Common Stock, assuming that there is an aggregate of 53,972,878 shares of
Common Stock outstanding after taking into account all shares of Prescient
Common Stock and Series E Preferred and Series G Preferred as converted to their
Common Stock equivalent.
Item
9.01. Financial Statements and Exhibits.
(a) The
financial statement of Prescient required by Form 8-K, Item 9.01(a) are
incorporated by reference from the following reports filed by Prescient with the
Securities and Exchange Commission.
Form 10-K
for the year ended December 31, 2007
Form 10-Q
for the quarter ended June 30, 2008
(b)
The
pro forma financial information required by this item will be filed in an
amendment to this Current Report as soon as practicable but not later than 71
days after the date on which this Current Report must be
filed.
(c) Not
applicable.
(d) Exhibits.
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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PARK
CITY GROUP, INC.:
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(Registrant)
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Date: September
3, 2008
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By: /s/ Randall
Fields
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Randall
Fields CEO/President
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