-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMGN3K804KfwYpueNNO7XnyQMdJu5EkUhWtX+T8h6FiXfOy3kvy+g7BIPSLK1y7k Dv35CRaeUXOLHkByudpW/A== 0001169232-03-004912.txt : 20030805 0001169232-03-004912.hdr.sgml : 20030805 20030804180844 ACCESSION NUMBER: 0001169232-03-004912 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 SOFTWARE INC CENTRAL INDEX KEY: 0000023055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 520852578 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15255 FILM NUMBER: 03821749 BUSINESS ADDRESS: STREET 1: 4200 PARLIMENT PLACE STREET 2: SUITE 600 CITY: LANHAM STATE: MD ZIP: 20706-1860 BUSINESS PHONE: 3019180400 MAIL ADDRESS: STREET 1: 4200 PARLIAMENT PLACE, SUITE 600 STREET 2: 4200 PARLIAMENT PLACE, SUITE 600 CITY: LANHAM STATE: MD ZIP: 20706 FORMER COMPANY: FORMER CONFORMED NAME: COMNET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER NETWORK CORP DATE OF NAME CHANGE: 19851117 8-K 1 d56458_8-k.txt FORM 8-K 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): July 31, 2003 Group 1 Software, Inc. (Exact name of registrant as specified in its charter) Delaware 0-6355 52-0852578 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4200 Parliament Place, Suite 600 20706-1844 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 918-0400 Item 5. Other Events and Required FD Disclosure. On July 31, 2003, Group 1 Software, Inc. (the "Company") and Sagent Technology, Inc. ("Sagent") entered into an amendment to extend the maturity date under the Company's existing $7 million of secured loans to Sagent to September 30, 2003. The Company also agreed to lend Sagent an additional $2 million under the same terms as the existing secured loans. In addition, in light of Sagent's plans to schedule a new stockholders meeting for late September to consider approval of the sale of Sagent's key assets to the Company, the parties also amended that certain Asset Purchase Agreement, dated April 15, 2003, to extend the outside date for closing of the sale of assets until October 30, 2003. A copy of (i) the Letter Agreement, dated July 31, 2003, which extends the maturity date of the secured loans, (ii) Amendment No. 1 to Note Purchase Agreement, dated July 31, 2003, which provides for an additional $2 million of funding, and (iii) Amendment to Asset Purchase Agreement, dated July 31, 2003, which extends the outside date for closing, are attached to this Current Report on Form 8-K as Exhibits 2.1, 2.2 and 2.3 respectively, and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 2.1 Letter Agreement, dated July 31, 2003, by and between Group 1 Software, Inc. and Sagent Technology, Inc. 2.2 Amendment No. 1 to Note Purchase Agreement, dated as of July 31, 2003, by and between Group 1 Software, Inc. and Sagent Technology, Inc. 2.3 Amendment to Asset Purchase Agreement, dated as of July 31, 2003, by and between Group 1 Software, Inc. and Sagent Technology, Inc. 2 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. Group 1 Software, Inc. By: /s/ Mark D. Funston ------------------------------ Name: Mark D. Funston Date August 4, 2003 Title: Chief Financial Officer 3 EX-2.1 3 d56458_ex2-1.txt LETTER AGREEMENT, DATED JULY 31, 2003 Exhibit 2.1 July 31, 2003 Sagent Technology, Inc. 800 West El Camino Real Suite 300 Mountain View, California 94040 Attention: Chief Executive Officer Ladies and Gentlemen: Reference is made to the $5 Million Secured Promissory Note (the "$5 Million Note"), dated as of April 15, 2003, by Sagent Technology, Inc. (the "Company") in favor of Group 1 Software, Inc. ("Lender"), the $2 Million Secured Promissory Note, dated as of May 16, 2003 by the Company in favor of Lender (the "$2 Million Note"; and, together with the $5 Million Note, the "Promissory Notes") and the letter agreement between Lender and the Company dated June 30, 2003 (the "Letter Agreement"). This letter will confirm that the parties signing this letter hereby agree and acknowledge that, notwithstanding anything to the contrary in the Promissory Notes or the Letter Agreement, the Maturity Date (as defined in each of the Promissory Notes) shall be extended to 11:59 pm (Pacific Time) on September 30, 2003 and the first payment of accrued interest on each of the Promissory Notes shall be extended to 11:59 pm (Pacific Time) on September 30, 2003. All other terms and conditions of the Promissory Notes shall remain unchanged. Nothing contained in this letter shall be deemed an amendment or waiver of any rights or obligations of the Company or Lender except as specifically set forth herein, and it is expressly agreed and understood that Lender's security interest in all right, title and interests of Lender in the Collateral (as defined the Security Agreement, dated as of April 15, 2003 between the Company and Lender (the "Security Agreement")) shall remain in full force and effect until all Obligations (as defined the Security Agreement) have been indefeasibly fully paid and satisfied. This letter agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original and all of which counterparts, when taken together, shall construct one and the same agreement. This letter agreement shall be governed by and construed and enforced in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of California. 4 If the foregoing correctly sets forth our understanding as to the matters covered hereby, please execute and return to the undersigned the enclosed copy of this letter. Very truly yours, GROUP 1 SOFTWARE, INC. By: /s/ ------------------------------- Name: Title: ACCEPTED AND AGREED TO: SAGENT TECHNOLOGY, INC. By: /s/ --------------------------------- Name: Title: 5 EX-2.2 4 d56458_ex2-2.txt AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT Exhibit 2.2 AMENDMENT No. 1 TO NOTE PURCHASE AGREEMENT AMENDMENT No. 1 TO NOTE PURCHASE AGREEMENT (the "Amendment"), dated as of July 31, 2003, to the Note Purchase Agreement (the "Agreement"), dated as of April 15, 2003, by and between Group 1 Software, Inc., a Delaware corporation ("Lender") and Sagent Technology, Inc., a Delaware corporation (the "Company"). RECITALS WHEREAS, unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement; WHEREAS, on April 15, 2003 Lender and the Company executed the Agreement, pursuant to which, among other things, Lender agreed to purchase, and the Company agreed to sell, secured promissory notes in the aggregate principal amount of up to $7,000,000; WHEREAS, the parties desire to amend the Agreement to provide for the issuance of up to an additional $2,000,000 of secured promissory notes; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and other good and valuable consideration, the parties agree as follows: The Notes. (a) The last sentence of Section 2(a) is hereby amended by deleting the number $7,000,000 and replacing it with "$9,000,000." (b) The following shall be added to the end of Section 2(c): "In addition, the Company may thereafter elect, from time to time, to borrow up to an additional $2,000,000 subsequent to the Second Closing, by issuance of one or more secured promissory notes in the principal amount of such additional borrowing(s) in multiples of $1,000,000; provided, however, that Lender's obligation to make any subsequent loans is subject to the satisfaction of the conditions set forth in Section 5(b)." Effectiveness. This Amendment shall be deemed effective as of the date first set forth above. Except as amended hereby, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Application of Security Agreement. It is expressly agreed and understood by the parties that the security interest provided to Lender under that certain Security Agreement, dated as of April 15, 2003 between the Company and Lender (the "Security Agreement") shall apply in all respects to any additional borrowings by the Company provided for under the Amendment and all references 6 to the term "Notes" contained in the Security Agreement shall include any additional promissory notes issued pursuant to this Amendment. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of copies of such counterparts is confirmed. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. GROUP 1 SOFTWARE, INC. By: /s/ ----------------------------------- Name: Title: SAGENT TECHNOLOGY, INC. By: ----------------------------------- Name: Title: EX-2.3 5 d56458_ex2-3.txt AMENDMENT TO ASSET PURCHASE AGREEMENT Exhibit 2.3 AMENDMENT TO ASSET PURCHASE AGREEMENT AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment"), dated as of July 31, 2003, to the Asset Purchase Agreement (the "Agreement"), dated as of April 15, 2003, by and between Group 1 Software, Inc., a Delaware corporation ("Purchaser") and Sagent Technology, Inc., a Delaware corporation ("Seller"). RECITALS WHEREAS, unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement; WHEREAS, on April 15, 2003 Seller and Purchaser executed the Agreement, pursuant to which, among other things, Seller agreed to sell, and Purchaser agreed to purchase, substantially all of the assets of Seller; WHEREAS, the Agreement provides that either Purchaser or Seller may terminate the Agreement in the event the closing has not taken place on or before September 15, 2003 (the "Termination Date"); WHEREAS, in light of the fact that Seller has adjourned the special meeting of stockholders until September 30, 2003, the parties desire to amend the Agreement to extend the Termination Date until October 30, 2003; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and other good and valuable consideration, the parties agree as follows: Termination. The last sentence of Section 9.1(c) is hereby amended by deleting the phrase "September 15, 2003" and replacing the following in lieu thereof: "October 30, 2003." Effectiveness. This Amendment shall be deemed effective as of the date first set forth above. Except as amended hereby, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts, provided receipt of copies of such counterparts is confirmed. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. GROUP 1 SOFTWARE, INC. By: /s/ -------------------------------- Name: Title: SAGENT TECHNOLOGY, INC. By: /s/ -------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----