0001078782-13-001785.txt : 20130903 0001078782-13-001785.hdr.sgml : 20130902 20130903163054 ACCESSION NUMBER: 0001078782-13-001785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130903 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130903 DATE AS OF CHANGE: 20130903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTECH INC CENTRAL INDEX KEY: 0000354260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042453033 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10665 FILM NUMBER: 131075352 BUSINESS ADDRESS: STREET 1: 59 LOWES WAY, SUITE 401 CITY: LOWELL STATE: MA ZIP: 01851 BUSINESS PHONE: 978-513-2700 MAIL ADDRESS: STREET 1: 59 LOWES WAY, SUITE 401 CITY: LOWELL STATE: MA ZIP: 01851 8-K 1 f8k090213_8k.htm FORM 8-K CURRENT REPORT FORM 8-K Current Report




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 30, 2013



SOFTECH, INC.

(Exact name of the Registrant as specified in its charter)



Massachusetts

0-10665

04-2453033

(State or other jurisdiction

(Commission File Number)

(I.R.S Employer

of incorporation)

 

Identification No.)



59 Lowes Way, Suite 401, Lowell, MA 01851

(Address of principal executive offices and zip code)



Telephone (978) 513-2700

(Registrant’s 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:


      . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  X . 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 8.01.

Other Events.


On September 3, 2013, SofTech, Inc. (the “Company”) issued a press release announcing that it has agreed to sell its CADRA product line.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this report by this reference.


Item 9.01.

Financial Statements and Exhibits.


(d)

Exhibits.


Exhibit No.

Description of Document


99.1

Press Release issued September 3, 2013





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.



SOFTECH, INC.


Date: September 3, 2013

By: /s/ Joseph P. Mullaney

Joseph P. Mullaney

President & Chief Executive Officer








Exhibit Index


Exhibit No.

Description of Document


99.1

Press Release issued September 3, 2013




EX-99.1 2 f8k090213_ex99z1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Press Release

Exhibit 99.1



SOFTECH AGREES TO SELL CADRA PRODUCT LINE


SofTech to Focus on PLM Market, Enabling Connector Technologies and Consulting Services that Grew 19% Year-Over-Year


Press Release: September 3, 2013


Lowell, MA (BUSINESS WIRE) - SofTech (OTCQB:SOFT) today announced that it has agreed to sell its CADRA product line to Mentor Graphics Corporation (NASDAQ:MENT) for a purchase price of $3.2 million, plus potential earn-out payments of up to an additional $750,000 based on 10% of CADRA revenue generated by Mentor in the three year period following the closing. The closing of this asset sale, which is subject to stockholder approval and other customary closing conditions and terms (including a holdback of a portion of the purchase price to secure any indemnification claims arising under the asset purchase agreement), is expected to occur no later than November 30, 2013. The transaction is not subject to any financing condition.


The transaction is subject to stockholder approval by two-thirds of SofTech’s shareholders. SofTech intends to file a proxy statement with respect to a special meeting of the stockholders to seek that approval. The SofTech Board of Directors unanimously approved the transaction and recommends that the company’s stockholders vote in favor of the asset sale. Board members own 27.8% of the outstanding shares and control voting rights for an additional 11.6% of the shares.


Joe Mullaney, SofTech CEO commented: “In March 2011, the existing SofTech management team bought a controlling interest in the company after it had struggled to meet its financial obligations. Over the last two and a half years we have repositioned SofTech by significantly improving its financial position, investing in new products, and entering into technology partnerships with disruptive technology companies to offer compelling solutions in the PLM market. This transaction will allow us to focus our attention and resources on those strategic initiatives, certain of which we have experienced demonstrated market activity, while also significantly enhancing our financial position.” he added.


About SofTech


SofTech (OTCQB:SOFT) is a proven provider of engineering software solutions with its ProductCenter® PLM (product lifecycle management) technology and its computer-aided design product CADRA® offering. Our solutions accelerate product development, introduction and profitability by fostering innovation, extended enterprise collaboration, product quality improvements, and compressed time-to-market cycles. We deliver enterprise PLM solutions, with comprehensive out-of-the-box capabilities, to meet the needs of manufacturers of all sizes quickly and cost-effectively. For more information, please visit www.softech.com.


Safe Harbor for Forward-Looking Statements


Certain statements contained herein are “forward looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the closing of the transaction and its timing and our potential receipt of earn-out proceeds from post-closing CADRA royalties.  These forward-looking statements are subject to risks and uncertainties which may make actual results differ materially from those expressed or implied in the forward-looking statement, including, without limitations, our ability to satisfy the closing conditions set forth in the definitive asset purchase agreement, including the receipt of the requisite two-thirds stockholder approval, and Mentor’s discretion to operate its post-closing business in a way which may or may not result in CADRA royalties pursuant to the earn-out agreement.










Additional Information and Where to Find It


This communication may be deemed to be a solicitation of proxies from the Company’s stockholders in connection with the proposed asset sale. In connection with the proposed asset sale, the Company intends to file a proxy statement and relevant documents with respect to the special meeting to be held in connection with the proposed transactions with the SEC. The definitive proxy will be mailed to the Company’s stockholders in advance of the special meeting. Investors and security holders of the Company are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about the Company, Mentor and the proposed asset sale. The proxy statement, when it becomes available, and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by sending a written request to SofTech, Inc., Attn: Corporate Secretary, 59 Lowes Way, Suite 401, Lowell, Massachusetts 01851 or by calling the Company at (978)513-2700. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed asset sale.

Participants in the Solicitation


The Company and its directors and executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed asset sale. Information about the directors and executive officers, including their interests in the transactions, will be included in the Company’s proxy statement relating to the proposed transactions when it becomes available.