8-K

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): May 15, 2019

PARK CITY GROUP, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-34941	37-1454128
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5282 South Commerce Drive, Suite D292, Murray, Utah 84107

(Address of principal executive offices)

(435) 645-2000

(Registrant’s Telephone Number)

Not Applicable

(Former name or 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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	PCYG	Nasdaq Capital Market

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 15, 2019, Todd Mitchell resigned from his position as Chief Financial Officer of Park City Group, Inc. (the “Company”) to pursue other employment opportunities. Mr. Mitchell indicated that his resignation was not due to any disagreements with respect to the Company’s operations, policies or practices.

Following Mr. Mitchell’s resignation, effective May 15, 2019, John Merrill, the Company’s Senior Vice President, Finance, was appointed as the Company’s new Chief Financial Officer. Mr. Merrill, age 49, has served as Senior Vice President, Finance for the Company since May, 2018. Mr. Merrill has held a variety of financial roles within public and private organizations including United Health Group, Clear Channel, IMG, and Sports Authority.  Most recently, Mr. Merrill served as Chief Financial Officer of 360 Touch Advertising from 2016 to 2018, as Chief Financial Officer of Track Group, Inc. (OTCQX: TRCK) from 2014 to 2016, and as a merger and acquisition consultant for UnitedHealth Group (NYSE: UNH) from 2010 to 2014. In addition, Mr. Merrill previously served as Company’s Chief Financial Officer and Prescient Applied Intelligence, Inc. (OTCQB: PPID), software-as-a-service acquired by the Company in 2009. Mr. Merrill began his career with KPMG and holds a Bachelors and a Master’s in Accounting from the University of South Florida.

Mr. Merrill and the Company have not engaged in any related party transaction. Mr. Merrill has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There are currently no other arrangements or understandings with Mr. Merrill with respect to his appointment as Chief Financial Officer.

Item 8.01 Other Events.

See Item 5.02.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

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.

	PARK CITY GROUP INC.
Date: May 15, 2019	By:	/s/ John Merrill
		John Merrill
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated May 15, 2019

EX-99.1

Exhibit 99.1

For Immediate Release
Media Contact:	Investor Relations Contacts:
Ronald Margulis	John Merrill, CFO
RAM Communications	435-645-2219
+1 908.272.3930	investor-relations@parkcitygroup.com
ron@rampr.com	or
	Hayden IR Rob Fink 646-415-8972 PCYG@haydenir.com

Park City Group Appoints Former CFO John Merrill as CFO

SALT LAKE CITY, UT – May 15, 2019– Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak, Inc., a B2B e-commerce, compliance and supply chain platform that partners with retailers, wholesalers, and their suppliers, to accelerate sales, control risk and improve supply chain efficiencies, today announced Todd Mitchell, who has served as the Company’s Chief Financial Officer since September 2015, accepted another opportunity that will allow him to spend more time closer to home in New York.

Park City appointed John Merrill, its Senior Vice President of Finance since May 2018 and former CFO of Park City Group from August 2006 – July 2010, as Mitchell’s successor. Mitchell will formally transfer the role of CFO to Merrill on May 16,2019 and has agreed to continue to serve the Company until May 31, 2019 to ensure an orderly transition.

Randall K. Fields, Chairman and CEO of Park City Group, commented, “I would like to thank Todd for his service as our CFO over the past four years and wish him the best of luck as he relocates to be closer to his family. At the same time, I am honored to welcome John back into a role he is very familiar with. John rejoined Park City Group last year as our Senior Vice President of Finance, which will allow for a seamless transition back on to the executive team.”

Prior to rejoining Park City in 2018, Merrill served as CFO and Managing Member of 360 Touch Advertising, a startup, from 2016 to 2018 and as CFO of Track Group, Inc. (OTC: TRCK) from 2014 to 2016. Previously, he was a mergers and acquisitions consultant for UnitedHealth Group (NYSE: UNH). Merrill has held a variety of financial roles within public and private organizations including, Clear Channel (nka iHeart Media), IMG, and Sports Authority. Merrill began his career with KPMG and holds Bachelor’s and Master’s degrees in Accounting from the University of South Florida.

About Park City Group:

Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak, Inc., a compliance, supply chain, and e-commerce platform that partners with retailers, wholesalers, and their suppliers, to accelerate sales, control risk, and improve supply chain efficiencies. More information is available at www.parkcitygroup.com and www.repositrak.com.

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