8-K 1 l93234ae8-k.txt FRONTSTEP, INC. 8-K ================================================================================ 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 March 7, 2002 Date of Report: (Date of earliest event reported) Commission File Number: 0-19024 --------------------------- FRONTSTEP, INC. (Exact name of registrant as specified in its charter) OHIO 31-1083175 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 2800 CORPORATE EXCHANGE DRIVE COLUMBUS, OHIO 43231 (Address of principal executive offices) (Zip Code) (614) 523-7000 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS. On March 7, 2002, Frontstep, Inc. issued its warrants for an aggregate of 600,000 common shares, with an exercise price of $0.01 per share, and unsecured subordinated notes in the aggregate principal amount of $1.5 million in a private placement to certain of its preferred shareholders, including entities affiliated with Morgan Stanley Dean Witter & Co. and Fallen Angel Equity Fund, and two directors of the Company, Lawrence J. Fox and James A. Rutherford. The transaction is part of an agreement by such investors to provide a total of $5 million of funding to the Company, provided certain closing conditions are met with regard to the remaining $3.5 million investment. The transaction was publicly announced on February 14, 2002 in a press release issued by the Company, a copy of which is included as an exhibit to this filing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are filed with this Form 8-K: 4(a) Amended and Restated Investor Rights Agreement dated March 7, 2002 4(b) Form of Warrant for the Purchase of Common Shares of the Registrant dated March 7, 2002 4(c) Form of Initial Note issued by the Registrant dated March 7, 2002 10 Securities Purchase Agreement dated as of March 7, 2002 99(a) Text of press release dated February 14, 2002 99(b) Text of press release dated March 8, 2002 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. FRONTSTEP, INC. Dated: March 11, 2002 By: /s/ Daniel P. Buettin -------------- ------------------------------------------ Daniel P. Buettin Vice President and Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) 3
INDEX TO EXHIBITS Exhibit Number Description of Exhibit Page 4(a) Amended and Restated Investor Rights Agreement dated Filed herein March 7, 2002 4(b) Form of Warrant for the Purchase of Common Shares of Filed herein the Registrant dated March 7, 2002 4(c) Form of Initial Note issued by the Registrant dated Filed herein March 7, 2002 10 Securities Purchase Agreement dated as of March 7, Filed herein 2002 99(a) Text of press release dated February 14, 2002. Filed herein 99(b) Text of press release dated March 8, 2002 Filed herein
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