8-K 1 l96157ae8vk.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 August 28, 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 August 28, 2002, the Company issued its 10% subordinated convertible notes (the "Convertible Notes") in the aggregate principal amount of $1.0 million to, and received $1.0 million in cash from, certain of its preferred shareholders, including Fallen Angel Equity Fund and entities affiliated with Morgan Stanley, and two other shareholders and directors of the Company, Lawrence J. Fox and James A. Rutherford (collectively, the "Investors"), in accordance with the terms of the private placement transaction previously announced. The Convertible Notes are each due on May 10, 2004 and are convertible into common shares of the Company at a conversion rate of $2.4876 per share. The private placement transaction is discussed and has been disclosed previously in the Company's Form 8-Ks dated March 7, 2002, July 9, 2002, and August 12, 2002, respectively, filed with the Securities and Exchange Commission, and in press releases, copies of which are included with such filings. A summary of the Convertible Notes issued by the Company to the Investors on August 28, 2002, and the aggregate principal amount of all convertible notes issued to date to the Investors as part of the private placement transaction is as follows:
------------------------------------------------------- ------------ ------------- PRINCIPAL AMOUNT OF AGGREGATE CONVERTIBLE PRINCIPAL NOTES AMOUNT OF NAME OF INVESTOR PURCHASED CONVERTIBLE ON AUGUST NOTES 28, 2002 PURCHASED* ------------------------------------------------------- ------------ ------------- Morgan Stanley Dean Witter Venture Partners IV, L.P. $ 366,754 $1,833,770 ------------------------------------------------------- ------------ ------------- Morgan Stanley Dean Witter Venture Investors IV, L.P. $ 42,549 $ 212,747 ------------------------------------------------------- ------------ ------------- Morgan Stanley Dean Witter Venture Offshore Investors $ 14,309 $ 71,543 IV, L.P. ------------------------------------------------------- ------------ ------------- Fallen Angel Equity Fund, L.P. $ 176,388 $ 881,940 ------------------------------------------------------- ------------ ------------- Lawrence J. Fox $ 300,000 $1,500,000 ------------------------------------------------------- ------------ ------------- James A. Rutherford $ 100,000 $ 500,000 ------------------------------------------------------- ------------ ------------- Total $1,000,000 $5,000,000 ------------------------------------------------------- ------------ -------------
* Includes Initial Notes issued on March 7, 2002 which became convertible into common shares of the Company on July 9, 2002 at the rate of $2.4876 per share. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. 2 (c) Exhibits. The following exhibits are filed with this Form 8-K: 4 10.0% Subordinated Convertible Note, No. C-7, due May 10, 2004 in the amount of $366,754 issued to Morgan Stanley Dean Witter Venture Partners IV, L.P. and Schedule A to Exhibit 4 identifying other substantially identical subordinated convertible notes issued to other investors. 3 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: September 4, 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) 4 INDEX TO EXHIBITS 4 10.0% Subordinated Convertible Note, No. C-7, due May 10, 2004 in the amount of $366,754 issued to Morgan Stanley Dean Witter Venture Partners IV, L.P. and Schedule A to Exhibit 4 identifying other substantially identical subordinated convertible notes issued to other investors. 5