retailpro_8k-062609.htm
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): 06/26/2009
RETAIL
PRO, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 0-23049
|
Delaware
|
|
33-0896617
|
|
(State
or other jurisdiction of
|
|
(IRS
Employer
|
|
incorporation)
|
|
Identification
No.)
|
3252
Holiday Court
Suite
226
La
Jolla, California 92037
(Address
of principal executive offices, including zip code)
(858)
550-3355
(Registrant’s
telephone number, including area code)
(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)
[ ]
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))
Retail
Pro. Inc. (“Retail Pro” or the “Company”) and its subsidiaries are parties to an
Asset Purchase Agreement, as amended, with their secured lenders Laurus Master
Fund, Ltd. (In Liquidation), Valens Offshore SPV II, Corp., and Midsummer
Investment, Ltd. (the “Lenders”). Since January 10, 2009, the
Company has been a Chapter 11 debtor in possession under the supervision of the
United States Bankruptcy Court for the District of Delaware in Wilmington,
Delaware in case no. 09-10087 (PJW).
On June
26, 2009, the Company completed the sale transaction contemplated by the Asset
Purchase Agreement, having previously obtained the Bankruptcy Court’s approval
of such transaction. The sale included all or substantially all of
the assets used in connection with the business of the Company and its
subsidiaries Page Digital Incorporated, IP Retail Technologies International,
Inc. and Sabica Ventures, Inc. The purchaser of the assets was Retail
Pro International, LLC, a newly organized company owned by the
Lenders.
The
assets acquired under the Asset Purchase Agreement included corporate facilities
in Folsom, California, as well as related leasehold improvements, tangible
personal property, intangible property, leases and contracts, accounts
receivable, inventory and business records. The consideration paid
for the purchased assets, subject to certain adjustments, consisted of (a) a
credit bid by the Purchasers of the aggregate principal, accrued interest, and
fees, costs, and other outstanding charges owed to the Lenders by the Company,
(b) a cash amount equal to $400,000, (c) the amounts necessary to cure, up to
certain limitation, pre-bankruptcy monetary defaults under certain contracts,
and (d) assumption of certain liabilities.
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.
| |
RETAIL
PRO, INC.
|
|
| |
|
|
|
|
|
By:
|
/s/
Donald S. Radcliffe |
|
| |
|
Donald
S. Radcliffe
|
|
| |
|
President
and Chief Executive Officer
|
|
| |
|
|
|