t62263_8k.htm
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):
March
28, 2008
SofTech,
Inc.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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0-10665
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04-2453033
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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59
Composite Way, Suite 401,
Lowell,
MA 01851
(Address
of principal executive offices)
(978)
458-3420
(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))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On March
28, 2008, SofTech, Inc. entered into an amendment, effective January 1, 2008
(“Amendment”), of its agreement with Greenleaf Capital (sometimes,
hereinafter, “Greenleaf”), originally entered into effective July, 2001
(“Agreement”). Greenleaf Capital currently holds approximately 45% of
our issued and outstanding common stock. William D. Johnston, our
Chairman, is the President and sole equity owner of Greenleaf
Capital. Michael Elliston, a member of our board of directors, is the
Chief Accounting Officer of Greenleaf. Ron Elenbass, a member of our
board of directors, is a director of Greenleaf Trust, an affiliate of
Greenleaf.
Under the
Agreement, among other obligations, we were required to pay Greenleaf Capital an
annual management fee of approximately $500,000 (for management advisory
services and available debt facilities). Under the terms of the
Amendment, Greenleaf has agreed to waive the monthly management fee
(approximately $44,000) for a three month period, effective January 1, 2008,
with such waiver to renew automatically for additional three month periods,
unless Greenleaf notifies us in writing at least thirty days prior to expiration
of a three month period, that it is terminating its waiver. As of
this date, we have received no such notice of termination from
Greenleaf. Notwithstanding the Amendment, we intend to continue to
pay Greenleaf $44,000 per month (the amount that was otherwise payable under the
Agreement) which will be applied as an additional principal payment towards the
principal amount owing to Greenleaf Capital pursuant to a certain promissory
note we previously issued to it.
SIGNATURE
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.
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SofTech,
Inc.
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Date: April
3, 2008
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By:
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/s/
Amy E. McGuire
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Name:
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Amy
E. McGuire
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Title:
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Chief
Financial Officer
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