pcg8kjanuary20_2009.htm
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) January 13, 2009
Commission
File Number 000-03718
PARK
CITY GROUP, INC.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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37-1454128
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification
No.)
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3160
Pinebrook Road; Park City, Utah 84098
(Address
of principal executive offices)
(435)
645-2000
(Registrant's
telephone number)
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(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 (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))
[ ]
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.
See Item
2.01 below, “Stock Purchase Transactions”.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Consummation
of Prescient Merger
On
January 15, 2009, Park City Group, Inc. (the “Company”) issued a press release
announcing the consummation, on January 13, 2009, of a merger of Prescient
Applied Intelligence, Inc. (“Prescient”), with and into a wholly-owned
subsidiary of the Company (the “Prescient Merger”). The full text of
the press release announcing the consummation of the Prescient Merger is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As a
result of the consummation of the Prescient Merger, the stockholders of
Prescient will receive cash for their Common Stock and Series E Preferred Stock.
The Company has designated Interwest Transfer Company, Salt Lake City, Utah, as
the Exchange Agent to disburse the merger consideration. Prescient
shareholders will be mailed a letter of transmittal and instructions advising
them how to surrender their certificates in exchange for the merger
consideration, following the close of Prescient’s stock ledger on January 20,
2009.
Stock
Purchase Transactions
As
previously disclosed on a Current Report on Form 8-K filed with the Securities
and Exchange Commission (“Commission”) on September 3, 2008, and as contemplated
in the Agreement and Plan of Merger, dated August 28, 2008, by and between the
Company, Prescient, and PAII Transitory Sub, Inc., prior to the consummation of
the Prescient Merger, the Company purchased, in a series of private
transactions, 715.96 shares of Series E Preferred Stock, 479.86 shares of Series
G Preferred Stock, and 16,230,266 shares of Common Stock, of Prescient, for
aggregate consideration of $1,356,807. The source of the proceeds
used to fund the private transactions was from the issuance of promissory notes
in the aggregate principal amount of $2.2 million, previously disclosed on the
Current Report on Form 8-K filed with the Commission on September 15, 2008,
proceeds from a $3.0 million line of credit facility with US Bank, previously
disclosed on the Current Report on Form 8-K filed with the Commission on
December 2, 2008, and from available working capital.
Item
8.01 Other Events
See Item
2.01 above.
Item
9.01 Financial Statements and Exhibits.
See
Exhibit Index
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Dated: January
20, 2009
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PARK
CITY GROUP, INC.
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By: /s/ John Merrill |
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Chief
Financial
Officer
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