To all: For those who cannot access the 8-k filed by MAPX yesterday (5/29) this is the gist of it. I am surprised they would feel the need to file an 8-k for such a insignificant transaction. Even more surprised they have any Reg S. stock to begin with. JDN
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Pursuant to the Stock Option Agreement dated August 29, 1995 (as
amended, the "Option Agreement") between MAPICS, Inc. (the "Registrant"),
formerly known as Marcam Corporation, and Bryce Business Systems Pty Ltd (the
"Optionee"), the Registrant granted to the Optionee an option (the "Option") to
purchase up to 14,895 shares of the Registrant's Common Stock, $.01 par value
per share (the "Option Shares"). On May 19, 1998, in accordance with the Option
Agreement, (i) the Optionee exercised the Option to acquire 1,200 of the Option
Shares, and (ii) the Optionee paid the Registrant an exercise price of $7.88 per
share for the Option Shares (for a total exercise price of $9,456.00).
As contemplated by the Option Agreement, the Registrant issued the
Option Shares to the Optionee in reliance on Regulation S ("Regulation S") under
the Securities Act of 1933, as amended (the "Securities Act"). The Registrant
relied on the following representations and agreements of the Optionee in
issuing the Option Shares to the Optionee in reliance on Regulation S: (i) the
Optionee is not a U.S. person, as such term is defined in Rule 902(o)(1) of
Regulation S; (ii) the Optionee would not sell, transfer, assign, pledge,
hypothecate or otherwise dispose of any Option Shares in a manner which violated
Regulation S; and (iii) any purchase of Option Shares would not be made with a
view to a distribution (as that term is used in the Securities Act), unless in
the opinion of counsel to the Registrant such distribution complies with or is
exempt from the registration and prospectus delivery requirements of the
Securities Act. |
