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) August 27, 2004 (August 24, 2004)
-----------------------------------------------
Cass Information Systems, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Missouri 2-80070 43-1265338
--------------------------------------------------------------------------------
(State or other jursidiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
13001 Hollenberg Drive, Bridgeton, Missouri 63044
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(314) 506-5500
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the For 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-2 under Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 240-14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act (17 CFR 240.13e-4 (c))
CASS INFORMATION SYSTEMS, INC.
FORM 8-K
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
a. Securities Sold
Date: August 24, 2004
Title: 5.33% Subordinated Convertible Debentures due August 24, 2014
(the "Debentures"). The Debentures are convertible into
approximately 76,763 shares of registrant's common stock.
Amount: $3,700,000
c. Consideration
The Debentures were issued to PROFITLAB, Inc. ("PROFITLAB") as partial
consideration for the acquisition (the "Acquisition") by Cass Information
Systems, Inc. ("Cass") of the assets of PROFITLAB. See Item 8.01, below.
Consideration for the Acquisition included the Debentures and cash in the
amount of $1,097,600.
d. Exemption from Registration Claimed
Following the Acquisition, PROFITLAB distributed a portion of the
Debentures to 15 of its shareholders (the "Shareholders") and retained in
its own name $1,300,809 of the Debentures. Prior to the vote by the
Shareholders approving the sale of PROFITLAB's assets to Cass, Cass and
PROFITLAB provided an information statement to the Shareholders which,
among other things, described the Acquisition and the businesses of Cass
and PROFITLAB. Attached to the statement were the most recent Annual
Report on Form 10-K of Cass and all subsequent reports and proxy materials
filed with the Securities and Exchange Commission (the "Commission") by
Cass. PROFITLAB and each of the Shareholders made appropriate investment
representations to Cass and agreed that the Debentures and the Cass shares
to be issued upon conversion of the Debentures may not be sold or
otherwise transferred unless they are first registered under the
Securities Act of 1933 (the "Act") except in a transaction exempt from the
registration requirement. The Debentures contain appropriate legends
describing the restrictions on transfer and certificates for the Cass
shares issued on conversion will contain appropriate restrictive legends.
Cass will timely file a Form D with the Commission. Cass believes the
issuance of the Debentures and the issuance of Cass common stock on
conversion of the Debentures was and will be exempt from the registration
requirements of the Act pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder.
e. Terms of Conversion or Exercise
The holders of Debentures can convert up to 20% of the principal amount
into fully paid and non-assessable shares of the Common Stock of Cass at a
rate per share of $48.20 from and after the third anniversary of the
issuance date. From and after the fourth anniversary date an additional
30% can be converted under the same terms. From and after the fifth
anniversary date, 100% can be converted under the same terms. The
securities mature ten years after the date of issuance. The Debentures may
be called by Cass without penalty after August 24, 2010.
2
Section 8 - Other Events
Item 8.01 Other Events
Cass acquired substantially all of the operating assets of PROFITLAB on
August 24, 2004. PROFITLAB, based in Greenville, S.C., is a provider of
telecom auditing and application services. PROFITLAB was founded in 1990
with an objective to take advantage of electronic commerce to provide a
high level of invoice detail and analysis at a price that would be
impossible to secure with paper based systems. The acquired assets do not
constitute a significant amount of assets requiring the Acquisition to be
reported under Item 2.01 of Form 8-K.
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.
Cass Information Systems, Inc.
August 27, 2004 By: /s/ Lawrence A. Collett
--------------------------------------------
Lawrence A. Collett
Chairman and Chief Executive Officer
August 27, 2004 By: /s/ Eric H. Brunngraber
--------------------------------------------
Eric H. Brunngraber
Vice President-Secretary
(Principal Financial and Accounting Officer)
4