-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ts2FHtzTIXjX3GTbjSlZAjiqFZkxTzGxuE9dhh3dkrdjrI+70veAoM8lVVDVyjI5 z+9nD2lXZ2mP77u+gCeomw== 0001133884-02-000386.txt : 20020415 0001133884-02-000386.hdr.sgml : 20020415 ACCESSION NUMBER: 0001133884-02-000386 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORKGROUP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001007021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043153644 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49712 FILM NUMBER: 02603402 BUSINESS ADDRESS: STREET 1: 81 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6176742000 MAIL ADDRESS: STREET 1: 81 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02173 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTECH INC CENTRAL INDEX KEY: 0000354260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042453033 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 HOGHWAY DRIVE STREET 2: SUITE B 130 CITY: TEWSBURY STATE: MA ZIP: 01876 BUSINESS PHONE: 9786406222 MAIL ADDRESS: STREET 1: 4695 44TH STREET N E STREET 2: SUITE B 130 CITY: GRAND RAPIDS STATE: MI ZIP: 49512 SC 13D 1 gsc13d-27936.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.__)* WORKGROUP TECHNOLOGY CORPORATION -------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 980903 20 7 ------------- (CUSIP Number) JOSEPH P. MULLANEY PRESIDENT AND CHIEF OPERATING OFFICER SOFTECH, INC. 2 HIGHWOOD DRIVE TEWKSBURY, MA 08176 (781)890-8373 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 28, 2002 ------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 980903-20-7 13D Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOFTECH, INC. 04-2453033 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 86,500 NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 86,500 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SOFTECH, INC. 186,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO CUSIP NO. 980903-20-7 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GREENLEAF CAPITAL, INC. 38-3309224 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Michigan - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 100,000 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 100,000 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON GREENLEAF CAPITAL 186,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO CUSIP NO. 980903-20-7 13D Page 4 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William D. Johnston - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 100,000 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 100,000 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON WILLIAM D. JOHNSTON 186,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN Page 5 of 11 Pages ITEM 1. SECURITY AND ISSUER The security to which this statement (the "Statement") relates is the common stock, par value $.01 per share (the "Common Stock"), of Workgroup Technology Corporation, a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at One Burlington Woods Drive, Burlington, MA 01803. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the persons filing this Statement (collectively, the "Reporting Person") and their citizenship or state of organization are: (i) SofTech, Inc., a Massachusetts corporation. (ii) Greenleaf Capital, Inc., a Michigan corporation. (iii) William D. Johnston, a United States citizen. (b) The Reporting Persons' principal business and principal office addresses are: (i) 2 Highwood Drive Tewksbury, MA 01876 (ii) 3505 Greenleaf Blvd. Kalamazoo, MI 49008 (iii) c/o Greenleaf Capital, Inc. 3505 Greenleaf Blvd. Kalamazoo, MI 49008 (c) The present principal businesses or occupations of the Reporting Persons are that of: (i) software development. (ii) investment management. (iii) private investor. (d) During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Persons was or are subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Greenleaf Capital is a significant shareholder, lender and financial advisor to SofTech. Greenleaf Capital's President and sole shareholder, William D. Johnston, is Chairman of the Board of SofTech. Mr. Johnston has served as a Director of SofTech since June 1996. Information contained herein concerning Greenleaf Capital, Inc. and William D. Johnston has been provided by Greenleaf Capital, Inc. and William D. Johnston. SofTech, Inc. assumes no responsibility for such information. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons have paid an aggregate of $277,260 in cash for an aggregate of 186,500 shares of Common Stock. With the exception of $129,750 paid to J&C Resources, LLC by SofTech for 86,500 shares of Common Stock, as described in Item 6 below, the balance of the shares of Common Stock were purchased through open market exchange transactions by Greenleaf Capital. The source of funds used to purchase the shares of Common Stock was from the working capital of the Reporting Persons. Page 6 of 11 Pages ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons have acquired the shares of Common Stock, because SofTech wishes to engage the Issuer's management in negotiations regarding the acquisition of the Issuer by SofTech. SofTech believes that its technology is complementary to that of the Issuer's and that there are synergies that could be realized through such a combination. Greenleaf Capital has acquired shares of Common Stock because it supports SofTech's intention to enter into discussions to acquire Issuer and wishes to assist SofTech in its goal by voting its shares in favor of any transaction by which SofTech would acquire Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) On the basis of the understanding between them described in Item 4 above, the Reporting Persons are part of a group as defined in Section 13(d)(3) and therefore are each deemed to be the beneficial owners of 186,500 shares of Common Stock. Such shares constitute 10.1% of the issued and outstanding shares of Common Stock. (b) SofTech has sole voting and dispositive power with respect to 86,500 shares of Common Stock. Greenleaf Capital has sole voting and dispositive power with respect to 100,000 shares of Common Stock. (c) On March 28, 2002 SofTech acquired 86,500 shares of Common Stock in a private transaction for an aggregate purchase price of $129,750. Greenleaf Capital has effected the following open market purchases of shares of Common Stock within the past 60 days. AGGREGATE DATE OF PURCHASE NUMBER OF SHARES PRICE PER SHARE PURCHASE PRICE March 15, 2002 33,000 $1.46 $48,180 March 18, 2002 20,000 $1.455 $29,100 March 19, 2002 17,000 $1.50 $25,500 March 21, 2002 3,000 $1.41 $4,230 March 25, 2002 2,500 $1.50 $3,750 March 27, 2002 5,000 $1.50 $7,500 March 28, 2002 5,000 $1.50 $7,500 April 1, 2002 7,000 $1.50 $10,500 April 3, 2002 7,500 $1.50 $11,250 (d) Not applicable. (e) Not applicable. Page 7 of 11 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On March 28, 2002 SofTech acquired 86,500 shares of the Issuer's Common Stock from J&C Resources, LLC. Greenleaf Capital has purchased a total of 100,000 shares during the period from March 20 to April 5, 2002 in a series of open market transactions. Greenleaf Capital has agreed to vote its shares in favor of any transaction by which Softech would acquire Issuer. Greenleaf Capital and Softech have not entered into any written agreement regarding such understanding. Neither has ceded voting control of the shares held of record by them to the other. Each of the Reporting Parties maintains complete freedom of control regarding the voting and disposition of their shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits: 1. Stock Purchase Agreement dated March 28, 2002, by and between J&C Resources, LLC and SofTech, Inc. 2. Letter dated April 4, 2002 from the Reporting Person to the Issuer. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: April 5, 2002 SOFTECH, INC. /s/ Joseph P. Mullaney ---------------------------------- Joseph P. Mullaney President and COO GREENLEAF CAPITAL, INC. /s/ William D. Johnston ---------------------------------- William D. Johnston President /s/ William D. Johnston ---------------------------------- William D. Johnston Page 8 of 11 Pages EXHIBIT INDEX 1. Stock Purchase Agreement dated March 28, 2002, by and between J&C Resources and SofTech, Inc. 2. Letter dated April 4, 2002 from SofTech, Inc. to the Issuer. EX-1 3 gex1-27936.txt EX-1 Exhibit 1 STOCK PURCHASE AGREEMENT This Agreement is made as of March 28, 2002, by and between J&C RESOURCES, LLC OF 7830 Byron Drive, Suite 10, Riviera Beach, FL 33404 (the "Seller") and Softech, Inc. of 2 Highwood Drive, Tewksbury, MA 01876 (the "Purchaser"). 1. The Seller hereby agrees to sell and the Purchaser hereby agrees to buy eighty six thousand five hundred (86,500) shares of Common Stock (the "Shares") of WORKGROUP TECHNOLOGY CORPORATION of One Burlington Woods Drive, Burlington, MA (the "Company") at a purchase price of One Dollar and Fifty Cents ($1.50) per share for an aggregate purchase price of One Hundred Twenty Nine Thousand Seven Hundred and Fifty Dollars ($129,750.00) (the "Purchase Price"). 2. The payment by the Purchaser to the Seller of the Purchase Price shall be made via wire transfer within two business days of the date of this Agreement in accordance with instructions provided by the Seller. Upon receipt of the Purchase Price, the Seller shall deliver certificate(s) representing the Shares to the Purchaser in accordance with Purchaser's instructions. 3. The Seller hereby represents and warrants as follows: (a) The Seller holds and hereby conveys good title to the Shares free and clear of any liens, claims or restrictions; (b) All consents, approvals, orders or authorizations on the part of the Seller required in connection with the sale and transfer of the Shares have been made; and (c) Other than as set forth in Sections 3(a) and 3(b), the Seller does not provide any other representation, warranty or guaranty whatsoever. 4. The Purchaser represents and warrants as follows: (a) The Purchaser is purchasing the Shares for its own account for investment purposes only and not with a view to, or for resale in connection with, any "distribution" for purposes of federal securities laws; (b) The Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to buy the Shares; and (c) The Purchaser is making its decision based on its own knowledge of the Company and not upon any representations of the Seller. 5. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. This Agreement shall be binding upon the transferees, successors, assigns and legal representatives of the parties. This Agreement constitutes the full, complete and final agreement of the parties and supersedes all prior agreements, written or oral, with respect to the subject matter herein. This Agreement may be executed in counterparts, each of which shall be deemed an original but which all together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase Agreement as of the date first written above. /s/ Charles C. Johnston /s/ Joseph Mullaney - ----------------------- ------------------------------------- Charles C. Johnston Joseph Mullaney President President and Chief Operating Officer J&C Resources, LLC Softech, Inc. EX-2 4 gex2-27936.txt EX-2 Exhibit 2 April 4, 2002 Patrick Kareiva Chairman and CEO Workgroup Technology Corporation One Burlington Woods Drive Burlington, MA 01803-4503 Dear Mr. Kareiva: We are writing to you to inform you of our recent purchases of 186,500 common shares of Workgroup Technology Corporation ("WTC") which represents approximately 10.14% of the WTC shares outstanding. I believe, as you know from our previous discussions, that a combination between SofTech and WTC would result in a stronger organization with much greater growth potential than either company has today as a stand-alone organization. In light of the offer put forth by Rocket Software to acquire WTC for $1.50 per share in cash, which we understand that you rejected, we are prepared to offer an amount in cash and equity that is significantly in excess of the amount offered by Rocket Software, contingent upon successful due diligence. SofTech has obtained a commitment of the capital needed to complete the merger therefore the transaction is not contingent on financing. I look forward to hearing from you as to when we can meet to discuss my proposal further. Sincerely, /s/Joseph P. Mullaney - ---------------------- Joseph P. Mullaney President and COO SofTech, Inc. Cc: Douglas A. Catalano James M. McConnell Frederick H. Phillips -----END PRIVACY-ENHANCED MESSAGE-----