UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Prescient
Applied Intelligence, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
Park
City Group, Inc.
3160
Pinebrook Road
Park
City, UT 84098
Phone:
(435) 645-2000
With
a copy to:
A.O.
Headman, Jr.
Cohne,
Rappaport & Segal, P.C.
257
E. 200 S., Suite 700
Salt
Lake City, UT 84111
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box o
..
*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).
1
|
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Park
City Group, Inc.
IRS
Identification # 37-1454128
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO (See Item
3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
(see Item 5)
|
8
|
SHARED
VOTING POWER
4,263,443 (see Item 5)
*
|
9
|
SOLE
DISPOSITIVE POWER
-0-
(see Item 5)
|
10
|
SHARED
DISPOSITIVE POWER
4,263,443 (see Item 5)
*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,263,443 (see Item
5)
*
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8% (See Item 5) *
|
14
|
TYPE
OF REPORTING PERSON
CO
|
*Park City Group, Inc. acquired 715.96
Shares of Series E Preferred Stock of the Issuer from shareholders of the
Issuer. Such shares are convertible into 4,263,443 shares of the
Issuer’s common stock. Assuming all shares of the Issuers Series E
and Series G preferred stock were converted into shares of the Issuer’s common
stock, there would be 53,972,878 shares of the Issuer’s common stock issued and
outstanding of which Park City Group would own 4,263,443 or approximately
8%.
1
|
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Randall
K. Fields
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b)
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO (see Item
3)
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Unites
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- (see Item
5)
|
8
|
SHARED
VOTING POWER
4,263,443
(see Item 5) *
|
9
|
SOLE
DISPOSITIVE POWER
-0- (see Item
5)
|
10
|
SHARED
DISPOSITIVE POWER
4,263,443 (see
Item 5) *
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,263,443 (See
Item 5) *
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4,263,443
(See Item 5) *
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*Park
City Group, Inc. acquired 715.96 Shares of Series E Preferred Stock of the
Issuer from shareholders of the Issuer. Such shares are convertible
into 4,263,443 shares of the Issuer’s common stock. Assuming all
shares of the Issuers Series E and Series G preferred stock were converted into
shares of the Issuer’s common stock, there would be 53,972,878 shares of the
Issuer’s common stock issued and outstanding of which Park City Group would own
4,263,443 or approximately 8%.
Explanatory
Note
Item
1. Security and Issuer.
The name of the issuer is Prescient
Applied Intelligence, Inc., a Delaware corporation (the "Issuer" or
“Prescient”)). The address of the Issuer’s offices is 1247 Ward Avenue, West
Chester, PA 19380. This Schedule 13D relates to the Issuer’s common stock, par
value $0.001 per share (the "Common Stock").
Item
2. Identity and Background.
(a)-(c), (f). This statement
is being filed by Park City Group, Inc. (“PCG”), a Nevada corporation and
Randall K. Fields, the Chairman and Chief Executive Officer of
PCG. Mr. Fields is also the majority shareholder of
PCG. PCG and Mr. Fields will be jointly referred to as the
reporting persons ("Reporting Persons") in this Schedule 13D.
The business address for each Reporting
Person is 3160 Pinebrook Road, Park City, UT 84098. Mr. Fields is a
United States citizen.
(d) During the last five
years, none of the Reporting Persons, or any person named in Schedule I, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last
five years, none of the Reporting Persons, or any person named in Schedule
I, was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
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.
Item
3. Source and Amount of Funds or Other
Consideration
The Board of Directors of PCG and the
Board of Directors of Prescient believes that it is in the best interest of PCG,
Prescient and their respective shareholders, if PCG acquires
Prescient. The proposed acquisition has been structured as a two step
transaction whereby (1) PCG has acquired, pursuant to a Purchase Agreement,
715.96 shares of Prescient Series E preferred Stock which are convertible into
4,263,443 shares of Prescient common stock. The shares of Series E
Preferred Stock (the “Purchased Shares”) were acquired by PCG from two
stockholders of Prescient at a price of $3,865 per share or a total of
$2,767,185 (the “Purchase”) which is to be followed by (2) a merger transaction
(the “Merger”) whereby the remaining stockholders of Prescient would receive
cash in exchange for their shares of Prescient common stock and preferred stock
(“Prescient Capital Stock”).
PCG has entered into the Purchase
Agreement in connection with the Purchased Shares and an Agreement and Plan of
Merger (“Merger Agreement”) in connection with the proposed
Merger. Each of such agreements are attached as exhibits to a Form
8-K filed by PCG on September 3, 2008.
The
sellers of the Purchased Shares also entered into a Lockup and Voting Agreement
with PCG. PCG did not pay the sellers of the Purchased Shares any
additional consideration in connection with the execution and delivery of the
Lockup and Voting Agreement. A copy of the Lockup and Voting Agreement is
attached as an exhibit to PCG’’s Form 8-K dated September 3,
2008.
References
to, and descriptions of, the Purchase Agreement, the Merger Agreement
and the Lockup and Voting Agreement set forth in this statement are not intended
to be complete and are qualified in their entirety by reference to the full text
of such agreements.
The Merger Agreement provides that the
price per share to be paid for Prescient common stock in the Merger is $0.055
per share. The Merger Agreement provides that the price per share to
be paid for the remaining Prescient Series E Preferred Stock shares is $4,098
per share. The Merger Agreement provides that the price per share to
be paid for the outstanding Prescient Series G Preferred Stock shares is
$1,136.36 per share.
The purchase price for the Purchased
Shares was obtained by PCG using operating cash and from loans from its
directors including Randall Fields, the Chief Executive Officer of PCG, in an
aggregate amount of
$
2,200,000.00. Such loans were obtained from the
following:
|
Lender
|
Loan
Amount
|
|
|
|
Randall
K. Fields / Riverview Financial Corp
|
$1,500,000.00
|
Robert
W. Allen, Director
|
$ 500,000.00
|
Bob
Hermanns, Director, SVP
|
$ 200,000.00
|
|
|
|
|
|
|
|
Total
|
$2,200,000.00
|
Item
4. Purpose of Transaction.
The information set forth in Item 3 and
Item 6 is incorporated herein by reference.
PCG has acquired shares of Prescient’s
Common Stock, Series E Preferred Stock from certain stockholders of Prescient
pursuant to the terms and conditions of the Purchase Agreement. As a
result of the Purchase, and assuming all Purchased Shares of Prescient Series E
Preferred Stock were converted into shares of Prescient common stock, PCG would
own a total of 4,263,443 shares of Prescient common stock issued and outstanding
or approximately 8% of the shares of common stock then issued and
outstanding. The shares of Prescient Series E Preferred Stock acquired in
the Purchase was the first step of a two step transaction pursuant to which PCG
will acquire Prescient as a wholly-owned subsidiary. Step two of the
planned transaction is the acquisition of the remaining shares of Prescient
Capital Stock in a cash out Merger transaction. PCG anticipates that
as a result of the Merger, it will own all of the shares of Prescient Capital
Stock issued and outstanding immediately following the Merger and that Prescient
will, at the effective time of the Merger, be a wholly-owned subsidiary of
PCG.
PCG, PAII Transitory Sub, Inc., a
Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of PCG and
Prescient entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Pursuant to, and subject to, the terms and conditions of
the Merger Agreement, Merger Sub will merge with and into Prescient, with
Prescient remaining as the surviving entity and a wholly owned operating
subsidiary of PCG. The Merger is subject to certain conditions and will be
effective following Prescient stockholder approval and upon the filing of a
Certificate of Merger with the Secretary of the State of Delaware.
The Merger Agreement contains customary
representations and warranties, pre-closing covenants, and closing conditions,
including approval of the Merger and related transactions.
PCG is required, under the Merger
Agreement, to make an initial deposit of $ 2,500,000 into escrow at such time as
the Securities and Exchange Commission has no further comment of Prescient’s
proxy statement/information statement related to the Merger
Transaction. In the event PCG fails to complete the Merger or
breaches any provision of the Agreement, after an opportunity to cure in some
cases, after the initial escrow deposit (i) the amount that has been placed into
escrow, will be transferred to Prescient and become its property; and (ii)
Prescient will be able to purchase from PCG, at a purchase price of $.001 per
share, 100% of the Series E Preferred Stock that it owns.
In the event PCG’s failure or breach,
as described above, occurs after the balance of the funds necessary to complete
step two of the Merger (approximately $2,300,000) have been placed into escrow
(i) the amount that has been placed into escrow, will be transferred to
Prescient and become its property; and (ii) Prescient will be able to purchase
from PCG at a purchase price of $.001 per share, 50% of the Series E Preferred
Stock that it owns. Prescient may also terminate the Merger Agreement in
the event it withdraws its recommendation that the Merger be approved by its
stockholders as a result of an alternative acquisition proposal or otherwise in
which event they will be obligated to pay PCG $250,000. The Merger Agreement may
also be terminated by mutual consent of PCG and Prescient or in the event that
the closing shall not have occurred by March 31, 2009.
As a result of the Merger and in
exchange for the cancellation of their shares, the stockholders of Prescient
will receive cash for their Common Stock, Series E Preferred Stock, and Series G
Preferred Stock as described in Item 3 above. There are currently 33,200,822
shares of Prescient Common Stock issued and outstanding. Additionally
there are (i) 1,657 shares of Prescient Series E Preferred Stock issued and
outstanding, including the shares acquired this day by PCG, all of which are
convertible into 9,866,147 shares of Prescient Common Stock and (ii) 480 shares
of Prescient Series G Preferred Stock issued and outstanding all of which are
convertible into 10,905,909 shares of Prescient Common Stock. Following
the effective time of the Merger, PCG will operate Prescient as a wholly-owned
subsidiary or will merge Prescient directly into PCG.
Following the effective time of the
Merger, the common stock of Prescient will no longer be traded on the OTCBB in
the over-the-counter market. Following the effective time of the
Merger, a Form 15 is expected to be filed with the Securities and
Exchange Commission (“SEC”) to seek termination of the registration of Prescient
shares under Section 12(g) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
Pursuant to the Merger Agreement,
Randall K. Fields, the Chief Executive Officer of PCG has been appointed as the
Chief Executive Officer of Prescient.
We anticipate that the Merger will be
completed prior to the end of calendar 2008.
Item
5. Interest in Securities of the
Issuer.
(a) –(b) As a result of the
Stock Purchase, PCG acquired 715.96 shares of Prescient Series E preferred Stock
which are convertible into 4,263,443 shares of Prescient common
stock. Mr. Fields, as Chief Executive Officer, director and
controlling shareholder of PCG may be deemed to have voting control and
investment discretion over securities owned by PCG and may also be deemed to
beneficially own the shares of Prescient common stock and preferred stock
beneficially owned by PCG. The foregoing should not be
construed in and of itself as an admission by PCG or Mr. Fields as to beneficial
ownership of the shares owned by PCG.
(c) During the past 60 days
PCG acquired the shares of Prescient Series E preferred stock
described in (a) above and in Item 4 above.
(d) No person other than the
Reporting Persons is known to have the right to receive, or the power to direct
the receipt of, dividends from, or proceeds from the sale of, the shares of
common stock reported in this Statement.
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The
information set forth under Items 3, 4 and 5 of this Statement is incorporated
herein by reference. Except as disclosed in this Statement or as set
forth in or contemplated by the Exchange Agreement and the Merger Agreement,
there are no contracts, understandings or relationships between the Reporting
Persons and any third party with respect to the Shares.
Item
7. Material to Be Filed as
Exhibits.
1. Agreement
and Plan of Merger by and among Park City Group, Inc., PAII Transitory Sub, Inc.
and Prescient Applied Intelligence, Inc. (incorporated herein by reference to
Exhibit 2.1 to Form 8-K filed by Park City Group, Inc. on September 3,
2008).
2. Stock
Purchase Agreement between Park City Group, Inc. and certain stockholders of
Prescient (incorporated herein by reference to Exhibit 2.2 to Form 8-K filed by
Park City Group, Inc. on September 3, 2008).
3. Lockup
and Voting Agreement between Park City Group, Inc. and certain stockholders of
Prescient (incorporated herein by reference to Exhibit 2.3 to Form 8-K filed by
Park City Group, Inc. on September 3, 2008).
4. Agreement
of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended (attached hereto).
5. Promissory
Notes issued by PCG in connection with loans obtained to provide a portion of
the purchase price of the Series E Shares purchased by PCG as described above in
this Schedule 13D (incorporated by reference to Exhibits 4.1 to Form 8-K
filed by Park City Group on September 15, 2008).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
September 15, 2008
PARK CITY
GROUP, INC.
By: /s/ Randall K.
Fields
Randall K. Fields, Chief Executive
Officer
By: /s/ Randall K.
Fields
Randall K. Fields,
Individually
SCHEDULE
1
The names of the directors and the
names and titles of the executive officers of Park City Group, Inc. are set
forth below. Each individual is a United States citizen.
Name
|
Position
|
Address
|
Randall
K. Fields
|
CEO/Chairman
of the Board
|
3160
Pinebrook Road
Park
City, UT 84098
|
James
R. Gillis
|
Director
|
3160
Pinebrook Road
Park
City, UT 84098
|
Richard
S. Krause
|
Director
|
3160
Pinebrook Road
Park
City, UT 84098
|
Robert
W. Allen
|
Director
|
3160
Pinebrook Road
Park
City, UT 84098
|
Robert
Hermanns
|
Senior
Vice President /Director
|
3160
Pinebrook Road
Park
City, UT 84098
|
John
R. Merrill
|
Chief
Financial Officer/Treasurer
|
3160
Pinebrook Road
Park
City, UT 84098
|
Edward
L. Clissold
|
Secretary
|
3160
Pinebrook Road
Park
City, UT 84098
|
AGREEMENT
OF JOINT FILING
This joint filing agreement (this
“Agreement”) is made and entered into as of this 10th day of September, 2008, by
and among Park City Group, Inc. and Randall K. Fields.
The parties to this Agreement hereby
agree to prepare jointly and file timely (and otherwise to deliver as
appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or
Schedule 13G, and any and all amendments thereto and any other document relating
thereto (collectively, the “Filings”) required to be filed by them pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Each party to this Agreement further agrees and covenants to
the other parties that it will fully cooperate with such other parties in the
preparation and timely filing (and other delivery) of all such
Filings.
This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as for the date first set forth above.
Dated:
September 15, 2008
PARK CITY GROUP, INC.
|
|
|
By:
/s/ Randall K.
Fields
|
|
Name: Randall
K. Fields
|
|
Title: Chief
Executive Officer
|
|
|
|
|
|
By: /s/ Randall K.
Fields
|
|
Name: Randall
K. Fields, Individually
|