UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WORKFLOW MANAGEMENT, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
98137N109
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(CUSIP Number)
WF HOLDINGS, INC.
C/O PERSEUS, L.L.C.
2099 PENNSYLVANIA, N.W.
WASHINGTON, D.C. 20006
ATTN: CHARLES C. MOORE
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
CHARLES M. MODLIN, ESQ.
MORRISON COHEN SINGER & WEINSTEIN, LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
MARCH 29, 2004
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
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).
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CUSIP No. 98137N109 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
WF Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,466,857
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,466,857
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this statement relates is the
common stock, par value $0.001 per share (the "COMMON STOCK"), of Workflow
Management, Inc., a Delaware corporation (the "ISSUER"). The address of the
principal executive offices of the Issuer is 240 Royal Palm Way, Palm Beach,
Florida 33480.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by WF Holdings, Inc., a Delaware
corporation ("WF" or the "REPORTING PERSON"). The principal offices of WF are
located at c/o Perseus, L.L.C., 2099 Pennsylvania, N.W., Washington, D.C. 20006.
The name, address, present principal occupation or employment, and citizenship
of each director and executive officer of WF, each person controlling WF and
each director and executive officer of such controlling persons are set forth on
SCHEDULE 1 hereto and are incorporated herein by reference.
During the past five years, neither WF nor, to the knowledge of WF, any
of the persons or entities listed on SCHEDULE 1 hereto: (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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 law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
WF, WFM Acquisition Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of WF ("WFM"), and the Issuer have entered into an Agreement
and Plan of Merger, as amended, dated as of January 30, 2004 (the "Merger
Agreement"), pursuant to which (a) WFM will be merged with and into the Issuer
(the "Merger"), and (b) each share of Common Stock will be converted into the
right to receive $5.375 per share in cash. If the Merger is consummated, WF will
become the sole stockholder of the Issuer and, as a result, the Common Stock
will cease to be quoted on the NASDAQ/NMS and will no longer be registered
pursuant to Section 12 of the Exchange Act. The foregoing summary of the Merger
Agreement is qualified in its entirety by reference to such agreement which is
attached as EXHIBIT 1 to this statement.
On March 29, 2004, WF and each of Springhouse Capital, LP, Springhouse
Capital LLC and Brian Gaines (collectively, "Springhouse") entered into a Voting
Agreement and Irrevocable Proxy with WF (the "Voting Agreement") pursuant to
which Springhouse agreed to vote all of their Common Stock in favor of the
Merger Agreement. The foregoing summary of the Voting Agreement is qualified in
its entirety by reference to such agreement which is attached as EXHIBIT 2 to
this statement.
Except as set forth in this Schedule 13D, as of the date hereof,
neither the Reporting Person nor any of the entities or persons listed on
SCHEDULE 1 has any plan or proposal that relates to or would result in any of
the events in paragraph (a) - (j) inclusive of Item 4 of Schedule 13D.
Notwithstanding the foregoing, each of the Reporting Person and the
entities or persons listed on SCHEDULE 1 reserves the right to effect any such
actions as any of them may deem necessary or appropriate in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, by virtue of the Voting Agreement, the
Reporting Person may be deemed to beneficially own an
aggregate of 1,466,857 shares of Common Stock, or
approximately 10.9% of the Common Stock outstanding.
Notwithstanding the foregoing, each of the Reporting Person
and the entities or persons listed on SCHEDULE 1, expressly
disclaims that the filing of this Schedule 13D shall not be
construed as an admission that such entities or persons are
the beneficial owners of any of the shares of Common Stock
covered by this Schedule 13D.
(b) Except for the transactions described herein, there have been
no other transactions in the securities of the Issuer effected
by the Reporting Person in the last 60 days.
(c) To the knowledge of the Reporting Person, only Springhouse has
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 of the Issuer reported by this statement.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the agreements, and the transactions contemplated thereby,
described in this Schedule 13D, which agreements are hereby incorporated herein
by reference, to the best knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person or any of the other entities or persons listed on
SCHEDULE 1 attached hereto, and any other person, with respect to any securities
of the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement and Plan of Merger, as amended, dated January 30,
2004, among WF Holdings, Inc., WFM Acquisition Sub, Inc.
and Workflow Management, Inc.
Exhibit 2 - Voting Agreement and Irrevocable Proxy, dated March 29,
2004, among WF Holdings, Inc. and Springhouse.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: April 8, 2004
WF HOLDINGS, INC.
By: /s/ CHARLES C. MOORE
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Name: Charles C. Moore
Its: Secretary
SCHEDULE 1
1. WF Holdings, Inc.
Place of Organization: Delaware
Directors:
Ray E. Newton*
Greg C. Mosher*
Charles C. Moore*
Executive Officers:
Ray E. Newton
Greg C. Mosher
Charles C. Moore
* The listed individual is a citizen of the United States.
Business Address for WF Holdings, Inc., its directors and officers is
as follows:
c/o Perseus, L.L.C.
2099 Pennsylvania, N.W.
Washington, D.C. 20006
2. Perseus Market Opportunity Fund, L.P.
Relationship: Perseus Market Opportunity Fund, L.P. is the sole
stockholder of WF Holdings, Inc.
Business Address:
2099 Pennsylvania, N.W.
Washington, D.C. 20006
Place of Organization: Delaware
3. Perseus Market Opportunity Fund, L.L.C.
Relationship: Perseus Market Opportunity Fund, L.L.C. is the general
partner of Perseus Market Opportunity Fund, L.P.
Business Address:
2099 Pennsylvania, N.W.
Washington, D.C. 20006
Place of Organization: Delaware
4. Perseus, L.L.C.
Relationship: Perseus, L.L.C. indirectly manages Perseus Market
Opportunity Fund, L.P.
Business Address:
2099 Pennsylvania, N.W.
Washington, D.C. 20006
Place of Organization: Delaware
5. Frank H. Pearl
Relationship: Frank H. Pearl is the Chairman of Perseus, L.L.C.
Business Address:
c/o Perseus, L.L.C.
2099 Pennsylvania, N.W.
Washington, D.C. 20006
Citizenship: United States