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 11, 2006 SOFTECH, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-10665 04-2453033 ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2 Highwood Drive, Tewksbury, MA 01876 --------------------------------------- (Address of principal executive offices) (978)640-6222 --------------------------------------------------- (Registrant's telephone number, including area code) ----------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 (B) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS In a letter dated August 11, 2006, Barry Bedford resigned his position as a Director of the Registrant. There was no disagreement between Mr. Bedford and the registrant, known to an executive officer of the registrant, on any matter relating to the registrant's operations, policies or practices. 2 SIGNATURE 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. SOFTECH, INC. Date: August 15, 2006 By:/s/ Joseph P. Mullaney --------------------------------- Name: Joseph P. Mullaney Title: President and Chief Operating Officer (Principal Financial and Accounting Officer) 3