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): 0106/1026/2009

RETAIL PRO, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-23049

Delaware		33-0896617
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

3252 Holiday Court

Suite 226

La Jolla, California 92037

(Address of principal executive offices, including zip code)

(858) 550-3355

(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 12.01. ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition of ~~Agreement~~Assets

Retail Pro,. Inc. (“Retail Pro” or the “Company”) ~~has~~and ~~been in discussions with~~ its ~~secured~~ ~~lenders~~subsidiaries ~~Laurus~~are ~~Master~~parties ~~Fund,~~to ~~Ltd. (In Liquidation)~~an ~~(“Laurus”) and~~Asset ~~Midsummer~~Purchase ~~Investment~~Agreement, ~~Ltd.~~as ~~(“Midsummer” and~~amended, ~~collectively~~ with ~~Laurus,~~their ~~the~~secured ~~“Existing~~lenders ~~Lenders”)~~Laurus ~~regarding the Company’s~~Master ~~defaults under its existing loan agreements. As a result of such discussions~~Fund, ~~as of January 9, 2009, the Company and its subsidiaries Page Digital Incorporated, IP Retail Technologies International, Inc~~Ltd. ~~and Sabica Ventures, Inc.~~ (~~collectively,~~In ~~the “Sellers”~~Liquidation) ~~entered into an Asset Purchase Agreement with the Existing Lenders and an affiliate of Laurus~~, Valens Offshore SPV II, Corp., ~~(“Valens”~~ and Midsummer Investment, ~~together~~Ltd. ~~with~~ (the ~~Existing Lenders, the~~ “~~Purchasers~~Lenders”). Since ~~under~~January ~~which~~10, ~~the Sellers have agreed~~2009, ~~subject to~~ the ~~conditions set~~ ~~forth~~Company inhas ~~such~~been ~~agreement,~~a toChapter ~~sell~~11 ~~all~~debtor ~~or substantially all of their assets used~~ in ~~connection~~possession ~~with~~under ~~their business to~~ the ~~Purchasers~~supervision ~~(or~~of ~~their nominee) in a sale~~the ~~conducted~~United ~~under~~States Bankruptcy Court ~~supervision. As~~for ~~required by~~ the ~~Bankruptcy~~ ~~Code,~~District ~~the sale~~ of ~~the~~Delaware ~~assets~~in ~~to the Purchasers will be subject to~~Wilmington, ~~overbidding~~Delaware byin ~~any~~case ~~other~~no. ~~prospective~~09-10087 ~~purchasers~~(PJW).

~~The~~On June ~~assets~~26, to2009, bethe ~~acquired~~Company ~~under~~completed the ~~Asset~~sale ~~Purchase~~transaction ~~Agreement~~contemplated ~~include~~by the ~~Sellers’~~Asset ~~corporate~~Purchase ~~office in La Jolla~~Agreement, ~~California~~having ~~and~~previously ~~facilities~~obtained inthe ~~Folsom,~~Bankruptcy ~~California and~~Court’s ~~Englewood, Colorado, and is expected to consist~~ approval of ~~leasehold~~such ~~improvements, tangible personal property, intangible property, leases and contracts, accounts receivable, inventory and business records~~transaction. The ~~consideration~~sale toincluded ~~be paid~~all ~~for~~or ~~the~~substantially ~~purchased~~all ~~assets, subject to certain adjustments, is expected to~~of ~~consist~~the ofassets ~~(a)~~used ain ~~credit~~connection ~~bid~~with by the ~~Purchasers~~business of the ~~aggregate~~Company ~~principal, accrued interest,~~ and ~~fees, costs, and other outstanding charges owed by the~~its ~~Company,~~subsidiaries ~~(b)~~Page aDigital ~~cash amount equal to $400~~Incorporated,~~000,~~ ~~(c)~~IP ~~the~~Retail ~~amounts~~Technologies ~~necessary to cure~~International, upInc. toand ~~certain~~Sabica ~~limitation~~Ventures, ~~pre-bankruptcy monetary defaults under certain contracts, and (d) assumption of certain liabilities~~Inc. The ~~sale~~purchaser of ~~assets~~ isthe ~~subject~~assets towas aRetail Pro ~~number of conditions~~International, ~~including Bankruptcy Court approval. In addition~~LLC, ~~the~~a ~~Purchasers~~newly ~~are~~organized ~~entitled~~company toowned ~~terminate~~by the ~~Asset Purchase Agreement upon the occurrence of certain events or defaults by the Sellers~~Lenders.

~~Also as~~The ~~part~~assets ofacquired ~~its~~under ~~discussions with~~ the ~~Purchasers,~~Asset ~~the~~Purchase ~~Company,~~Agreement asincluded ofcorporate ~~January~~facilities in 9Folsom, ~~2009~~California, ~~the~~ ~~Sellers~~as ~~entered~~well ~~into~~as arelated ~~debtor-in-possession~~leasehold ~~financing~~improvements, ~~arrangement~~tangible personal ~~(the~~property, ~~“DIP Facility”)~~intangible ~~with~~property, ~~Midsummer~~leases and ~~Valens (collectively~~contracts, ~~the “DIP Lenders”) under~~accounts ~~which the Company may borrow up to $1~~receivable,~~643,000~~ toinventory ~~finance~~and ~~operations~~business ~~during its Chapter 11 proceedings~~records. ~~Indebtedness~~The ~~incurred~~consideration ~~under the DIP Facility~~paid ~~accrues~~for ~~interest at~~ the ~~fixed~~purchased ~~annual rate of 14%~~assets, ~~matures~~subject onto ~~the~~certain ~~earlier~~adjustments, consisted of (a) a ~~the~~credit ~~closing~~bid ofby the ~~sale~~Purchasers of ~~assets~~the oraggregate ~~(b)~~principal, ~~March~~accrued 27interest, ~~2009~~and fees, costs, and isother ~~secured~~outstanding ~~by substantially~~charges ~~all~~owed ofto the ~~assets~~Lenders ofby the ~~Sellers~~Company, (b) ~~and by~~ a ~~pledge~~cash ofamount ~~the~~equal ~~capital stock~~to of$400,000, (c) the ~~Company’s~~amounts ~~subsidiaries. The~~necessary ~~DIP~~to ~~Facility~~cure, isup ~~subject~~ to a ~~number~~certain ~~of conditions~~limitation, ~~including~~pre-bankruptcy ~~Bankruptcy~~monetary ~~Court~~defaults ~~approval. In addition,~~under ~~the~~certain ~~DIP~~contracts, and ~~Lenders~~(d) ~~are~~assumption ~~entitled to terminate the DIP Facility upon the occurrence~~ of certain ~~events or defaults by the Sellers~~liabilities.

Item 1.03. Bankruptcy or Receivership

On January 10, 2009, Retail Pro, Inc. (“Retail Pro” or the “Company”) and its wholly owned subsidiaries Page Digital Incorporated, IP Retail Technologies International, Inc. and Sabica Ventures, Inc. filed voluntary Chapter 11 bankruptcy petitions with the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware. The proceeding has been assigned case no. 09-10087 (PJW). The Company plans to seek joint administration of the cases.

The Company will continue its ordinary course of business operations and will operate as a debtor-in-possession within the bankruptcy proceeding. These bankruptcy filings were necessitated by the Company's inability to secure new equity or debt financing on terms acceptable to the Company's current secured lenders. The Company hopes to use the protections provided by the Chapter 11 process to consummate the transactions contemplated by the Asset Purchase Agreement. The Company believes that the Chapter 11 filing provides it with the best chance of preserving the value of its business assets and maximizing the return to all of the stakeholders of the Company.

Certain statements contained in this document may be deemed to be forward-looking statements under federal securities laws. The Company intends that all such forward-looking statements be subject to the safe harbor created under such laws. Such forward-looking statements include, but are not limited to, statements regarding (i) the continuation of the Company’s business operations; (ii) the continuation of the Company’s status as a debtor in possession; and (iii) the Company’s plans to use a Chapter 11 bankruptcy to sell its business. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but not are not limited to, (a) the willingness of the Company’s secured lenders to continue to fund its operations; (b) the Company’s ability to remain in place as debtor in possession; (c) the Company’s ability to successfully complete the bankruptcy sale process and resolve claims with creditors; (d) other risks of Chapter 11 bankruptcy proceedings; and (e) as detailed in the Company’s SEC reports.

Signature(s)

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.

	RETAIL PRO, INC.
Date: January 12, 2009	By:	/s/ Donald S. Radcliffe
Date: June 26, 2009	By:	/s/ Donald S. Radcliffe
		Donald S. Radcliffe
		President and Chief Executive Officer

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