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~~December 206, 2013

~~MARLBOROUGH~~PAGEFLEX ~~SOFTWARE DEVELOPMENT HOLDINGS~~ INC.

(Exact name of registrant as specified in its charter)

Delaware

000-54620

45-3751691

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


500 Nickerson Road, Marlborough, Massachusetts		01752
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (617) 520-8400

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

(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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ 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 ~~Agreement~~of Assets.

On ~~August~~December 206, 2013, Pageflex Inc., formerly Marlborough Software Development Holdings Inc., a Delaware corporation (the “~~MSDH~~Company”), ~~and~~completed ~~Pageflex~~its ~~Acquisitions~~merger ~~Inc., a Delaware corporation~~ (the “~~Pageflex~~Merger”), ~~entered into~~with anPageflex ~~Agreement~~Acquisitions, ~~and~~Inc. ~~Plan of Merger~~ (~~the~~ “~~Merger~~Pageflex ~~Agreement~~Acquisitions”), ~~pursuant~~a special topurpose ~~which~~company ~~Pageflex~~formed ~~will,~~for ~~subject to~~ the ~~satisfaction~~purposes ~~or waiver~~ of effecting the ~~conditions~~merger. ~~therein,~~Under ~~merge~~the ~~with~~Agreement and ~~into~~Plan ~~MSDH,~~of ~~the~~Merger ~~separate~~between ~~corporate~~the ~~existence~~Company ofand Pageflex ~~shall cease~~Acquisitions ~~and~~dated ~~MSDH~~August 20, ~~shall~~2013 ~~be the surviving corporation of the merger~~ (the “Merger Agreement”)~~. Amos Kaminski~~, aPageflex ~~director~~Acquisitions ofmerged with ~~MSDH,~~and ~~Pinhas~~into ~~Romik,~~the ~~MSDH’s chief executive officer~~Company, ~~and~~the ~~Elly~~separate ~~Perets,~~corporate ~~MSDH’s~~existence ~~vice president~~ of ~~sales~~Pageflex ~~and~~Acquisitions ~~marketing,~~then ~~each own~~ceased ~~approximately 45.5%, 9.1%,~~ and ~~4.6% of~~ the ~~currently~~Company ~~issued~~became ~~and~~the ~~outstanding~~surviving ~~equity~~corporation of ~~Pageflex,~~the ~~respectively~~Merger.

~~The~~At ~~aggregate~~the ~~purchase~~effective time and as a result of the Merger, each share of the Company’s common stock, par value $0.01 per share (the ~~price~~“Common Stock”), issued and outstanding immediately prior to bethe ~~paid~~effective bytime ~~Pageflex~~of isthe ~~$982~~Merger,~~946~~ inwas ~~cash~~converted orinto ~~approximately~~the right to receive $0.091 ~~per~~in ~~share~~cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). ~~Each~~The ~~option~~aggregate topurchase ~~acquire~~price ~~MSDH~~to ~~common~~be ~~stock~~paid ~~outstanding~~by ~~immediately~~the ~~prior~~surviving corporation to the ~~consummation~~former common stockholders of the ~~Merger~~Company ~~will~~is beapproximately ~~cancelled~~$982,946 in cash. ~~The~~ ~~Merger~~No isstockholders ~~subject~~reserved their appraisal rights with respect to ~~MSDH’s~~the Merger ~~stockholder~~in ~~approval~~accordance ~~and~~with ~~other~~Section 262 ~~customary~~of ~~closing~~the ~~conditions~~Delaware General Corporation Law.

~~The~~At ~~Merger~~the ~~Agreement~~effective ~~contains~~time ~~certain termination rights for both MSDH~~ and ~~Pageflex~~as ~~and~~a ~~further~~result ~~provides~~of ~~that~~the Merger, each ~~upon~~share ~~termination~~ of the ~~Merger~~Company’s ~~Agreement~~6.5% ~~and~~Series ~~the~~A ~~completion~~Redeemable ofPreferred aStock ~~comparable~~(“Series ~~transaction~~A byPreferred ~~MSDH~~Stock”) ~~with~~issued ~~another~~and ~~entity~~outstanding ~~within~~immediately 12prior ~~months~~to ~~thereafter,~~the ~~MSDH~~effective ~~will~~time beof ~~obligated~~the toMerger ~~pay Pageflex~~remained ~~reasonable~~outstanding ~~expenses~~following upthe toMerger aas ~~maximum~~shares of Series ~~$75,000~~A (Preferred Stock of the ~~“Termination~~surviving ~~Fee”)~~corporation.

InAt ~~connection with~~ the ~~Merger,~~effective ~~Pageflex~~time ~~entered into~~and ~~voting~~as ~~agreements~~a ~~with~~result ~~each~~ of the ~~two holders of its outstanding class of preferred stock~~Merger, ~~including~~each ~~Mr.~~option ~~Kaminski, pursuant~~ to ~~which~~acquire ~~they have agreed to vote their shares of MSDH common stock in favor of~~ the ~~Merger Agreement and the~~ ~~transactions~~Company’s ~~contemplated~~Common ~~thereby,~~Stock ~~including the Merger (the “Voting Agreements”), subject to certain conditions. The agreements also stipulate that each share of preferred stock issued and~~ outstanding immediately prior to the ~~merger~~ effective ~~date~~time ~~will remain issued and outstanding as shares~~ of ~~preferred stock of~~ the ~~surviving~~Merger ~~company~~was and that each holder waives any rights it may have to receive the liquidation preference as defined in the company’s Certificate of Designation and any accrued and unpaid dividends or distributions as a result of the Mergercancelled.

~~The~~As ~~Merger~~a ~~Agreement~~result ~~and the form~~ of the ~~Voting~~Merger ~~Agreements~~and ~~have~~in ~~been~~accordance ~~filed~~with asthe ~~exhibits~~Merger toAgreement, ~~this Form 8-K to provide information regarding~~ the ~~terms~~Company, ofas the ~~agreements~~surviving ~~and~~corporation, ~~are~~changed ~~not~~its ~~intended~~name to ~~modify~~Pageflex orInc. ~~supplement any factual disclosures about MSDH~~ (in ~~MSDH’s~~its ~~public~~capacity ~~reports~~as ~~filed with~~ the ~~Securities~~ ~~and~~surviving ~~Exchange~~corporation, ~~Commission (the~~ “~~SEC~~Pageflex”). InPageflex ~~particular,~~became ~~the~~a ~~Merger~~private ~~Agreement and the Voting Agreements are not intended to be~~company, ~~and~~owned ~~should~~by ~~not be relied upon as, disclosures regarding any facts and circumstances relating to MSDH. The~~the ~~representations~~shareholders ~~and~~of ~~warranties in~~ the ~~Merger~~former ~~Agreement~~Pageflex Acquisitions and the ~~Voting~~holders ~~Agreements may also be subject to a contractual standard~~ of ~~materiality~~the ~~different~~Company’s ~~from~~Series ~~those~~A ~~generally~~Preferred ~~applicable to stockholders~~Stock.

The ~~foregoing description of the~~ Merger Agreement and the ~~Voting~~transactions ~~Agreements~~contemplated ~~does~~thereby, ~~not~~including ~~purport~~the ~~to be complete~~Merger, ~~and~~were isapproved ~~qualified~~by inthe ~~its~~Company’s ~~entirety~~board ~~by reference~~of todirectors ~~such~~and ~~agreements~~its stockholders. AThe ~~copy~~Company’s ofstockholders approved the Merger Agreement isat ~~filed as Exhibit 2.1 hereto and~~ a ~~form~~special meeting of the ~~Voting~~stockholders ~~Agreements~~held ~~is filed as Exhibit 10.1 hereto~~on December 6, ~~each of which is incorporated herein by reference~~2013.

Pageflex has engaged Computershare Trust Company to act as Exchange Agent for the transaction and the shareholders of record for the Company will receive instructions on exchanging their shares for the Merger Consideration.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 9, 2013, the Company notified The Financial Industry Regulatory Authority (“FINRA”) that the Merger had been completed, and requested that its shares be delisted from

the Over the Counter Bulletin Board (the “OTCBB”). As of the end of the business day on December 9, 2013, the shares were delisted. The Company intends to file with the Securities and Exchange Commission a certification on Form 15 under the Exchange Act requesting the termination of the registration of the Common Stock under Section 12(g) of Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

As a result of the Merger and in accordance with the Merger Agreement, the Company, as the surviving corporation, changed its name to Pageflex Inc. (in its capacity as the surviving corporation, “Pageflex”). The Company’s stockholders approved the Merger Agreement at a special meeting of the stockholders held on December 6, 2013 and at the effective time of the Merger (the “Effective Time”), the Company became a private company, owned by the shareholders of the former Pageflex Acquisitions and the holders of the Company’s 6.5% Series A Redeemable Preferred Stock.

The Merger Consideration was funded from the initial capital contributions in the former Pageflex Acquisitions by its shareholders.

The information set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As a result of the Merger and in accordance with the Merger Agreement members of the board of directors of the former Pageflex Acquisitions immediately prior to the Merger became the directors of the surviving corporation, replacing all of the Company’s directors immediately prior to the Merger, except for Amos Kaminski, whose terms ended at the Effective Time. As of the Effective Time the directors of Pageflex are Pinhas Romik, Roni A. Einav, and Amos Kaminski.

Messrs. Romik and Kaminski and a company owned by Mr. Einav and his wife were stockholders of Pageflex Acquisitions, the other party to the Merger Agreement with the Company described in Item 2.01.

Item 5.03.

Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

At the Effective Time, the Company’s Certificate of Incorporation was amended by the Certificate of Merger filed with the Delaware Secretary of State on December 6, 2013. The Certificate of Merger amends Article First of the Company’s Certificate of Incorporation to change the name of the surviving corporation to Pageflex Inc. A copy of the Certificate of Merger is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

At the Effective Time, the Company’s By-laws were amended and restated at the Effective Time so that they read in their entirety as the By-laws of the former Pageflex Acquisitions read immediately prior to the Effective Time. A copy of the Company’s Amended and Restated By-laws is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On December 6, 2013, the Company held a Special Meeting of Stockholders (the “Special Meeting”) to (i) adopt and approve the Merger Agreement and (ii) approve a proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies in favor of adoption of the Merger Agreement.

At the Special Meeting, the holders of a majority of the issued and outstanding Common Stock and Series A Preferred Stock of the Company, voting as a single class, and the holders of a majority of the issued and outstanding shares of the Company’s Series A Preferred Stock, voting as a separate class, voted on and approved the Merger Agreement. The voting results of the issued and outstanding Common Stock and Series A Preferred Stock voting as a single class were as follows: number of shares for 8,719,009; number of shares against 44,741; number of shares abstained 150; and number of broker non-votes 0. The voting results of the issued and outstanding shares of the Company’s Series A Preferred Stock, voting as a separate class are as follows: number of shares for 2,985,070; number of shares against 0; number of shares abstained 0; and number of broker non-votes 0.

Item 8.01

Other Events.

On ~~August~~December 209, 2013, ~~MSDH~~ the Company issued a press release announcing, among other things, the execution of the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Pageflex and MSDH including statements that involve risks and uncertainties concerning Pageflex’s proposed acquisition of MSDH. Actual events or results may differ materially from those described, expressed or implied in this filing due to a number of risks and uncertainties, many of which are beyond the control of Pageflex or MSDH. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Pageflex or MSDH may be adversely affected by other economic, business, and/or competitive factors. In addition, please refer to the documents that MSDH files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause MSDH’s respective financial and operational results to differ materially from those contained in the forward-looking statements set forth in this document. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Pageflex or MSDH. Pageflex and MSDH are under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

Additional Information about the Merger and Where to Find it

In connection with the transactions contemplated by the Merger Agreement, MSDH will file a Schedule 13E-3 and related proxy statement with the SEC. Additionally, MSDH will file other relevant materials in connection with the proposed acquisition of MSDH by Pageflex pursuant to the terms of the Merger Agreement. The materials to be filed by MSDH with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov.

Investors and security holders of MSDH are urged to read the Schedule 13E-3 and related proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger because they will contain important information about the Merger and the parties to the Merger.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

2.1 Agreement and Plan of Merger, dated as of August 20, 2013, between MSDH Inc. and Pageflex Acquisition Inc. *


2.1		Agreement and Plan of Merger, dated as of August 20, 2013, between Marlborough Software Development Holdings Inc. and Pageflex Acquisition Inc. (incorporated by reference from the Current Report on Form 8-K filed by the Company on August 20, 2013). *

3.1		Certificate of Merger, dated and filed December 6, 2013.

3.2		Amended and Restated By-laws.

99.1		Press Release dated December 9, 2013.

~~10.1~~* ~~Voting~~Schedules ~~Agreement and~~have ~~Agreement~~been ~~Concerning~~omitted ~~Preferred~~pursuant ~~Stock~~to ~~dated~~Item ~~August~~601(b)(2) ~~20,~~of ~~2013~~Regulation ~~by and between Pageflex Acquisitions Inc~~S-K., ~~Marlborough~~The ~~Software~~Company ~~Development~~hereby ~~Holdings~~undertakes ~~Inc.,~~to ~~and~~furnish ~~Altshuler~~supplementally ~~Shaham~~copies ~~Provident~~of ~~Funds~~any ~~and Pension Ltd., in trust for the benefit~~ of the ~~Provident~~ ~~Funds~~omitted ~~and/or~~schedules ~~pensions~~upon ~~managed~~request by ~~it.~~the SEC.

10.2 Voting Agreement and Agreement Concerning Preferred Stock dated August 20, 2013 by and between Pageflex Acquisitions Inc., Marlborough Software Development Holdings Inc., and Amos Kaminski.

99.1 Press Release, dated August 20, 2013, of MSDH Inc.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. MSDH hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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.

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.


MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
(Registrant)

Date:	December 12, 2013

		By:	/s/ James P. Dore
			James P. Dore
			Executive Vice President and Chief Financial Officer

(Registrant)

Date : August 20, 2013

By: /s/ James P. Dore James P. Dore Executive Vice President and Chief Financial Officer

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