
                       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 21,October 2002 (August 617, 2002)2003
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                       Progressive Software Holding, Inc.
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             (Exact name of registrant as specified in its charter)

                                    Delaware

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                 (State or other jurisdiction of incorporation)

                              001-05513 06-0682273
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          (Commission File Number) (IRS Employer Identification Number)

                  6836 Morrison Boulevard, Charlotte, NC 28211
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                    (Address of principal executive offices)

                                 (406) 556-9886
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              (Registrant's telephone number, including area code)

                               Tridex Corporation
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          (Former name or former address, if changed since last report)






Item 1.  Changes in Control of Registrant

     As a result of the events   described   in Itema 3 below,prior  Massachusetts  Mutual
LifeForm Insurance Company and certain of its affiliates8-K  receivedfiling  2,650,554 shares
of thedated  Series AAugust  Common  Stock  of  Progressive  Software  Holding21,  Inc.  (the
"Successor  Company")2002,  the successor by merger to Tridex  Corporation (the "Old
Company"),  representing  approximately  70%registrant's ofCertificate the  total  voting  power of the
Successor  Company.  In addition,  pursuant to the terms of the  Certificate  of
Incorporation  of  the  Successor  Company,   upon  the  occurrence  of  certain
Triggering Events,dated theAugust voting rights of the holders of the Series B Common Stock
would  increase to 51% of the voting power of all Common Stock of the  Successor
Company2, all as described in more detail in Item 3 below.

Item 3. Bankruptcy or Receivership

     On February  12,  2002,  the Old Company and its wholly  owned  subsidiary,
Progressive  Software,  Inc. (the  "Subsidiary"  and,  collectively with the Old
Company,  the "Debtors") filed voluntary  petitions for protection under ChapterCertificate
11 of the United States Bankruptcy Code (the "Bankruptcy  CodeIncorporation") with the United
States  Bankruptcyprovides  Court for the District ofthat,  Connecticut  (the  "Court").  The
Debtors'upon cases were consolidated for the purpose of joint  administration  (Case
Nos.  02-50156occurrence and 02-50157).  The cases were assigned to Judge Alan H.W. Shiff.
The purpose of the filing was to reorganizecertain  theevents Old Company and the  Subsidiaryof
pursuantdefault to a plan of reorganization  (the"Triggering Events"Plan").  Following a hearing held on
July 9, 2002 the  Court  entered  an order  confirming  the Plan.  A copy of the
Confirmation Order dated July 9, 2002 is included as Exhibit 99.1 to this filing
and is incorporated herein by reference.

     Pursuant to the Plan,  onregistrant Augustunder 6, 2002 (the  "Effective  Date"),  the Old
Company  merged  withCredit andAgreement into the  Successor  Company,  a Delaware  corporation
formed on August 2, 2002 for the purpose of implementing the Plan. A copy of the
Certificate of Incorporation  dated August 2, 2002, the By-Laws of the Successor
Company  dated  August 2, 2002 and the Plan of Merger  dated  August 6, 2002 are
attached hereto as Exhibits 3.1, 3.2 and 4.1, respectively, and are incorporated
herein by reference.

     The Successor  Company is authorized by its Certificate of Incorporation to
issue a total of 6,000,000  shares of capital stock,  each having a par value of
$.01 per share,  designated as follows:  (i) 4,200,000  shares are designated as
Series A Common Stock (the   "SeriesCredit A Common  StockAgreement");  (ii) 800,000  sharesamong are
designated as Series B Common Stock (the "Seriesregistrant, Bits Common  Stock"subsidiary and,  together
withArk theCLO Series A Common Stock,  collectively,  the "Common  Stock");  and (iii)
2000-1,000,000 sharesLimited are designated as Preferred Stock (the "Preferred StockARK").

     The Boardand ofnotice Directors is authorized to issue the Preferred Stock in one or
more series without further stockholder authorizationregistrant,  and to fix and determine
the terms,  limitations  andholders relative  rights and  preferences  of the Preferredall
Stock and to establishoutstanding  series of Preferred  Stock. No shares of PreferredSeries Stock
wereB issued on the Effective Date.

     Each  share  of  Common  Stock  has  one  vote  on  all  matters  on  which
stockholders  are entitled or  permitted  to vote,  and holders of each share of
Common  Stock will share  ratablyhave in all  dividends  and  distributions  and all
rights in  liquidation,  unless and until the  occurrenceaggregate  of33% certain  events of
defaultall byrights the Successor  Company under the Credit  Agreement (as defined in the
Certificate  of  Incorporation  and  hereinafter  referenced)  and notice to the
Successordividends Company. Upon the occurrence of such an event of default and notice (a
"Triggering  Event")distributions  the holders of all  outstanding  shares of Series B Common
Stock  will  have  in  the   aggregate  33%  of  all  rights  to  dividends  and
distributions and rights in liquidation,  and will 
have such   number of votes per
 share of Series B Common   Stock as will result in 
all holders of all   outstanding
 shares of Series B Common Stock   having 51% of all 
voting  rights   of the   holders
  of   all   Common   Stock   then   outstanding.

     On the Effective Date, each  outstanding  share of Old Company common stockThe
ceased to beregistrant  outstanding  anddefaulted everyin 10certain shares of Old Companyfinancial  commoncovenants stockunder was,
automatically  and  without  any  action  on the  part  of the  holder  thereof,
converted  intoCredit and  exchanged  Agreement
for the rightfiscal  quarter toended  receive  oneSeptember share30, of Series A
Common Stock2003,  totalingsuch defaults  approximately  565,429resulted sharesin of Series A Common Stock,a
representing  approximatelyTriggering 15%Event ofpursuant allto Common Stock outstanding on the Effective
Date.  Fractional  sharesterms of the  Series ACertificate Common  Stock  shall not be issued or
distributed  and the  number of shares  of Series A CommonIncorporation  Stock  issued to anyand
holder of Old  Company  common  stock will be rounded up or down to the  nearest
whole number.registrant  In addition,has  on thereceived  Effectivenotice  Datefrom certain  allowed  unsecured
claims  were  satisfied  pursuantARK toin the Plan  through  the  issuanceform of a totalletter  dated
2,827,145October shares of Series A Common Stock17, representing2003 approximately 75% of the
totalsuch CommonTriggering StockEvent.

     Pursuant to the PlanAccordingly, on the Effective  Date, the Successor  Company issued
376,953 shares of the Series B Common Stock to its allowed secured creditor, Ark
CLO 2000-1, Limited ("ARK"),  representing approximatelyis 10% of the total Common
Stocknow  outstanding on the Effective Date and issued a Warrant entitled  to ARK to purchase
418,836  additional shares of Series B Common Stock for a purchase price of $.01
per share.receive  A33% copy of theall  Warrantdividends  is  attached  hereto as  Exhibit  4.4 and is
incorporated  herein by reference.  The Warrant is  exercisable if the Successor
Company makes a draw under the revolving credit facility described below and for
six months thereafter.

     In  additiondistributions,   the  Successor  Company  and  the  Subsidiary  delivered  a
$5,300,000  promissory  note (the "Term Loan") to ARKcast payable51% in accordance with
the terms of aall Credit  Agreement  datedvotes thecast Effective Date. A copy of the Credit
Agreement  is  attached  hereto as Exhibit  10.1 and is  incorporated  herein by
reference.  The Credit  Agreement  alsoholders provides for up to $500,000 of revolving
credit loans from ARK to be used for working capital ("Revolving Credit Loans").
Draws may be made on Revolving  Credit Loans for up to six months  following the
Effective Date. The Term Loan and any Revolving Credit Loan bear interest at theregistrant's
primeoutstanding rate  published  byCommon the Wall Street  Journal,  plus 2%Stock.  Interest  accrues
starting on the Effective Date and is payable  monthly until maturity  beginning
on February 6, 2003. Principal payments (including capitalized accrued interest)
on the Term Loan begin 12 months after the effective  date,  amortized  over ten
years, and any outstanding principal and interest on the Term Loan is payable in
full  five  years  after  the  Effective  Date.       In  addition,  in the event the
Successor Company and the Subsidiary haveas  consolidateddescribed  excessin cash flow at any
time after the Effective  Date,  duringprior theForm period8-K fromfiling thedated EffectiveAugust Date until
December 3121, 
2002,  25% of such excess cash flow must be used to prepay the Term
Loan on January 1registrant, 2003 and  during the period  after  January 1, 2003 until the
Term Loan has been repaid in full,  25% of such excess cash flow must be used to
prepay the Term Loan on the due date of quarterly  financial  statements and 50%
must be used to  prepay  the  Term  Loan  on the due  date of  annual  financial
statements pursuant to the Credit Agreement.  All Revolving Loans are payable in
full six months after the Effective Date.

     In connection with the  implementation  of the Plan, the Successor  Company
and certain   holders of Series A Common   Stock (the   "MassMutual  
Holders")   and
Series Bholders Common Stock, representing  approximately 80% of theSeries totalB Common Stock
outstanding on("Series theB EffectiveHolders") Date,  entered into 
a Stockholders  Agreement and a
Registration  Rights  Agreement.  CopiesThe of the  Stockholders  Agreement and the
Registration  Rights  Agreement  are  attached  hereto as  Exhibits  4.2 and 4.3
respectively and are incorporated  herein by reference.  The Registration Rights
Agreement provides for certain demand registration,  piggyback  registration and
S-3 registration  rights for the MassMutual  Holders and the holders of Series B
Common  Stock.  The  Stockholders  Agreement  provides  for  the  election  
of a
 three-member   board of directors   (the   "Board"),  one to be   designated   by the
MassMutual  Holders,  one to be designated by the holders of the Series B Common
StockHolders and one to be 
designated by certain   members of   management.  In addition,
(the Stockholders Agreement requires the approval of holders of two-thirds of the
Series"Management  B  Common  Stock  then  outstanding  with  respect  to  changes  in  the
Certificate of Incorporation  affecting the rights of the Series B Common Stock,
the issuance or  authorization of additional  Series B Common Stock,  changes in
the number of the Board of Directors,  and entering  into material  transactions
with  affiliatesRepresentatives").  
Pursuant   to the  Stockholders  Agreement,  William A. Beebe,
Thomas R.was Schwarz and Lynn Tilton were  appointed to the 
Board onby the Management  Effective
DateRepresentatives.

     William A. Beebe  joined  theThe OldStockholders  Company in June 2000 as ChiefAgreement  Financialprovides
Officer.that,  From hisautomatically  retirement  inupon 1997  froma theTriggering  position  of chief  financial
officer of Project ProsEvent,  Inc.the  untildirector  joiningappointed Oldby Company,  Mr. Beebe served inthe
variousManagement  consulting  capacities.  Previously,  forRepresentatives moreshall thanimmediately 30  years,  hecease held
executiveto andbe consulting positions, principally that of chief financial officer,
in a numbermember of companies in the food serviceBoard, software, electronic manufacturing
andthe distributionSeries industries.

     ThomasB R.Holders  Schwarz  hasshall beenhave a  Director  of the Old  Company  sinceright heto was
Chairmandesignate of  Grossman's  Inc.,  a retailermember of building  materials,  fromthe 1990Board to
1994,fill whenthe hevacancy retired.and Mr.the SchwarzManagement wasRepresentatives President,  Chiefshall Operatinghave Officerno andfurther arights
directorto of Dunkin Donutsappoint  Incorporateddirectors,  asuch foodthat service  company,  fromafter 1980a to
1990.Triggering  Event Hethe isSeries aB directorHolders
are ofentitled TransActto andappoint a directortotal of Lebhar-Friedman  Publishing
Company.two Hemembers is a Trustee of the Tanaka Growth FundBoard.

     Lynn  Tilton is a  founder  and  member  of  Patriarch  Partners  LLCAccordingly,  the
investment  adviser andeffective manageron ofOctober ARK20, and2003, related  entities.  PriorWilliam to founding
Patriarch  Partners,  MsA. TiltonBeebe wasceased anto executivebe ata
member Longof Drivethe ManagementBoard Trust
(LDMT).and Gregory  PrecedingMurphy herwas tenureappointed atby LDMT,the Ms.Series TiltonB wasHolders to
fill the founding principal and
Executivevacancy.  ManagingGregory  Director of PapillonMurphy  Partners,graduated  Inc. In 1989,from  Ms.Northeastern  TiltonUniversity in
workedBoston aswith ana assetB.S. managerdegree forin the Oppenheimer Horizon Fund at Oppenheimer & CoBusiness.
In December,  1990,After she joined Kiddergraduation, Peabodyhe &went Co., Inc. to headwork thefor effort inthe
distressedFederal debt research and direct certain proprietaryDeposit  investments.Insurance  From 1993
to 1994Corporation, Ms. Tilton was a Managing  DirectorDivision and Head of Sales at M.J.  Whitman,
IncLiquidation. From 1994 through  early-1998In 1983,  she washe
joined aInterfirst ManagingBank Director,  Principalin and
PartnerForth at Amroc  InvestmentsWorth,  IncTexas.  Subsequent Prior to 1989,the Ms.acquisition Tilton worked in mergersof
andInterfirst  acquisitions(then  at Morgan Stanley & Co. and continued her career in corporate
finance andFirst  merchantRepublic  bankingBank) at Goldman,by  Sachs & CoN. and Merrill  LynchC.  MsN.
Tilton  earned a B.A,  Mr. in American  StudiesMurphy  fromaccepted Yalea
position  University  and an MBA in
Finance from Columbia University.

     On the Effective  Date, the Board appointedCharlotte  Christopher  Sebes to serve as
the President and Chief Executive Officer,  and William A. Beebe to serve as the
Treasurer and  Secretary,Senior  of the SuccessorCredit  Company.Risk  Pursuant to Officer  for  the Plan, the
Successor Company entered into a six-month  Employment Agreement with William A.bank's
Beebe Commercial  and aReal one-yearEstate  Employment  AgreementProblem with  Christopher  Sebes,  copiesLoan of
which are attached hereto as Exhibits 10Unit.2 and 10.3, respectively.  In addition,
theJanuary Successor Company adopted a Stock Option Plan and authorized the issuance of
up to 4182001,836 shares of Series A Common Stock pursuant to the Stock Option Plan  Mr.
A copy of the Stock Option Plan is attached hereto as Exhibit 10.4.Murphy

     Attachedjoined  Patriarch  Partners,  LLC asto Exhibitestablish 99.2 is an unaudited pro forma balance sheet of the Old
Company  reflectingCharlotte assetsoffice and liabilitiesserve (on a consolidated  basis) as of July
31,its 2002,Chief givingOfficer effectand toExecutive theManaging reorganization as of such dateDirector.

Item 7Mr.  Financial StatementsMurphy andis Exhibits.

         (a)      Financial56 statementsyears of business acquiredold.

                  Not Applicable

         (b)      ProItem forma5.  Other financial informationEvents

                  Not     On Applicable

         (c)      Exhibits

October Exhibit  3.130, - Certificate of Incorporation dated August 22003, 2000
the Exhibitregistrant  3.2advised -Thomas By-Laws dated August 2Saari, 2002
 Exhibit  4.1its -Senior PlanVice
President of MergerSales datedand August 6, 2002
 ExhibitMarketing  4.2that -it Stockholderswould Agreementnot datedbe Augustextending 6, 2002
 Exhibithis  4.3 - Registration Rights Agreement dated August 6, 2002employment
 Exhibit  4.4 - Warrant dated August 6agreement, 2002
which Exhibitterminates 10.1by -its Creditterms Agreementon datedNovember August 6, 2002
 Exhibit 10.2 - Employment Agreement with William A. Beebe dated August 6, 2002
 Exhibit 10.3 - Employment Agreement with Christopher Sebes dated August 6, 2002
 Exhibit 10.4 - Stock Option Plan dated August 6, 2002
 Exhibit 992003.1 - Confirmation Order dated July 9, 2002
 Exhibit 99.2 - Unaudited Pro Forma Balance Sheet of the Old Company dated as of
                July 31, 2002







                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           Progressive Software Holding, Inc.



                                           By:   /s/William Willaim A. Beebe
                                                                                             ---------------------------------
                                                                                                       William A. Beebe
                                                                                                       Chief Financial Officer


Date:  AugustOctober 2131, 20022003
Filing Compare · TRIDEX CORP
