UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of ~~report~~ Report (Date of earliest event reported): ~~February 2~~June 15, 2007

Mobius Management Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Commission File Number: 0-24077

Delaware		13-3078745
(State or other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

120 Old Post Road, Rye, New York 10580

(Address of Principal Executive Offices)

(Zip Code)

(914) 921-7200

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Joseph J. Albracht, a director and co-founder of Mobius Management Systems, Inc. (the “Company”), adopted a pre-arranged stock trading plan to sell up to 352,500 shares of the Company’s common stock in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The trading plan became effective on December 15, 2006 and will terminate on December 28, 2007. Sales may not begin under the trading plan until February 5, 2007. Sales will occur from time to time in a systematic manner in accordance with the trading plan. The previous trading plan that Mr. Albracht entered into on December 14, 2004 terminated on December 29, 2005.

Written pre-arranged stock trading plans adopted in accordance with Rule 10b5-1(c) of the Exchange Act permit corporate insiders to buy and sell a specified number of their company’s stock at future dates in accordance with the plan schedule. These plans permit insiders to change their investment portfolio gradually, thereby minimizing the market effects of stock sales by spreading sales out over an extended period of time. An insider may only enter into such a plan while he or she is not in possession of any material, nonpublic information. Once a plan is established, the insider does not retain or exercise any discretion over sales of stock under the plan, and the preplanned trades can be executed at later dates as set forth in the plan, without regard to any subsequent material nonpublic information that the insider might receive.

Mr. Albracht has informed the Company that he will publicly report any stock sales made under the trading plan as required by the securities laws.

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, thereunto duly authorized.

Date: February 2, 2007

MOBIUS MANAGEMENT SYSTEMS, INC.

~~By:/s/ Raymond~~(Exact ~~F. Kunzmann~~ Name of Registrant as Specified in its Charter)

Raymond F. Kunzmann

Delaware

0-24077

13-3078745

(State or Other Jurisdiction

Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

Chief Financial Officer (Principal


120 Old Post Road, Rye, New York		10580
(Address of Principal Executive Offices)		(Zip Code)

~~Financial~~Registrant’s ~~and~~telephone ~~Accounting~~number, ~~Officer~~including area code: (914) 921-7200

Check the appropriate box below if the Form 8-K 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 2.01.

Completion of Acquisition or Disposition of Assets.

On June 15, 2007, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 11, 2007, by and among Allen Systems Group, Inc., a Delaware corporation (“Parent”), ASG M&A, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and Mobius Management Systems, Inc. (the “Company”), Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each issued and outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), was automatically converted into the right to receive $10.05 per share in cash, without interest. In addition, each outstanding option to purchase Common Stock was cancelled and converted into the right to receive an amount of cash per share equal to the excess, if any, of $10.05 over the exercise price of the option in accordance with the terms of the Merger Agreement and each outstanding restricted stock unit was converted into one share of Common Stock entitled to receive the $10.05 per share merger consideration.

The Merger Agreement was approved by a majority of the Company’s stockholders at a special meeting of the Company’s stockholders held on June 13, 2007.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 12, 2007, 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.

In connection with the closing of the Merger, the Company has notified NASDAQ Global Market (“Nasdaq”) that each outstanding share of Common Stock was cancelled and converted in the Merger into the right to receive $10.05 in cash, without interest, and has requested that Nasdaq file a notification of removal from listing on Form 25 with the Commission with respect to the Common Stock. In addition, the Company has filed with the Commission a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”) and that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03.

Material Modification To Rights of Securities Holders.

Pursuant to the Merger Agreement, each outstanding share of Common Stock was converted in the Merger into the right to receive $10.05 in cash, without interest. See the disclosure regarding the Merger and Merger Agreement under Item 2.01 above for additional information.

Item 5.01.

Changes in Control of Registrant.

As a result of the Merger, the Company became a wholly owned subsidiary of Parent. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 15, 2007, contemporaneously with the effectiveness of the Merger, the following directors of the Company resigned from its board of directors, effective upon completion of the Merger: Joseph J. Albracht, Mark P. Cattini, Gary G. Greenfield, Mitchell Gross, Patrick W. Gross, Louis Hernandez, Jr., Kenneth P. Kopelman, James A. Perakis, David B. Barton, Dennis Levesque, and David J. Gordon. Arthur L. Allen, the sole shareholder of Parent and Purchaser, was appointed to serve as the sole director of the Company following the effective time of the Merger.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Allen Systems Group, Inc., ASG M&A, Inc., and Mobius Management Systems, Inc., dated as of April 11, 2007 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 12, 2007).

[Rest of Page Intentionally Blank. Signature on following Page.]

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.


	MOBIUS MANAGEMENT SYSTEMS, INC.

Date: June 18, 2007	By:	/s/ Derek S. Eckelman
		Derek S. Eckelman
		Secretary

EXHIBIT INDEX


Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Allen Systems Group, Inc., ASG M&A, Inc., and Mobius Management Systems, Inc., dated as of April 11, 2007 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 12, 2007).

Filing Compare · MOBIUS MANAGEMENT SYSTEMS INC