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

~~SECURITIES~~Date ~~AND~~of ~~EXCHANGE~~Report ~~COMMISSION~~(Date of earliest event reported): October 21, 2019 (October 21, 2019)

~~Washington~~MAM SOFTWARE GROUP, DINC.C. (Exact ~~20549~~name of registrant as specified in its charter)

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): September 3, 2019 (August 30, 2019)

MAM SOFTWARE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27083

84-1108035

(State or other jurisdiction of

incorporation)

(Commission File No.)

(IRS Employer Identification No.)

Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA 19422 (Address of principal executive offices, including zip code)

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (610) 336-9045

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		MAMS		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 1Note.~~01 Entry into a Material Definitive Agreement~~

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 30, 2019, by and among Kerridge Commercial Systems Group Limited, an English private limited company (“Parent”), Chickadee Holdings Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), and MAM Software Group, Inc., a Delaware corporation (the “Company”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent (the “Merger”). The Merger became effective on October 21, 2019 (the “Effective Time”).

OnAt ~~August~~the 30Effective Time, ~~2019~~in accordance with the Merger Agreement, ~~MAM~~among ~~Software~~other ~~Group~~things, ~~Inc~~(i) each share of the Company’s common stock, par value $0.0001 per share (the “~~Company~~Common Stock”) ~~entered~~that ~~into~~was anissued ~~Agreement~~ and ~~Plan~~outstanding ofimmediately ~~Merger~~prior (to the ~~“Merger~~Effective ~~Agreement”~~Time, other than (a) ~~with~~shares ~~Kerridge~~of ~~Commercial~~Common ~~Systems~~Stock ~~Group~~owned ~~Limited~~by the Company as treasury stock, anor ~~English~~owned ~~private~~by ~~limited~~a ~~company~~wholly-owned subsidiary of Parent (“Parent Sub”) or Merger Sub, ~~and~~in ~~Chickadee~~each ~~Holdings~~case ~~Inc.~~immediately before the Effective Time, a(b) ~~Delaware~~shares ~~corporation~~of ~~and~~Common ~~wholly-~~Stock owned by Parent or any direct or indirect subsidiary of Parent (“other than Parent Sub or Merger Sub) or of the Company, in each case immediately before the Effective Time, and (c) any shares of Common Stock for which the holder thereof was entitled to demand and properly demanded the appraisal of such shares in accordance with, and complied in all respects with, Section 262 of the Delaware General Corporation Law (the “DGCL”), was converted into the right to receive $12.12 ~~Upon~~net to the ~~terms~~holder in cash, without interest and subject to ~~the~~any ~~conditions~~withholding ~~set~~of ~~forth~~taxes required by applicable law (the “Merger Consideration”), in accordance with the Merger Agreement, ~~Merger~~(ii) ~~Sub~~each ~~will~~Company ~~merge~~option ~~with~~(each, an “Option”) outstanding immediately prior to the Effective Time, whether or not exercisable or vested, was cancelled, extinguished and converted into the ~~Company~~right to receive, ~~with~~for each share of Common Stock subject to such Option, an amount in cash, without interest, equal to the ~~Company~~excess, ~~continuing~~if asany, of the ~~surviving~~Merger ~~corporation~~Consideration ~~and~~over athe ~~wholly-owned~~per ~~subsidiary~~share exercise price of ~~Parent~~such Option, and (iii) each share of Company restricted stock outstanding immediately prior to the “Effective Time was vested and all restrictions thereon lapsed in full, and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the value of the Merger”) Consideration.

~~Pursuant~~The toforegoing ~~the~~summary ~~Merger Agreement, upon the closing~~ of the Merger ~~(the~~Agreement ~~“Closing”),~~does ~~each~~not ~~share~~purport ~~of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding immediately prior~~ to the effective time of the Merger (other than shares of treasury stock owned by each of the Company, Parent or Merger Sub, shares owned by any other subsidiary of Parent or the Company or shares with respect to which appraisal rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware) will be ~~converted~~complete ~~into~~and ~~the~~is ~~right~~qualified ~~to receive $12.12~~ in ~~cash,~~its ~~without~~entirety ~~interest~~by ~~and~~reference ~~less any applicable withholding taxes (the “Merger Consideration”). Each Company option outstanding immediately prior~~ to the ~~effective~~full ~~time~~text of the Merger, ~~whether or not then vested or exercisable~~Agreement, ~~will~~a becopy ~~cancelled and converted into the right to receive, for each share~~ of ~~Company~~which ~~common~~was ~~stock~~filed ~~subject~~as toExhibit ~~such~~2.1 ~~stock option, an amount in cash, without interest, equal~~ to the ~~excess, if any, of the Merger Consideration over the per share exercise price of such option. Each share of~~ Company’s ~~restricted~~Current ~~stock~~Report ~~outstanding~~on ~~immediately~~Form ~~prior~~8-K tofiled ~~the~~with ~~effective time of~~ the ~~Merger~~Securities ~~will vest~~ and beExchange ~~cancelled~~Commission ~~and converted into~~ (the ~~right to receive an amount in cash, without interest, equal to the Merger Consideration. Additionally, the right of each participant of each of the Company’s employee stock purchase plans (each, a~~ “~~Company ESPP~~SEC”) toon ~~purchase~~September ~~shares~~3, of2019, ~~Common Stock under each such Company ESPP will terminate as of the date of the Merger Agreement~~ and ~~all~~which ~~amounts~~is ~~allocated~~incorporated toby ~~each~~reference ~~such participant’s account under each such Company ESPP will be returned to each such participant~~herein.

~~The~~Item ~~consummation~~1.02 ofTermination ~~the Merger is subject to customary closing conditions, including, without limitation, (i) receiving the approval~~ of ~~holders of~~ a majority of the voting power of the outstanding Common Stock, which approval was effected after execution of the Merger Agreement, by written consent of the Principal Stockholders (as defined below) (the “Written Consent”), (ii) the absence of legal restraints preventing the consummation of the Merger, (iii) the absence of a Company Material ~~Adverse~~Definitive ~~Effect (as defined in the Merger~~ Agreement), (iv) subject to certain qualifications, the accuracy of representations and warranties of the Company, Parent and Merger Sub, (v) the performance in all material respects of the obligations of the Company, and (iv) the passing of twenty (20) days from the date on which the Company mails to the Company’s stockholders the information statement (as described below) in definitive form..

~~The~~On ~~Merger~~October ~~Agreement~~21, ~~contains~~2019, ~~certain~~in ~~customary~~connection ~~covenants,~~with ~~including~~the ~~covenants~~consummation ~~providing~~of ~~(i)~~the ~~for~~Merger, ~~each~~the ofCompany terminated the ~~parties~~Credit ~~thereto~~Agreement, todated ~~use~~as ~~their~~of ~~reasonable~~March ~~best~~2, ~~efforts~~2017 to(as ~~cause~~amended, ~~the~~restated, ~~Merger~~supplemented ~~and~~or ~~the~~otherwise ~~other~~modified ~~transactions~~from ~~contemplated~~time byto time, the ~~Merger~~“Credit Agreement”), toby beand ~~consummated~~between the Company, Univest Bank and Trust Co. (ii“Univest”), ~~for~~and the ~~Company~~other toloan ~~carry~~parties onparty ~~its~~thereto. ~~business~~All inof the ~~ordinary~~Company’s ~~course~~obligations in(other ~~all~~than ~~material~~customary ~~respects~~inchoate ~~during~~obligations ~~the~~such ~~interim~~as ~~period~~indemnification ~~between~~claims) ~~the~~outstanding ~~execution~~under of the ~~Merger~~Credit Agreement were repaid and ~~the~~extinguished ~~completion~~without penalty, and all collateral securing repayment of amounts due under the ~~Merger~~Credit Agreement was released.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~contains~~of ~~customary~~Acquisition ~~termination rights for the parties thereto, including, among other things, the right to terminate in the event that the Merger has not been consummated on~~ or ~~before~~Disposition November 29, 2019. Additionally, depending upon specified circumstances set forth in the Merger Agreement, (i) the Company has agreed to pay to the Parent a termination fee equal to $3,100,000, including in connection with a termination of ~~the Merger Agreement by the Company in order to enter into a Superior Proposal, and (ii) the Parent has agreed to pay to the Company a termination fee equal to $8,400,000~~Assets.

~~The~~As ~~Merger~~described ~~Agreement~~in ~~has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about~~ the ~~Company,~~Introductory ~~Parent~~Note ~~or any of their respective subsidiaries or affiliates. The representations~~above, ~~warranties~~on ~~and~~October ~~covenants of the parties contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement. In addition~~21, ~~such representations~~2019, ~~warranties and covenants (a) have been made only for purposes of~~ the Merger ~~Agreement,~~was ~~(b)~~completed ~~may~~pursuant ~~be subject~~ to ~~limits~~Section or251 exceptions agreed upon by the contracting parties, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the ~~date~~DGCL ~~of the Merger Agreement or other specific dates~~ and ~~(e) have been included in~~ the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company orbecame ~~the~~a ~~Parent~~wholly-owned orindirect ~~any~~subsidiary of ~~their respective subsidiaries or affiliates~~Parent. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The ~~foregoing~~information ~~description~~set offorth in the ~~Merger~~Introductory ~~Agreement~~Note ~~and~~to ~~the~~this ~~transactions~~Current ~~contemplated~~Report ~~thereby~~on ~~does~~Form ~~not~~8-K ~~purport~~is toincorporated beby ~~complete~~reference into this Item 2.01. The foregoing description of the Merger and Merger Agreement is qualified in its entirety by ~~the~~reference ~~full~~to ~~text of~~ the Merger Agreement, a copy of which iswas filed as Exhibit 2.1 ~~hereto~~to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2019, and which is incorporated by reference herein.

~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

~~(b)~~Item ~~Upon~~3.01 ~~consummation~~Notice of ~~the~~Delisting ~~Merger,~~or ~~the~~Failure ~~Company’s~~to ~~executive~~Satisfy ~~officers~~a ~~will~~Continuing ~~resign~~Listing ~~their~~Rule ~~positions~~or ~~with~~Standard; ~~the~~Transfer ~~Company~~of Listing.

~~Item~~On 5October 21, 2019, in connection with the consummation of the Merger, the Company (i) informed the Nasdaq Capital Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).~~07.~~ ~~Submission~~Trading of ~~Matters~~shares of Common Stock has been halted and will be suspended prior to athe ~~Vote~~open of ~~Security~~trading ~~Holders~~on October 22, 2019.

OnThe ~~August~~Company ~~30,~~also ~~2019,~~intends ~~following~~to ~~execution~~file ofwith the ~~Merger~~SEC ~~Agreement,~~a ~~holders~~Certification ofand anNotice ~~aggregate~~ of ~~6,385,657~~Termination ~~shares~~ of ~~Common~~Registration ~~Stock~~on ~~(collectively,~~Form ~~the~~15 ~~“Principal~~under ~~Stockholders”), which shares constitute approximately 50.58% of~~ the ~~voting~~Exchange ~~power~~Act ofrequesting ~~the~~that ~~outstanding shares of~~ the ~~Common Stock, executed and delivered the Written Consent approving and adopting the Merger Agreement. No further approval of the~~ Company’s ~~stockholders~~reporting isobligations ~~required~~under toSections ~~adopt~~13 the Merger Agreement. Following delivery of the written consent, pursuant to the terms of the Merger Agreement, the Company may not engage in any further discussions or solicitations regarding the potential acquisition of the Company by any third party, and ~~the~~15(d) ~~Company has no ability to terminate the Merger Agreement in order to enter into an alternative transaction. The foregoing description~~ of the ~~Written~~Exchange ~~Consent~~Act ~~does not purport to~~ be a complete description and is qualified in its entirety by reference to the Written Consent, the form of which is attached to the Merger Agreement as Exhibit C thereto, and is incorporated herein by referencesuspended.

Item 83.0103 ~~Other~~Material ~~Events~~Modification to the Rights of Security Holders.

OnThe ~~September~~information 3,set ~~2019,~~forth ~~the~~in ~~Company and Parent issued a joint press release announcing~~ the ~~execution~~Introductory ofNote ~~the~~and ~~Merger~~Items ~~Agreement~~2.01, A3.01 ~~copy~~and ~~of the press release is attached as Exhibit 99~~5.103 toof this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Safe~~Item ~~Harbor Statement under U~~5.S.01 ~~Private~~Change ~~Securities~~in ~~Litigation~~Control ~~Reform Act~~ of ~~1995~~Registrant.

~~This~~At ~~Current~~the ~~Report~~Effective ~~on Form 8-K and Exhibit 99.1 hereto contain forward-looking statements that involve substantial risks and uncertainties. You can identify forward-looking statements by words such as “anticipate~~Time,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “would” or similar words. You should consider these statements carefully because they discuss our plans, targets, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. These statements are subject to certain risks, uncertainties, and assumptions, including, but not limited to, the requirement to satisfy closing conditions to the Merger asSub ~~set~~merged ~~forth~~with ~~in the Merger Agreement; the ability to retain certain key employees of the Company;~~ and ~~the~~into ~~risks identified and discussed under~~ the ~~caption “Risk Factors” in the~~ Company~~’s Annual Report on Form 10-K for the fiscal year ended June 30~~, ~~2018, filed~~ with the ~~U.S. Securities and Exchange Commission (the “SEC”) on September 14, 2018 and the other documents that the~~ Company ~~files~~continuing ~~with~~as the ~~SEC~~surviving ~~from~~corporation time to time. There will be events in the future, however, that the Company is not able to predict accurately or control. The Company’s actual results may differ materially from the expectations that the Company describes in its forward-looking statements. Factors or events that could cause the Company’s actual results to materially differ may emerge from time to time, and ita ~~is not possible for the Company to accurately predict all of them. Any forward~~wholly-~~looking~~owned ~~statement~~indirect ~~made~~subsidiary ~~by the Company in this Current Report on Form 8-K and Exhibit 99.1 hereto speaks only as~~ of ~~the date on which the Company makes such statement~~Parent. ~~The~~As ~~Company~~a ~~undertakes no obligation to update or revise any forward-looking statements~~result, ~~whether as~~ a ~~result~~change of ~~new~~control ~~information,~~of ~~future~~the ~~events~~Company ~~or otherwise, except as required by law~~occurred.

~~Additional~~The total ~~Information~~amount ~~and~~of ~~Where~~cash consideration paid by Parent to ~~Find~~Company Itstockholders in the Merger was approximately $153.5 million. Parent funded the Merger Consideration with a combination of cash on hand, equity contributions from certain funds affiliated with Accel-KKR, as well as funds available to Parent under existing financing facilities.

~~This communication is being made in respect of the proposed Merger involving the Company and the Parent.~~ The ~~Company will prepare an~~ information ~~statement~~set ~~for~~forth ~~its stockholders containing the information with respect to the Merger specified~~ in ~~Schedule 14C promulgated under~~ the ~~Securities~~Introductory ~~Exchange~~Note ~~Act of 1934, as amended,~~ and ~~describing~~Items ~~the proposed Merger~~2. ~~When completed~~01, ~~a definitive information statement will be mailed to the Company’s stockholders~~5.02 ~~Investors are urged to carefully read the information statement regarding the proposed Merger~~ and ~~any other relevant documents in their entirety when they become available because they will contain important information about the proposed Merger~~5.03 ~~You may obtain copies~~ of ~~all documents filed with the SEC regarding~~ this ~~transaction,~~Current ~~free~~Report ofon ~~charge,~~Form at8-K ~~the~~is ~~SEC’s~~incorporated ~~website, http://www.sec.gov or from the Company~~ by ~~directing~~reference ainto ~~request~~this byItem ~~mail or telephone to the Company at Two Valley Square, Suite 220, 512 Township Line Road, Blue Bell, PA 19422, telephone (610) 336-9045, Attention: Chief Financial Officer~~5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in connection with the Merger, each of Dwight B. Mamenteo, Frederick G. Wasserman, W. Austin Lewis IV and Peter H. Kamin ceased to be directors of the Board of Directors of the Company. Michael G. Jamieson remained as a director of the Company.

At the Effective Time, in connection with the Merger, Ian Bendelow and Nigel Bedford became directors of the Company.

The officers of the Company immediately prior to the Effective Time continued as officers of the Company and are the officers of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation of the Company, as amended, and it bylaws, were each amended and restated in its entirety. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are being filed herewith:

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated August 30, 2019, by and among MAM Software Group, Inc., Kerridge Commercial Systems Group Limited and Chickadee Holdings Inc. *(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on September 3, 2019) (Certain schedules (or similar attachments) to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish copies of any such schedules (or similar attachments) to the SEC or its staff upon request).
99.1		MAM Software Group, Inc. and Kerridge Commercial Systems Group Limited, September 3, 2019 Joint Press Release
3.1		Amended and Restated Certificate of Incorporation of MAM Software Group, Inc.
3.2		Amended and Restated Bylaws of MAM Software Group, Inc.

* Schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 3, 2019	MAM SOFTWARE GROUP, INC.
Dated: October 21, 2019	MAM SOFTWARE GROUP, INC.
	By:	/s/ Brian H. Callahan
		Name: Brian H. Callahan Title: Chief Financial Officer
		Name: Brian H. Callahan
		Title: Chief Financial Officer

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