Item  1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 2.1
EXHIBIT 99.1

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement
     On June 9, 2008, CAM Commerce Solutions, Inc., a Delaware corporation (the “Company”), Vegas Holding Corp., a Delaware corporation (“Parent”), and Vegas Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), as announced in the press release dated June 10, 2008 attached hereto as Exhibit 99.1. Parent and Sub are affiliates of Great Hill Partners, LLC (“Great Hill”).
     Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the Delaware General Corporation Law (the “Merger”). The Board of Directors of the Company (the “Board”) has approved the Merger and the Merger Agreement and has recommended that the stockholders of the Company approve the Merger. There are no agreements between the Parent or Sub and any stockholder or executive officer of the Company regarding continued equity ownership in the Company following the closing of the Merger.
     In connection with the Merger, each share of the Company’s common stock that is outstanding at the effective time of the Merger (the “Effective Time”) will be converted into the right to receive $40.50 in cash without interest (the “Merger Consideration”). Pursuant to the terms of the Company’s equity incentive plans, each outstanding option to purchase the Company’s common stock will become fully vested and exercisable immediately prior to the Merger and converted into the right to receive a cash payment equal to an amount determined by multiplying (i) the difference between the Merger Consideration and the exercise price under the Company Option by (ii) the number of shares of Common Stock issuable upon exercise of such Company Option, less applicable withholding taxes.
     The Board has unanimously approved the Merger Agreement and determined that the Merger Agreement and the Merger are advisable and both fair to and in the best interest of the Company’s stockholders. RBC Capital Markets (“RBC”) served as the financial advisor to the Board and, in connection with such service, rendered an opinion to the Board as to the fairness, from a financial point of view, of the consideration to be received by the Company’s stockholders in the Merger.
     The Company and Parent have made customary representations, warranties and covenants in the Merger Agreement including (i) the Company will cause a meeting of its stockholders to be held to consider the adoption and approval of the Merger Agreement; (ii) the Board will recommend to its stockholders that they adopt and approve the Merger Agreement; and (iii) the Company will be subject to restrictions on solicitation of proposals with respect to any alternative sales transactions.
     Consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the adoption of the Merger Agreement by the holders of a majority of the shares of the Company; (ii) the absence of any material adverse effect with respect to the Company; (iii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable, similar foreign regulations; (iv) the resignations of all of the directors of the Company, effective upon the closing of the Merger, except as otherwise specified in writing by Parent; and (v) amending the lease for the Company’s Henderson, Nevada facility to establish the base rent at $1.75 per square foot per month for the remainder of the term of such lease, subject to increases for inflation.
     As a condition to Parent and Sub entering into the Merger Agreement, the Company executed an Employment Agreement with the Company’s Chief Executive Officer (“CEO”), which becomes effective only upon the closing of the Merger. Upon its effectiveness, this Employment Agreement will supersede the existing Employment Agreement and Change in Control Agreement with the CEO, both of which will then automatically terminate without any payment thereunder to the CEO in connection with the Merger.
     The Company intends to prepare and file a proxy statement with the Securities and Exchange Commission (the “SEC”) that it will mail to stockholders in order to obtain stockholder approval for the Merger Agreement and the Merger.