Item 1.02.   Termination of a Material Definitive Agreement

On November 6, 2006, M2 Systems Corporation (“M2 Systems”) repaid in full (plus accrued interest) its secured promissory note owed to Optio Software, Inc. (“Optio” or the “Company”).  The repayment represents a prepayment of such M2 Systems note, which was originally due and payable in full on December 1, 2007.  The amount repaid was $2,757,806.37.  In connection with such repayment, Optio released its lien on the assets of M2 Systems, its subsidiaries and related entities and the parties executed mutual releases.

Item 8.01.   Other Events

Optio had previously recorded an impairment charge relating to the M2 Systems note in the amount of $900,000.  Because the M2 Systems note was repaid in full and no longer considered impaired, Optio will recognize income of $900,000, which will be a reduction of the Company’s operating expenses.

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.

Date: November 9, 2006

OPTIO SOFTWARE, INC.

 

 

 

 

By:

/s/ C. Wayne Cape

 

 

C. Wayne Cape

 

 

President and Chief Executive Officer