content: 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: September 15, 1999
                          (Date of earliest event reported)
  
  
                               OPEN PLAN SYSTEMS, INC.
          (Exact name of small business issuer as specified in its charter)
  
  
        Virginia                      0-20743               54-1515256
  (State or other jurisdiction of   (Commission  (IRS Employer Identification No.)
   incorporation or organization)    File Number)
  
                                4299 Carolina Avenue,
                        Building C, Richmond, Virginia 23222
                 (Address of principal executive office) (Zip Code)
  
                                   (804) 228-5600
                             (Issuer's telephone number)
  
  
  <PAGE>
  
  Item 1. Changes in Control of Registrant
  
       On September 15, 1999,  Open Plan Systems,  Inc. (the  "Company")  issued a
  press  release  which is attached  as Exhibit  99.1 and  incorporated  herein by
  reference.  In such press  release,  the Company  announced that the Company and
  certain  investors  had agreed to purchase  for cash the  993,542  shares of the
  Company's common stock held by the its founder,  Stan A. Fischer,  at a price of
  $2.50 per share.  Mr. Fischer's  holdings  represented  beneficial  ownership of
  approximately 21.26% of the Company's common stock.
  
       Approximately 270,000 of Mr. Fischer's shares were redeemed by the Company.
  The remaining such shares were purchased by thirteen  investors,  who included a
  number of the Company's executive officers and directors, as set forth below:
  
  <TABLE>
  <CAPTION>
  
  Purchasers                                             Title                            Shares Purchased
  <S>                                     <C>                                             <C>
  
  Anthony F. Markel                       Chairman and Director                                        100,000
  
  John L. Hobey                           Chief Executive Officer and Director                          50,000
  
  Robert F. Mizell                        Director                                                      10,000
  
  E. W. Mugford                           Director                                                       4,000
  
  Troy A. Peery                           Director                                                      75,000
  
  W. Sydnor Settle                        Director                                                      50,000
  
  William F. Crabtree                     Chief Financial Officer                                        4,000
  
  Other private investors                                                                              431,000
                                                                                                       -------
           Total                                                                                       724,000
                                                                                                       =======
  </TABLE>
  
       To the Company's  knowledge,  the source of the cash  consideration paid by
  such investors was personal funds.
  
       Affiliates  of Great  Lakes  Capital,  L.L.C.  ("Great  Lakes"),  including
  Messrs.  Hobey,  Settle and Crabtree,  acquired 160,000 shares. As a result, the
  beneficial  ownership  of the  Company's  common  stock by the Great Lakes group
  increased from  approximately  16.66% to approximately  20.69%.  Under a certain
  Voting and Standstill  Agreement dated June 17, 1998 between the Company,  Great
  Lakes and Great Lakes Capital,  Inc. (the "Standstill  Agreement"),  Great Lakes
  and its affiliates are generally  prohibited from acquiring beneficial ownership
  of greater than 21% of the Company's common stock.  Such agreement also provides
  for the Company to cooperate with Great Lakes and its affiliates in avoiding the
  triggering of the Virginia  Control Share  Acquisitions  statute (the  "Virginia
  Statute")  with  respect  to  purchases  by the  group of up to the 21% cap.  In
  general,  the Virginia  Statute is activated  when a purchase by a person causes
  such person's shareholdings to equal or exceed 20% of the issuer's common stock.
  Pursuant  to the  Standstill  Agreement  and in order to  facilitate  the  share
  purchase from Mr. Fischer without  triggering the Virginia Statute,  the Fischer
  transaction was effected in two parts,  which occurred  concurrently.  First, in
  accordance with a certain Stock Purchase  Agreement dated August 31, 1999 (which
  agreement is attached as Exhibit 99.2 and incorporated herein by reference), the
  Company and those  investors who were not affiliated  with Great Lakes purchased
  the 993,542 shares of common stock from Mr.  Fischer.  Included in the Company's
  total were 160,000 shares in addition to the approximately 270,000 shares it was
  to redeem on a net basis.  Secondly,  pursuant to a certain Stock Redemption and
  Sale Agreement dated August 31, 1999 (attached as Exhibit 99.3 and  incorporated
  herein by reference),  the Company sold 160,000 shares to Messrs.  Hobey, Settle
  and Crabtree and certain other Great Lakes affiliates in a private transaction.
  
       In the two  purchase  agreements  described  above,  the Company  agreed to
  effect a  resale  or  "shelf"  registration  of the  shares  purchased  with the
  Securities and Exchange Commission and other applicable  securities  regulators,
  for the benefit of the thirteen investors.  Previously, the Company had approved
  such a registration of the shares held by Mr. Fischer.
  
  
  Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
  <TABLE>
  <CAPTION>
  
           (c)      Exhibits.
  
                    Exhibit No.                                          Description
  <S>               <C>                       <C>
                    99.1                      Press release issued by the Registrant on September 15, 1999.
  
                    99.2                      Stock Purchase Agreement, dated August 31, 1999, by and between the
                                              Registrant, Stan A. Fischer and certain investors named therein.
  
                    99.3                      Stock Redemption and Sale Agreement, dated August 31, 1999, by and
                                              between the Registrant and certain investors named therein.
  
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "OPEN PLAN SYSTEMS INC", "cik": "0001011738", "assigned-sic": "2522", "irs-number": "541515256", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20743", "film-number": "99721216"}, "business-address": {"street1": "4299 CAROLINA AVE", "street2": "BLDG C", "city": "RICHMOND", "state": "VA", "zip": "23222", "phone": "8042285600"}}
text: 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: September 15, 1999
                          (Date of earliest event reported)
  
                               OPEN PLAN SYSTEMS, INC.
          (Exact name of small business issuer as specified in its charter)
  
        Virginia                      0-20743               54-1515256
  (State or other jurisdiction of   (Commission  (IRS Employer Identification No.)
   incorporation or organization)    File Number)
  
                                4299 Carolina Avenue,
                        Building C, Richmond, Virginia 23222
                 (Address of principal executive office) (Zip Code)
  
                                   (804) 228-5600
                             (Issuer's telephone number)
  Item 1. Changes in Control of Registrant
  
       On September 15, 1999,  Open Plan Systems,  Inc. (the  "Company")  issued a
  press  release  which is attached  as Exhibit  99.1 and  incorporated  herein by
  reference.  In such press  release,  the Company  announced that the Company and
  certain  investors  had agreed to purchase  for cash the  993,542  shares of the
  Company's common stock held by the its founder,  Stan A. Fischer,  at a price of
  $2.50 per share.  Mr. Fischer's  holdings  represented  beneficial  ownership of
  approximately 21.26% of the Company's common stock.
  
       Approximately 270,000 of Mr. Fischer's shares were redeemed by the Company.
  The remaining such shares were purchased by thirteen  investors,  who included a
  number of the Company's executive officers and directors, as set forth below:
  Purchasers                                             Title                            Shares Purchased
  Anthony F. Markel                       Chairman and Director                                        100,000
  
  John L. Hobey                           Chief Executive Officer and Director                          50,000
  
  Robert F. Mizell                        Director                                                      10,000
  
  E. W. Mugford                           Director                                                       4,000
  
  Troy A. Peery                           Director                                                      75,000
  
  W. Sydnor Settle                        Director                                                      50,000
  
  William F. Crabtree                     Chief Financial Officer                                        4,000
  
  Other private investors                                                                              431,000
                                                                                                       -------
           Total                                                                                       724,000
                                                                                                       =======
  To the Company's  knowledge,  the source of the cash  consideration paid by
  such investors was personal funds.
  
       Affiliates  of Great  Lakes  Capital,  L.L.C.  ("Great  Lakes"),  including
  Messrs.  Hobey,  Settle and Crabtree,  acquired 160,000 shares. As a result, the
  beneficial  ownership  of the  Company's  common  stock by the Great Lakes group
  increased from  approximately  16.66% to approximately  20.69%.  Under a certain
  Voting and Standstill  Agreement dated June 17, 1998 between the Company,  Great
  Lakes and Great Lakes Capital,  Inc. (the "Standstill  Agreement"),  Great Lakes
  and its affiliates are generally  prohibited from acquiring beneficial ownership
  of greater than 21% of the Company's common stock.  Such agreement also provides
  for the Company to cooperate with Great Lakes and its affiliates in avoiding the
  triggering of the Virginia  Control Share  Acquisitions  statute (the  "Virginia
  Statute")  with  respect  to  purchases  by the  group of up to the 21% cap.  In
  general,  the Virginia  Statute is activated  when a purchase by a person causes
  such person's shareholdings to equal or exceed 20% of the issuer's common stock.
  Pursuant  to the  Standstill  Agreement  and in order to  facilitate  the  share
  purchase from Mr. Fischer without  triggering the Virginia Statute,  the Fischer
  transaction was effected in two parts,  which occurred  concurrently.  First, in
  accordance with a certain Stock Purchase  Agreement dated August 31, 1999 (which
  agreement is attached as Exhibit 99.2 and incorporated herein by reference), the
  Company and those  investors who were not affiliated  with Great Lakes purchased
  the 993,542 shares of common stock from Mr.  Fischer.  Included in the Company's
  total were 160,000 shares in addition to the approximately 270,000 shares it was
  to redeem on a net basis.  Secondly,  pursuant to a certain Stock Redemption and
  Sale Agreement dated August 31, 1999 (attached as Exhibit 99.3 and  incorporated
  herein by reference),  the Company sold 160,000 shares to Messrs.  Hobey, Settle
  and Crabtree and certain other Great Lakes affiliates in a private transaction.
  
       In the two  purchase  agreements  described  above,  the Company  agreed to
  effect a  resale  or  "shelf"  registration  of the  shares  purchased  with the
  Securities and Exchange Commission and other applicable  securities  regulators,
  for the benefit of the thirteen investors.  Previously, the Company had approved
  such a registration of the shares held by Mr. Fischer.
  
  Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
  (c)      Exhibits.
  
                    Exhibit No.                                          Description
  99.1                      Press release issued by the Registrant on September 15, 1999.
  
                    99.2                      Stock Purchase Agreement, dated August 31, 1999, by and between the
                                              Registrant, Stan A. Fischer and certain investors named therein.
  
                    99.3                      Stock Redemption and Sale Agreement, dated August 31, 1999, by and
                                              between the Registrant and certain investors named therein.