================================================================================



                       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: July 31, 2002
                        (Date of earliest event reported)



                             OPEN PLAN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>

<S>                                           <C>                                     <C>
               Virginia                                0-20743                              54-1515256
     (State or Other Jurisdiction              (Commission File Number)                   (IRS Employer
           of Incorporation)                                                           Identification No.)
</TABLE>

             4299 Carolina Avenue, Building C
                    Richmond, Virginia                      23222
         (Address of Principal Executive Offices)        (Zip Code)


               Registrant's telephone number, including area code:
                                 (804) 228-5600




================================================================================


<PAGE>



Item 5.           Other Events

BANKRUPTCY

         Bankruptcy Filing. As previously  reported in a Form 8-K filed with the
Commission  on May  31,  2002,  Open  Plan  Systems,  Inc.  (OTCBB:  PLAN)  (the
"Company")  filed a voluntary  petition for  reorganization  under Chapter 11 of
Title 11 of the United States  Bankruptcy  Code (the  "Bankruptcy  Code") in the
United States  Bankruptcy Court for the Eastern  District of Virginia,  Richmond
Division  (the  "Bankruptcy  Court") on May 30,  2002.  The case was assigned to
Chief Judge  Douglas O. Tice,  Jr., case number  02-64657-DOT.  Since filing its
petition  with the  Bankruptcy  Court,  the Company has  operated as a debtor in
possession  and has had its business and affairs  managed by its  directors  and
officers, subject to the supervision of the Bankruptcy Court.

         Monthly Operating Reports. On June 14, 2002, the Company filed with the
Bankruptcy Court a detailed listing of assets, liabilities and related financial
information  set forth in a series of  schedules  and  attachments.  The summary
cover sheet to those schedules and  attachments  (the "Cover Sheet") is filed as
Exhibit 99.1 and incorporated by reference  herein.  Pursuant to Bankruptcy Rule
2015  and  the  United  States  Trustee's  Operating  Guidelines  and  Reporting
Requirements  for Chapter 11 cases,  the Company is  obligated  to file  monthly
operating reports with the Bankruptcy Court ("Monthly Operating  Reports").  The
Company  filed  its June  2002  unaudited  Monthly  Operating  Reports  with the
Bankruptcy Court on July 15, 2002 and its July 2002 unaudited  Monthly Operating
Report with the  Bankruptcy  Court on August 13, 2002.  The Company's  unaudited
Monthly Operating Reports for June 2002 and July 2002 are filed as Exhibits 99.2
and 99.3, respectively, and incorporated by reference herein.

         The  Company  cautions  readers not to place  undue  reliance  upon the
information   contained  in  the  Cover  Sheet  and  Monthly  Operating  Reports
(collectively,  the "Reports") because they contain unaudited  information,  and
are in a format  prescribed by the applicable  bankruptcy laws. The Reports also
contain  information  for periods that are shorter  than those  contained in the
Company's  reports  pursuant to the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act").  Moreover,  the  Reports  may  include   forward-looking
statements  subject to various  assumptions  regarding the  Company's  operating
performance  that may not be realized and are subject to  significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond the Company's control. Consequently,  such matters should not be regarded
as a  representation  or  warranty  by the  Company  that such  matters  will be
realized or are  indicative  of the Company's  financial  condition or operating
results  for  future  periods.  Actual  results  for  such  periods  may  differ
materially from the information contained in the Reports.

         Working Capital and Cash Collateral Orders. Since the Company filed its
bankruptcy  petition,  the  Company's  working  capital for the operation of its
business has been derived from  operations  and past  borrowings  from  Wachovia
Bank,  N.A.  (the "Bank")  under a revolving  line of credit which is secured by
substantially  all of the  Company's  assets.  The use of such  funds  has  been
subject  to the terms and  conditions  of two  interim  Cash  Collateral  Orders
entered by the

                                      -2-
<PAGE>

Bankruptcy  Court on June 1, 2002 and July 7, 2002 and a Final  Cash  Collateral
Order entered by the Bankruptcy Court on July 31, 2002 (collectively,  the "Cash
Collateral  Orders").  The Final Cash Collateral  Order is filed as Exhibit 99.4
and incorporated  herein by reference.  The Cash Collateral Orders authorize the
Company to utilize cash pursuant to periodic budgets prepared by the Company and
approved by the Bank in its sole  discretion.  The current periodic budget filed
as part of the Final Cash Collateral  Order expires on August 23, 2002 and a new
budget will need to be approved by the Bank in accordance  with the terms of the
Final Cash Collateral  Order.  If the current  periodic budget expires without a
new budget  being  approved  by the Bank,  the  Company  would  lack  sufficient
liquidity to operate its business as a going concern.  Further, the Bank may, by
written  notice to the  Company,  terminate  the  Company's  ability to use cash
collateral  at any time for any reason and force the  Company to  liquidate  its
assets for the benefit of  creditors.  Although the Company does not  anticipate
the Bank  exercising  such  rights  prior to August  23,  2002,  there can be no
assurances  that the Bank would not take such actions should it believe that its
collateral position was suffering impairment.

         Solicitation of Third Party Transactions. On July 31, 2002, the Company
entered into a  preliminary  letter of intent with TSRC,  Inc.  ("TSRC") to sell
substantially all of its assets to TSRC (the "Letter of Intent").  Headquartered
in Ashland,  Virginia,  TSRC has interests in retailers of office  furniture and
supplies in Virginia and Maryland.  The proposed  transaction with TSRC resulted
from a search by the Company to identify interested buyers. The Letter of Intent
is attached hereto as Exhibit 99.5 and incorporated by reference herein.

         Pursuant  to the  Letter of  Intent,  TSRC  would  purchase  all of the
Company's  inventory,  furniture and  fixtures,  machinery  and  equipment,  and
tradenames and other  intangibles.  TSRC would also assume selected leases.  The
Company would retain all other assets,  including cash and accounts  receivable,
and all other liabilities.  The Letter of Intent  contemplates a projected sales
price of approximately $530,000 for the purchased assets. The Company would also
receive the proceeds from accounts receivable,  which would be collected by TSRC
for a 15% fee.  Based on balances as of July 2, 2002, the collection of all such
accounts would yield the Company approximately $1,261,000.

         The Letter of Intent is  nonbinding,  except with respect to each party
bearing its own costs and expenses. It is subject to, among other things, TSRC's
due diligence,  the execution by the parties of a definitive  purchase agreement
and approval of the Bankruptcy Court.

         Pursuant  to a motion  filed by the  Company  on  August 7,  2002,  the
Company requested that the Bankruptcy Court establish certain auction procedures
and authorize the sale of  substantially  all of the Company's assets to TSRC or
such other bidder  submitting  a higher  qualified  bid through the  established
auction procedures.  Under such auction procedures bidders other than TSRC would
be given the  opportunity to submit a bid to purchase the Company's  assets.  As
provided  in the  Letter of  Intent,  TSRC  would  receive a break up fee in the
amount of $30,000 in the event a bidder submits a higher  qualified bid which is
approved  by  the  Bankruptcy   Court  and  such  approved  sale  is  ultimately
consummated. A hearing has been scheduled for August 16, 2002 for the Bankruptcy
Court to establish the bidding procedures,  schedule an auction date and approve
the payment of the proposed break up fee to TSRC under the conditions  described
in the Letter of Intent. In addition, a hearing has been scheduled for September
4,  2002,  for  the  Bankruptcy  Court  to  approve  the  sale  to TSRC or to an
alternative  purchaser,  if any,  who  submits a higher  qualified  offer at the
scheduled auction.

                                      -3-
<PAGE>

         Pursuant  to the terms of the  Letter of  Intent,  the  closing  of the
transaction would occur five days following the date on which the order from the
Bankruptcy Court approving the sale becomes final and  nonappealable.  Following
such closing,  the  manufacturing  operations of the Company would cease and the
Company would be administer its remaining  assets and  liabilities in accordance
with  the  procedures   established  by  the  Bankruptcy  Code.  If  a  sale  of
substantially  all of the Company's  assets to TSRC as proposed in the Letter of
Intent is approved by the Bankruptcy  Court, it is anticipated that the proceeds
of the sale would not be sufficient to pay all the Company's  creditors and that
no  distribution  of any kind  would be made for the  benefit  of the  Company's
common shareholders.


FORWARD LOOKING STATEMENTS

         The Company  cautions  readers  that the  statements  contained  herein
regarding the Company's  future business  plans,  operations,  opportunities  or
prospects, including any statements regarding the possible sale of substantially
all  of  the  Company's   assets  and  possible   bankruptcy   procedures,   are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are based upon
management's  current  knowledge  and  assumptions  about future  events and the
Company's  ability to obtain  Bankruptcy Court approval for various  operational
and procedural issues.  Actual events,  results or performance may be materially
different from any events,  results or performance  expressed or implied by such
forward-looking  statements.   Consequently,   the  forward  looking  statements
contained  in this  report  should not be  regarded  as  representations  by the
Company or any other person that any projected outcomes can or will be achieved.
Nothing in this report is intended  to be  indicative  of results for any future
period.  For more  details on factors that could  affect  expectations,  see the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2001, as
filed with the Securities and Exchange Commission.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

         (c)      Exhibits.

                  99.1     Summary  Cover Sheet to Schedules  from the Company's
                           Voluntary Petition for Bankruptcy.

                  99.2     Monthly  Operating  Report for June, 2002, filed with
                           the United  States  Bankruptcy  Court for the Eastern
                           District of Virginia on July 15, 2002.

                  99.3     Monthly  Operating  Report for July, 2002, filed with
                           the United  States  Bankruptcy  Court for the Eastern
                           District of Virginia on August 13, 2002.

                  99.4     Final Cash  Collateral  Order  entered by Chief Judge
                           Douglas O. Tice, Jr. on July 31, 2002.

                  99.5     Letter to the Company from TSRC,  Inc. dated July 26,
                           2002, indicating the intent of such party to purchase
                           substantially all of the assets of the Company.

                                      -4-
<PAGE>






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                               OPEN PLAN SYSTEMS, INC.
                                    (Registrant)



Date:  August 14, 2002         By: /s/ Kathryn L. Tyler
                                   --------------------------------------
                                   Kathryn L. Tyler
                                   Chief Financial Officer, Secretary, Treasurer






<PAGE>


                                  Exhibit Index


Exhibit
Number                              Document
------                              --------

99.1     Summary Cover Sheet to Schedules from the Company's  Voluntary Petition
         for Bankruptcy.

99.2     Monthly  Operating  Report for June, 2002, filed with the United States
         Bankruptcy Court for the Eastern District of Virginia on July 15, 2002.

99.3     Monthly  Operating  Report for July, 2002, filed with the United States
         Bankruptcy  Court for the  Eastern  District  of Virginia on August 13,
         2002.

99.4     Final Cash Collateral Order entered by Chief Judge Douglas O. Tice, Jr.
         on July 31, 2002.

99.5     Letter to the Company from TSRC,  Inc. dated July 26, 2002,  indicating
         the intent of such party to purchase substantially all of the assets of
         the Company.
[{"type": "8-K", "sequence": "1", "filename": "form8-k.txt", "description": "FORM 8-K FOR JULY 31, 2002", "secsgml_size_bytes": 14232}]
{"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": "02738932"}, "business-address": {"street1": "4299 CAROLINA AVE", "street2": "BLDG C", "city": "RICHMOND", "state": "VA", "zip": "23222", "phone": "8042285600"}, "mail-address": {"street1": "4299 CAROLINA AVE", "street2": "BLDG C", "city": "RICHMOND", "state": "VA", "zip": "23222"}}
================================================================================

                       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: July 31, 2002
                        (Date of earliest event reported)

                             OPEN PLAN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)
Virginia                                0-20743                              54-1515256
     (State or Other Jurisdiction              (Commission File Number)                   (IRS Employer
           of Incorporation)                                                           Identification No.)
4299 Carolina Avenue, Building C
                    Richmond, Virginia                      23222
         (Address of Principal Executive Offices)        (Zip Code)

               Registrant's telephone number, including area code:
                                 (804) 228-5600

================================================================================
Item 5.           Other Events

BANKRUPTCY

         Bankruptcy Filing. As previously  reported in a Form 8-K filed with the
Commission  on May  31,  2002,  Open  Plan  Systems,  Inc.  (OTCBB:  PLAN)  (the
"Company")  filed a voluntary  petition for  reorganization  under Chapter 11 of
Title 11 of the United States  Bankruptcy  Code (the  "Bankruptcy  Code") in the
United States  Bankruptcy Court for the Eastern  District of Virginia,  Richmond
Division  (the  "Bankruptcy  Court") on May 30,  2002.  The case was assigned to
Chief Judge  Douglas O. Tice,  Jr., case number  02-64657-DOT.  Since filing its
petition  with the  Bankruptcy  Court,  the Company has  operated as a debtor in
possession  and has had its business and affairs  managed by its  directors  and
officers, subject to the supervision of the Bankruptcy Court.

         Monthly Operating Reports. On June 14, 2002, the Company filed with the
Bankruptcy Court a detailed listing of assets, liabilities and related financial
information  set forth in a series of  schedules  and  attachments.  The summary
cover sheet to those schedules and  attachments  (the "Cover Sheet") is filed as
Exhibit 99.1 and incorporated by reference  herein.  Pursuant to Bankruptcy Rule
2015  and  the  United  States  Trustee's  Operating  Guidelines  and  Reporting
Requirements  for Chapter 11 cases,  the Company is  obligated  to file  monthly
operating reports with the Bankruptcy Court ("Monthly Operating  Reports").  The
Company  filed  its June  2002  unaudited  Monthly  Operating  Reports  with the
Bankruptcy Court on July 15, 2002 and its July 2002 unaudited  Monthly Operating
Report with the  Bankruptcy  Court on August 13, 2002.  The Company's  unaudited
Monthly Operating Reports for June 2002 and July 2002 are filed as Exhibits 99.2
and 99.3, respectively, and incorporated by reference herein.

         The  Company  cautions  readers not to place  undue  reliance  upon the
information   contained  in  the  Cover  Sheet  and  Monthly  Operating  Reports
(collectively,  the "Reports") because they contain unaudited  information,  and
are in a format  prescribed by the applicable  bankruptcy laws. The Reports also
contain  information  for periods that are shorter  than those  contained in the
Company's  reports  pursuant to the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act").  Moreover,  the  Reports  may  include   forward-looking
statements  subject to various  assumptions  regarding the  Company's  operating
performance  that may not be realized and are subject to  significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond the Company's control. Consequently,  such matters should not be regarded
as a  representation  or  warranty  by the  Company  that such  matters  will be
realized or are  indicative  of the Company's  financial  condition or operating
results  for  future  periods.  Actual  results  for  such  periods  may  differ
materially from the information contained in the Reports.

         Working Capital and Cash Collateral Orders. Since the Company filed its
bankruptcy  petition,  the  Company's  working  capital for the operation of its
business has been derived from  operations  and past  borrowings  from  Wachovia
Bank,  N.A.  (the "Bank")  under a revolving  line of credit which is secured by
substantially  all of the  Company's  assets.  The use of such  funds  has  been
subject  to the terms and  conditions  of two  interim  Cash  Collateral  Orders
entered by the

                                      -2-
Bankruptcy  Court on June 1, 2002 and July 7, 2002 and a Final  Cash  Collateral
Order entered by the Bankruptcy Court on July 31, 2002 (collectively,  the "Cash
Collateral  Orders").  The Final Cash Collateral  Order is filed as Exhibit 99.4
and incorporated  herein by reference.  The Cash Collateral Orders authorize the
Company to utilize cash pursuant to periodic budgets prepared by the Company and
approved by the Bank in its sole  discretion.  The current periodic budget filed
as part of the Final Cash Collateral  Order expires on August 23, 2002 and a new
budget will need to be approved by the Bank in accordance  with the terms of the
Final Cash Collateral  Order.  If the current  periodic budget expires without a
new budget  being  approved  by the Bank,  the  Company  would  lack  sufficient
liquidity to operate its business as a going concern.  Further, the Bank may, by
written  notice to the  Company,  terminate  the  Company's  ability to use cash
collateral  at any time for any reason and force the  Company to  liquidate  its
assets for the benefit of  creditors.  Although the Company does not  anticipate
the Bank  exercising  such  rights  prior to August  23,  2002,  there can be no
assurances  that the Bank would not take such actions should it believe that its
collateral position was suffering impairment.

         Solicitation of Third Party Transactions. On July 31, 2002, the Company
entered into a  preliminary  letter of intent with TSRC,  Inc.  ("TSRC") to sell
substantially all of its assets to TSRC (the "Letter of Intent").  Headquartered
in Ashland,  Virginia,  TSRC has interests in retailers of office  furniture and
supplies in Virginia and Maryland.  The proposed  transaction with TSRC resulted
from a search by the Company to identify interested buyers. The Letter of Intent
is attached hereto as Exhibit 99.5 and incorporated by reference herein.

         Pursuant  to the  Letter of  Intent,  TSRC  would  purchase  all of the
Company's  inventory,  furniture and  fixtures,  machinery  and  equipment,  and
tradenames and other  intangibles.  TSRC would also assume selected leases.  The
Company would retain all other assets,  including cash and accounts  receivable,
and all other liabilities.  The Letter of Intent  contemplates a projected sales
price of approximately $530,000 for the purchased assets. The Company would also
receive the proceeds from accounts receivable,  which would be collected by TSRC
for a 15% fee.  Based on balances as of July 2, 2002, the collection of all such
accounts would yield the Company approximately $1,261,000.

         The Letter of Intent is  nonbinding,  except with respect to each party
bearing its own costs and expenses. It is subject to, among other things, TSRC's
due diligence,  the execution by the parties of a definitive  purchase agreement
and approval of the Bankruptcy Court.

         Pursuant  to a motion  filed by the  Company  on  August 7,  2002,  the
Company requested that the Bankruptcy Court establish certain auction procedures
and authorize the sale of  substantially  all of the Company's assets to TSRC or
such other bidder  submitting  a higher  qualified  bid through the  established
auction procedures.  Under such auction procedures bidders other than TSRC would
be given the  opportunity to submit a bid to purchase the Company's  assets.  As
provided  in the  Letter of  Intent,  TSRC  would  receive a break up fee in the
amount of $30,000 in the event a bidder submits a higher  qualified bid which is
approved  by  the  Bankruptcy   Court  and  such  approved  sale  is  ultimately
consummated. A hearing has been scheduled for August 16, 2002 for the Bankruptcy
Court to establish the bidding procedures,  schedule an auction date and approve
the payment of the proposed break up fee to TSRC under the conditions  described
in the Letter of Intent. In addition, a hearing has been scheduled for September
4,  2002,  for  the  Bankruptcy  Court  to  approve  the  sale  to TSRC or to an
alternative  purchaser,  if any,  who  submits a higher  qualified  offer at the
scheduled auction.

                                      -3-
Pursuant  to the terms of the  Letter of  Intent,  the  closing  of the
transaction would occur five days following the date on which the order from the
Bankruptcy Court approving the sale becomes final and  nonappealable.  Following
such closing,  the  manufacturing  operations of the Company would cease and the
Company would be administer its remaining  assets and  liabilities in accordance
with  the  procedures   established  by  the  Bankruptcy  Code.  If  a  sale  of
substantially  all of the Company's  assets to TSRC as proposed in the Letter of
Intent is approved by the Bankruptcy  Court, it is anticipated that the proceeds
of the sale would not be sufficient to pay all the Company's  creditors and that
no  distribution  of any kind  would be made for the  benefit  of the  Company's
common shareholders.

FORWARD LOOKING STATEMENTS

         The Company  cautions  readers  that the  statements  contained  herein
regarding the Company's  future business  plans,  operations,  opportunities  or
prospects, including any statements regarding the possible sale of substantially
all  of  the  Company's   assets  and  possible   bankruptcy   procedures,   are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are based upon
management's  current  knowledge  and  assumptions  about future  events and the
Company's  ability to obtain  Bankruptcy Court approval for various  operational
and procedural issues.  Actual events,  results or performance may be materially
different from any events,  results or performance  expressed or implied by such
forward-looking  statements.   Consequently,   the  forward  looking  statements
contained  in this  report  should not be  regarded  as  representations  by the
Company or any other person that any projected outcomes can or will be achieved.
Nothing in this report is intended  to be  indicative  of results for any future
period.  For more  details on factors that could  affect  expectations,  see the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2001, as
filed with the Securities and Exchange Commission.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

         (c)      Exhibits.

                  99.1     Summary  Cover Sheet to Schedules  from the Company's
                           Voluntary Petition for Bankruptcy.

                  99.2     Monthly  Operating  Report for June, 2002, filed with
                           the United  States  Bankruptcy  Court for the Eastern
                           District of Virginia on July 15, 2002.

                  99.3     Monthly  Operating  Report for July, 2002, filed with
                           the United  States  Bankruptcy  Court for the Eastern
                           District of Virginia on August 13, 2002.

                  99.4     Final Cash  Collateral  Order  entered by Chief Judge
                           Douglas O. Tice, Jr. on July 31, 2002.

                  99.5     Letter to the Company from TSRC,  Inc. dated July 26,
                           2002, indicating the intent of such party to purchase
                           substantially all of the assets of the Company.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                               OPEN PLAN SYSTEMS, INC.
                                    (Registrant)

Date:  August 14, 2002         By: /s/ Kathryn L. Tyler
                                   --------------------------------------
                                   Kathryn L. Tyler
                                   Chief Financial Officer, Secretary, Treasurer
Exhibit Index

Exhibit
Number                              Document
------                              --------

99.1     Summary Cover Sheet to Schedules from the Company's  Voluntary Petition
         for Bankruptcy.

99.2     Monthly  Operating  Report for June, 2002, filed with the United States
         Bankruptcy Court for the Eastern District of Virginia on July 15, 2002.

99.3     Monthly  Operating  Report for July, 2002, filed with the United States
         Bankruptcy  Court for the  Eastern  District  of Virginia on August 13,
         2002.

99.4     Final Cash Collateral Order entered by Chief Judge Douglas O. Tice, Jr.
         on July 31, 2002.

99.5     Letter to the Company from TSRC,  Inc. dated July 26, 2002,  indicating
         the intent of such party to purchase substantially all of the assets of
         the Company.