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


                       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: October 4, 2001
                        (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




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

<PAGE>

Item 2.      Acquisition or Disposition of Assets

Closing of Remanufacturing Facility and Sales Offices

         On June 20, 2001, the Board of Directors approved and the Company began
the  implementation  of a  restructuring  plan that  closed its  remanufacturing
facility in Lansing,  Michigan and  consolidated  remanufacturing  operations in
Richmond,  Virginia;  closed  five under  performing  sales  offices  located in
Cincinnati,  Indianapolis,  Nashville,  Lansing and Boston;  reduced the size of
sales offices in  Philadelphia,  Atlanta and Washington,  D.C.; and restructured
back office operations at the Company's  headquarters in Richmond,  Virginia. In
connection  with the  closing  of its  remanufacturing  operations  in  Lansing,
Michigan,  the  restructuring  plan  contemplated (i) the disposal of the leased
Michigan  remanufacturing  facility and related  assets and (ii) the sale of the
new facility under construction in Michigan and the retirement of the Industrial
Revenue Bond debt issued to finance the construction of the new facility.

         In the second quarter,  the Company recorded a restructuring  charge of
approximately  $4.7 million in connection  with the  restructuring  plan,  which
included  an estimate  for the  disposal of the  existing  leased  manufacturing
facility  in Michigan  and related  assets,  as well as the new  facility  under
construction.  In implementing the  restructuring  plan, the Company  terminated
approximately 65 personnel, primarily sales personnel in offices being closed or
personnel associated with the manufacturing facility in Michigan.

Disposition of Lansing Facility Assets

         On July 5,  2001,  the  Company  sold  certain  office,  telephone  and
computer equipment and resources,  removable leasehold  improvements,  warehouse
equipment and related inventory located at the Company's leased  remanufacturing
facility  in  Lansing,  Michigan  to Smart  Office  Systems,  Inc.,  a  Michigan
corporation  ("SOS").  The  aggregate  purchase  price for the  assets  sold was
$275,000.  In addition,  the Company assigned to SOS its lease  obligations with
respect to the leased Lansing remanufacturing facility.

         The purchase price and other terms of the  transaction  were arrived at
through private arms-length negotiations.  Two of the principals of SOS, Paul A.
Covert  and Todd A.  Thomann,  are former  executive  officers  of the  Company.
Neither  the  Company  nor any of its  affiliates,  directors,  officers  or the
associates of such directors or officers have any material relationship with the
purchaser.

Sale of New Lansing Facility Under Construction

         As part of the  restructuring  plan,  the Company  sold its  unfinished
Lansing,  Michigan  remanufacturing  facility to Ena Drive,  L.L.C.,  a Michigan
limited liability company,  on October 4, 2001. The aggregate purchase price for
the unfinished  facility was $2,150,000,  of which  $1,024,000 was paid to L. D.
Clark Building Co. for work completed in connection with the construction of the
facility and other amounts owed under the  construction  contract,  $709,000 was
retained by the  purchaser to pay future  construction  costs  incurred by L. D.
Clark Building Co. in connection with the completion of the facility, $22,000.00
was used to pay certain



                                      -2-
<PAGE>

expenses  related to the sale, and $395,000.00 was paid directly to the Company.
Upon  consummation  of the sale, the  contractor's  suit against the Company for
amounts owed under the construction contract was dismissed.

         The sale of the Lansing facility also resulted in the redemption of all
of  the  outstanding  Michigan  Strategic  Fund  Variable  Rate  Demand  Limited
Obligation Revenue Bonds issued to finance the construction of the new facility.
At the time of redemption, there were $2.4 million of such bonds outstanding.

         The purchase price and other terms of the  transaction  were arrived at
through  private  arms-length  negotiations.  Neither the Company nor any of its
affiliates,  directors, officers or the associates of such directors or officers
have any material relationship with the purchaser.

Item 5.      Other Events.

         The press  release  issued by the Company on October 5, 2001  regarding
the sale of the Company's  unfinished  remanufacturing  facility in Michigan and
attached hereto as an exhibit is incorporated herein by reference.

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

         (b) Pro Forma Financial Information

         The  following  presents the Company's  unaudited  pro forma  financial
information  for the fiscal year ended  December  31, 2000 and as of and for the
six months ended June 30, 2001.  The pro forma  statements of operations for the
year  ended  December  31,  2000 and for the six  months  ended  June  30,  2001
represent  the  effect  of the  Company's  restructuring  plan as if it had been
implemented  as of January 1, 2000.  The unaudited pro forma balance sheet as of
June 30, 2001 has been prepared as if the restructuring plan was completed as of
that date. The pro forma  adjustments  are based upon available  information and
certain assumptions that management believes are reasonable.

         The  unaudited pro forma  financial  information  is for  informational
purposes only and does not purport to present what the  Company's  results would
have been had these transactions  actually occurred on the dates presented or to
project the Company's results of operations or financial position for any future
period.  The  information  set  forth  below  should be read  together  with the
Company's  consolidated  financial  statements and footnotes thereto included in
the Company's  Form 10-K for the year ended  December 31, 2000 and Form 10-Q for
the quarter ended June 30, 2001 as filed with the SEC.








                                      -3-
<PAGE>


                             Open Plan Systems, Inc.
                 Unaudited Pro Forma Consolidated Balance Sheet
                               As of June 30, 2001

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                        Pro Forma
                                                     Historical (a)    Adjustments               Pro Forma
<S>                                                  <C>                <C>                     <C>
ASSETS
Current assets:
   Cash and cash equivalents                         $      280         $       33   (b)        $      313
   Cash and cash equivalents restricted under
      bond indenture agreement                            2,098             (2,098)  (c)                 -
   Accounts receivable, net                               5,626                                      5,626
   Inventories                                            3,609               (275)  (d)             3,334
   Assets held for sale                                     571               (571)  (d)                 -
   Prepaids and other                                       484                                        484
   Refundable income taxes                                   57                                         57
                                                     -----------------------------------------------------
Total current assets                                     12,725             (2,911)                  9,814

Property and equipment, net                               1,431                                      1,431

Other                                                       101                                        101
                                                     -----------------------------------------------------
Total assets                                         $   14,257         $   (2,911)             $   11,346
                                                     =====================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                 $    2,495         $   (2,400)  (c)        $       95
   Revolving line of credit                               4,007                                      4,007
   Trade accounts payable                                 3,343                                      3,343
   Restructuring liabilities                                420               (420)  (e)                 -
   Accrued compensation                                     467                                        467
   Other accrued liabilities                                858                                        858
   Customer deposits                                        964                                        964
                                                     -----------------------------------------------------
Total current liabilities                                12,554             (2,820)                  9,734

Long-term debt                                              181                                        181
Other long-term liabilities                                  20                                         20
                                                     -----------------------------------------------------
Total liabilities                                        12,755             (2,820)                  9,935

Shareholders' equity:
    Common stock, no par value:                          18,537                                     18,537
        Authorized shares - 50,000
        Issued and outstanding shares-
        4,337 at 6/30/01
Additional capital                                          137                                        137
Accumulated deficit                                     (17,154)               (91)  (f)           (17,245)
Accumulated other comprehensive income                       22                                         22
Notes receivable from employees-sale of stock               (40)                                       (40)
                                                     -----------------------------------------------------
Total shareholders' equity                                1,502                (91)                  1,411
                                                     -----------------------------------------------------
Total liabilities & shareholders' equity             $   14,257         $   (2,911)             $   11,346
                                                     =====================================================
</TABLE>

See accompanying notes to unaudited pro forma consolidated financial statements.


                                      -4-
<PAGE>

                             Open Plan Systems, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                     For the Six Months Ended June 30, 2001

                      (in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                             Pro Forma
                                                          Historical (a)    Adjustments                  Pro Forma
<S>                                                       <C>                <C>                        <C>
Net sales                                                 $   18,002         $   (2,999) (g)            $   15,003
Cost of sales                                                 15,563             (4,140) (g),(h)            11,423
                                                          --------------------------------------------------------
Gross profit                                                   2,439              1,141                      3,580

Operating expenses:
   Amortization of intangibles                                   114               (114) (i)                     -
   Selling and marketing                                       4,639             (1,207) (j)                 3,432
   General and administrative                                  2,286               (141) (j)                 2,145
   Operational restructuring                                   4,725             (4,725) (k)                     -
                                                          --------------------------------------------------------
                                                              11,764             (6,187)                     5,577

                                                          --------------------------------------------------------
Operating loss                                                (9,325)             7,328                     (1,997)

Other (income) expense:
   Interest expense                                              256                                           256
   Gain on disposal of fixed assets                             (260)                                         (260)
   Other, net                                                     (7)                                           (7)
                                                          --------------------------------------------------------
                                                                 (11)                 -                        (11)

                                                          --------------------------------------------------------
Loss before income taxes                                      (9,314)             7,328                     (1,986)

Income tax expense                                                 -                  -                          -

                                                          --------------------------------------------------------
Net loss                                                  $   (9,314)        $    7,328                 $   (1,986)
                                                          ========================================================

Basic and diluted loss per common share                   $    (2.15)        $     1.69                 $    (0.46)
                                                          ========================================================
Diluted weighted average common shares outstanding
                                                               4,338              4,338                      4,338
                                                          ========================================================
</TABLE>


See accompanying notes to unaudited pro forma consolidated financial statements.








                                      -5-
<PAGE>

                             Open Plan Systems, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 2000

                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                   Pro Forma
                                                          Historical (a)          Adjustments                   Pro Forma
<S>                                                       <C>                      <C>                         <C>
Net sales                                                 $   42,675               $   (6,970) (g)             $   35,705
Cost of sales                                                 33,158                   (6,731) (g),(h)             26,427
                                                          ---------------------------------------------------------------
Gross profit                                                   9,517                     (239)                      9,278

Operating expenses:
   Amortization of intangibles                                   274                     (274) (i)                      -
   Selling and marketing                                       8,144                   (2,323) (j)                  5,821
   General and administrative                                  3,395                     (220) (j)                  3,175
   Arbitration costs                                             142                                                  142
                                                          ---------------------------------------------------------------
                                                              11,955                   (2,817)                      9,138

                                                          ---------------------------------------------------------------
Operating (loss) profit                                       (2,438)                   2,578                         140

Other (income) expense:
   Interest expense                                              446                                                  446
   Other, net                                                     52                                                   52
                                                          ---------------------------------------------------------------
                                                                 498                        -                         498

                                                          ---------------------------------------------------------------
Loss before income taxes                                      (2,936)                   2,578                        (358)

Income tax expense                                             1,571                        -                       1,571

                                                          ---------------------------------------------------------------
Net loss                                                  $   (4,507)              $    2,578                  $   (1,929)
                                                          ===============================================================

Basic and diluted loss per common share                   $    (1.03)              $     0.59                  $    (0.44)
Diluted weighted average common shares
outstanding                                                    4,395                    4,395                       4,395
                                                          ===============================================================
</TABLE>

See accompanying notes to unaudited pro forma consolidated financial statements.






                                      -6-
<PAGE>

                             Open Plan Systems, Inc.
         Notes to Unaudited Pro Forma Consolidated Financial Statements

(a)      Represents   historical   results  of  operations   and  balance  sheet
         information derived from financial statements included in the Company's
         Form 10-K for the fiscal year ended December 31, 2000 and Form 10-Q for
         the quarter ended June 30, 2001, as applicable.

(b)      Represents  the net cash proceeds from the  disposition  of the Lansing
         facility  assets,  the  redemption  of the  outstanding  debt under the
         Industrial   Revenue   Bonds  and  the  sale  of  the  facility   under
         construction in Lansing, Michigan.

(c)      This   adjustment   reflects  the  effect  of  the  redemption  of  the
         outstanding  debt under the Industrial  Revenue bonds,  using, in part,
         the cash externally restricted under the bond indenture agreement.

(d)      These  adjustments  eliminate  the  value  of the  new  facility  under
         construction in Lansing  Michigan that was sold,  inventory  related to
         the Michigan  operations that was sold, and certain trucking  equipment
         that was used by the Lansing Michigan  manufacturing  facility prior to
         its closing.

(e)      This adjustment  eliminates the remaining liability that was accrued as
         of  June  30,  2001   associated   with  the   implementation   of  the
         restructuring  plan,  and primarily  consists of  severance,  legal and
         accounting fees, and rent on closed sales offices.

(f)      This  adjustment  reflects  the  loss  on  the  sale  of  the  Michigan
         operations in excess of the amount recorded as of June 30, 2001.

(g)      These  adjustments  eliminate the historical  sales revenue and related
         cost of sales  attributable  to the sales offices that were closed as a
         result of the restructuring plan.

(h)      The  adjustment  to cost of sales  also  includes  the  elimination  of
         historical expenses related to the leased  remanufacturing  facility in
         Lansing, Michigan closed as a result of the restructuring,  which would
         not have  been  incurred  if the  remanufacturing  operations  had been
         consolidated into the Richmond, Virginia remanufacturing facility as of
         January 1, 2000.

(i)      This adjustment  eliminates the amortization of goodwill related to the
         1996 purchase of the remanufacturing business in Lansing, Michigan. The
         goodwill was written off as of June 30, 2001 as a result of the closing
         of the facility.

(j)      These  adjustments  eliminate  the  selling  and  marketing  as well as
         general and administrative expenses related to closed locations,  aside
         from   severance   costs   recorded  as  part  of  the  June  30,  2001
         restructuring  charge,  that  would  not have been  incurred  had these
         locations been closed as of January 1, 2001.




                                      -7-
<PAGE>

                             Open Plan Systems, Inc.
         Notes to Unaudited Pro Forma Consolidated Financial Statements

(k)      This adjustment  eliminates the  restructuring  expense incurred and/or
         accrued  in the second  quarter of 2001 as a result of the  development
         and implementation of the Company's  restructuring  plan, as more fully
         described  in the  Company's  Form 10-Q for the quarter  ended June 30,
         2001.


























                                      -8-
<PAGE>

(c)      Exhibits.

         2(a)     Purchase Agreement between Company and Ena Drive, L.L.C. dated
August 17, 2001.

                  The Exhibits to the Purchase  Agreement  are omitted from this
                  filing in accordance  with Item  601(b)(2) of Regulation  S-K.
                  The  Company  agrees  to supply  any  omitted  Exhibit  to the
                  Commission  upon  receipt  of a  request  by  the  Commission,
                  subject to the  reservation of the Company's  right to request
                  confidential  treatment  as to certain  information  under the
                  Freedom  of   Information   Act,   the  Privacy  Act  and  the
                  Commission's confidential treatment rules and regulations, all
                  as in effect at the time of any such request.

                  The omitted Exhibits are as follows:

                  Exhibit A, Legal Description
                  Exhibit B, List of Permitted Exceptions
                  Exhibit C, Covenant Deed
                  Exhibit D, Assignment and Assumption Agreement
                  Exhibit E, Discharge of Construction Lien

         2(b)     Addendum to the Purchase Agreement between the Company and Ena
Drive, L.L.C. dated September 19, 2001.

                  The  Exhibit to the  Addendum  to the  Purchase  Agreement  is
                  omitted from this filing in accordance  with Item 601(b)(2) of
                  Regulation  S-K.  The  Company  agrees to supply  the  omitted
                  Exhibit  to the  Commission  upon  receipt of a request by the
                  Commission,  subject to the reservation of the Company's right
                  to request  confidential  treatment as to certain  information
                  under the Freedom of Information  Act, the Privacy Act and the
                  Commission's confidential treatment rules and regulations, all
                  as in effect at the time of any such request.

                  The omitted Exhibit is as follows:

                  Exhibit A, Assignment and Assumption Agreement

         99.1     Press release issued by the Company on October 5, 2001.










                                      -9-
<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:  October 19, 2001                By: /s/ Thomas M. Mishoe, Jr.
                                           -------------------------------------
                                           Thomas M. Mishoe, Jr.
                                           President and Chief Executive Officer






<PAGE>

                                  Exhibit Index
                                  -------------

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

2(a)          Purchase  Agreement  between Company and Ena Drive,  L.L.C.  dated
              August 17, 2001.

                      The  Exhibits to the Purchase  Agreement  are omitted from
                      this  filing  in   accordance   with  Item   601(b)(2)  of
                      Regulation  S-K. The Company  agrees to supply any omitted
                      Exhibit to the Commission upon receipt of a request by the
                      Commission,  subject to the  reservation  of the Company's
                      right to  request  confidential  treatment  as to  certain
                      information  under the  Freedom of  Information  Act,  the
                      Privacy Act and the  Commission's  confidential  treatment
                      rules and regulations, all as in effect at the time of any
                      such request.

                      The omitted Exhibits are as follows:

                      Exhibit A, Legal Description
                      Exhibit B, List of Permitted Exceptions
                      Exhibit C, Covenant Deed
                      Exhibit D, Assignment and Assumption Agreement
                      Exhibit E, Discharge of Construction Lien

2(b)          Addendum  to the  Purchase  Agreement  between the Company and Ena
              Drive, L.L.C. dated September 19, 2001.

                      The Exhibit to the Addendum to the  Purchase  Agreement is
                      omitted from this filing in accordance with Item 601(b)(2)
                      of  Regulation  S-K.  The  Company  agrees to  supply  the
                      omitted  Exhibit  to  the  Commission  upon  receipt  of a
                      request by the  Commission,  subject to the reservation of
                      the Company's right to request  confidential  treatment as
                      to certain  information  under the Freedom of  Information
                      Act,  the  Privacy Act and the  Commission's  confidential
                      treatment rules and  regulations,  all as in effect at the
                      time of any such request.

                      The omitted Exhibit is as follows:

                      Exhibit A, Assignment and Assumption Agreement

99.1          Press release issued by the Company on October 5, 2001.
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================================================================================

                       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: October 4, 2001
                        (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 2.      Acquisition or Disposition of Assets

Closing of Remanufacturing Facility and Sales Offices

         On June 20, 2001, the Board of Directors approved and the Company began
the  implementation  of a  restructuring  plan that  closed its  remanufacturing
facility in Lansing,  Michigan and  consolidated  remanufacturing  operations in
Richmond,  Virginia;  closed  five under  performing  sales  offices  located in
Cincinnati,  Indianapolis,  Nashville,  Lansing and Boston;  reduced the size of
sales offices in  Philadelphia,  Atlanta and Washington,  D.C.; and restructured
back office operations at the Company's  headquarters in Richmond,  Virginia. In
connection  with the  closing  of its  remanufacturing  operations  in  Lansing,
Michigan,  the  restructuring  plan  contemplated (i) the disposal of the leased
Michigan  remanufacturing  facility and related  assets and (ii) the sale of the
new facility under construction in Michigan and the retirement of the Industrial
Revenue Bond debt issued to finance the construction of the new facility.

         In the second quarter,  the Company recorded a restructuring  charge of
approximately  $4.7 million in connection  with the  restructuring  plan,  which
included  an estimate  for the  disposal of the  existing  leased  manufacturing
facility  in Michigan  and related  assets,  as well as the new  facility  under
construction.  In implementing the  restructuring  plan, the Company  terminated
approximately 65 personnel, primarily sales personnel in offices being closed or
personnel associated with the manufacturing facility in Michigan.

Disposition of Lansing Facility Assets

         On July 5,  2001,  the  Company  sold  certain  office,  telephone  and
computer equipment and resources,  removable leasehold  improvements,  warehouse
equipment and related inventory located at the Company's leased  remanufacturing
facility  in  Lansing,  Michigan  to Smart  Office  Systems,  Inc.,  a  Michigan
corporation  ("SOS").  The  aggregate  purchase  price for the  assets  sold was
$275,000.  In addition,  the Company assigned to SOS its lease  obligations with
respect to the leased Lansing remanufacturing facility.

         The purchase price and other terms of the  transaction  were arrived at
through private arms-length negotiations.  Two of the principals of SOS, Paul A.
Covert  and Todd A.  Thomann,  are former  executive  officers  of the  Company.
Neither  the  Company  nor any of its  affiliates,  directors,  officers  or the
associates of such directors or officers have any material relationship with the
purchaser.

Sale of New Lansing Facility Under Construction

         As part of the  restructuring  plan,  the Company  sold its  unfinished
Lansing,  Michigan  remanufacturing  facility to Ena Drive,  L.L.C.,  a Michigan
limited liability company,  on October 4, 2001. The aggregate purchase price for
the unfinished  facility was $2,150,000,  of which  $1,024,000 was paid to L. D.
Clark Building Co. for work completed in connection with the construction of the
facility and other amounts owed under the  construction  contract,  $709,000 was
retained by the  purchaser to pay future  construction  costs  incurred by L. D.
Clark Building Co. in connection with the completion of the facility, $22,000.00
was used to pay certain

                                      -2-
expenses  related to the sale, and $395,000.00 was paid directly to the Company.
Upon  consummation  of the sale, the  contractor's  suit against the Company for
amounts owed under the construction contract was dismissed.

         The sale of the Lansing facility also resulted in the redemption of all
of  the  outstanding  Michigan  Strategic  Fund  Variable  Rate  Demand  Limited
Obligation Revenue Bonds issued to finance the construction of the new facility.
At the time of redemption, there were $2.4 million of such bonds outstanding.

         The purchase price and other terms of the  transaction  were arrived at
through  private  arms-length  negotiations.  Neither the Company nor any of its
affiliates,  directors, officers or the associates of such directors or officers
have any material relationship with the purchaser.

Item 5.      Other Events.

         The press  release  issued by the Company on October 5, 2001  regarding
the sale of the Company's  unfinished  remanufacturing  facility in Michigan and
attached hereto as an exhibit is incorporated herein by reference.

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

         (b) Pro Forma Financial Information

         The  following  presents the Company's  unaudited  pro forma  financial
information  for the fiscal year ended  December  31, 2000 and as of and for the
six months ended June 30, 2001.  The pro forma  statements of operations for the
year  ended  December  31,  2000 and for the six  months  ended  June  30,  2001
represent  the  effect  of the  Company's  restructuring  plan as if it had been
implemented  as of January 1, 2000.  The unaudited pro forma balance sheet as of
June 30, 2001 has been prepared as if the restructuring plan was completed as of
that date. The pro forma  adjustments  are based upon available  information and
certain assumptions that management believes are reasonable.

         The  unaudited pro forma  financial  information  is for  informational
purposes only and does not purport to present what the  Company's  results would
have been had these transactions  actually occurred on the dates presented or to
project the Company's results of operations or financial position for any future
period.  The  information  set  forth  below  should be read  together  with the
Company's  consolidated  financial  statements and footnotes thereto included in
the Company's  Form 10-K for the year ended  December 31, 2000 and Form 10-Q for
the quarter ended June 30, 2001 as filed with the SEC.

                                      -3-
Open Plan Systems, Inc.
                 Unaudited Pro Forma Consolidated Balance Sheet
                               As of June 30, 2001

                                 (in thousands)
Pro Forma
                                                     Historical (a)    Adjustments               Pro Forma
ASSETS
Current assets:
   Cash and cash equivalents                         $      280         $       33   (b)        $      313
   Cash and cash equivalents restricted under
      bond indenture agreement                            2,098             (2,098)  (c)                 -
   Accounts receivable, net                               5,626                                      5,626
   Inventories                                            3,609               (275)  (d)             3,334
   Assets held for sale                                     571               (571)  (d)                 -
   Prepaids and other                                       484                                        484
   Refundable income taxes                                   57                                         57
                                                     -----------------------------------------------------
Total current assets                                     12,725             (2,911)                  9,814

Property and equipment, net                               1,431                                      1,431

Other                                                       101                                        101
                                                     -----------------------------------------------------
Total assets                                         $   14,257         $   (2,911)             $   11,346
                                                     =====================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt                 $    2,495         $   (2,400)  (c)        $       95
   Revolving line of credit                               4,007                                      4,007
   Trade accounts payable                                 3,343                                      3,343
   Restructuring liabilities                                420               (420)  (e)                 -
   Accrued compensation                                     467                                        467
   Other accrued liabilities                                858                                        858
   Customer deposits                                        964                                        964
                                                     -----------------------------------------------------
Total current liabilities                                12,554             (2,820)                  9,734

Long-term debt                                              181                                        181
Other long-term liabilities                                  20                                         20
                                                     -----------------------------------------------------
Total liabilities                                        12,755             (2,820)                  9,935

Shareholders' equity:
    Common stock, no par value:                          18,537                                     18,537
        Authorized shares - 50,000
        Issued and outstanding shares-
        4,337 at 6/30/01
Additional capital                                          137                                        137
Accumulated deficit                                     (17,154)               (91)  (f)           (17,245)
Accumulated other comprehensive income                       22                                         22
Notes receivable from employees-sale of stock               (40)                                       (40)
                                                     -----------------------------------------------------
Total shareholders' equity                                1,502                (91)                  1,411
                                                     -----------------------------------------------------
Total liabilities & shareholders' equity             $   14,257         $   (2,911)             $   11,346
                                                     =====================================================
See accompanying notes to unaudited pro forma consolidated financial statements.

                                      -4-
Open Plan Systems, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                     For the Six Months Ended June 30, 2001

                      (in thousands, except per share data)
Pro Forma
                                                          Historical (a)    Adjustments                  Pro Forma
Net sales                                                 $   18,002         $   (2,999) (g)            $   15,003
Cost of sales                                                 15,563             (4,140) (g),(h)            11,423
                                                          --------------------------------------------------------
Gross profit                                                   2,439              1,141                      3,580

Operating expenses:
   Amortization of intangibles                                   114               (114) (i)                     -
   Selling and marketing                                       4,639             (1,207) (j)                 3,432
   General and administrative                                  2,286               (141) (j)                 2,145
   Operational restructuring                                   4,725             (4,725) (k)                     -
                                                          --------------------------------------------------------
                                                              11,764             (6,187)                     5,577

                                                          --------------------------------------------------------
Operating loss                                                (9,325)             7,328                     (1,997)

Other (income) expense:
   Interest expense                                              256                                           256
   Gain on disposal of fixed assets                             (260)                                         (260)
   Other, net                                                     (7)                                           (7)
                                                          --------------------------------------------------------
                                                                 (11)                 -                        (11)

                                                          --------------------------------------------------------
Loss before income taxes                                      (9,314)             7,328                     (1,986)

Income tax expense                                                 -                  -                          -

                                                          --------------------------------------------------------
Net loss                                                  $   (9,314)        $    7,328                 $   (1,986)
                                                          ========================================================

Basic and diluted loss per common share                   $    (2.15)        $     1.69                 $    (0.46)
                                                          ========================================================
Diluted weighted average common shares outstanding
                                                               4,338              4,338                      4,338
                                                          ========================================================
See accompanying notes to unaudited pro forma consolidated financial statements.

                                      -5-
Open Plan Systems, Inc.
            Unaudited Pro Forma Consolidated Statement of Operations
                      For the Year Ended December 31, 2000

                      (in thousands, except per share data)
Pro Forma
                                                          Historical (a)          Adjustments                   Pro Forma
Net sales                                                 $   42,675               $   (6,970) (g)             $   35,705
Cost of sales                                                 33,158                   (6,731) (g),(h)             26,427
                                                          ---------------------------------------------------------------
Gross profit                                                   9,517                     (239)                      9,278

Operating expenses:
   Amortization of intangibles                                   274                     (274) (i)                      -
   Selling and marketing                                       8,144                   (2,323) (j)                  5,821
   General and administrative                                  3,395                     (220) (j)                  3,175
   Arbitration costs                                             142                                                  142
                                                          ---------------------------------------------------------------
                                                              11,955                   (2,817)                      9,138

                                                          ---------------------------------------------------------------
Operating (loss) profit                                       (2,438)                   2,578                         140

Other (income) expense:
   Interest expense                                              446                                                  446
   Other, net                                                     52                                                   52
                                                          ---------------------------------------------------------------
                                                                 498                        -                         498

                                                          ---------------------------------------------------------------
Loss before income taxes                                      (2,936)                   2,578                        (358)

Income tax expense                                             1,571                        -                       1,571

                                                          ---------------------------------------------------------------
Net loss                                                  $   (4,507)              $    2,578                  $   (1,929)
                                                          ===============================================================

Basic and diluted loss per common share                   $    (1.03)              $     0.59                  $    (0.44)
Diluted weighted average common shares
outstanding                                                    4,395                    4,395                       4,395
                                                          ===============================================================
See accompanying notes to unaudited pro forma consolidated financial statements.

                                      -6-
Open Plan Systems, Inc.
         Notes to Unaudited Pro Forma Consolidated Financial Statements

(a)      Represents   historical   results  of  operations   and  balance  sheet
         information derived from financial statements included in the Company's
         Form 10-K for the fiscal year ended December 31, 2000 and Form 10-Q for
         the quarter ended June 30, 2001, as applicable.

(b)      Represents  the net cash proceeds from the  disposition  of the Lansing
         facility  assets,  the  redemption  of the  outstanding  debt under the
         Industrial   Revenue   Bonds  and  the  sale  of  the  facility   under
         construction in Lansing, Michigan.

(c)      This   adjustment   reflects  the  effect  of  the  redemption  of  the
         outstanding  debt under the Industrial  Revenue bonds,  using, in part,
         the cash externally restricted under the bond indenture agreement.

(d)      These  adjustments  eliminate  the  value  of the  new  facility  under
         construction in Lansing  Michigan that was sold,  inventory  related to
         the Michigan  operations that was sold, and certain trucking  equipment
         that was used by the Lansing Michigan  manufacturing  facility prior to
         its closing.

(e)      This adjustment  eliminates the remaining liability that was accrued as
         of  June  30,  2001   associated   with  the   implementation   of  the
         restructuring  plan,  and primarily  consists of  severance,  legal and
         accounting fees, and rent on closed sales offices.

(f)      This  adjustment  reflects  the  loss  on  the  sale  of  the  Michigan
         operations in excess of the amount recorded as of June 30, 2001.

(g)      These  adjustments  eliminate the historical  sales revenue and related
         cost of sales  attributable  to the sales offices that were closed as a
         result of the restructuring plan.

(h)      The  adjustment  to cost of sales  also  includes  the  elimination  of
         historical expenses related to the leased  remanufacturing  facility in
         Lansing, Michigan closed as a result of the restructuring,  which would
         not have  been  incurred  if the  remanufacturing  operations  had been
         consolidated into the Richmond, Virginia remanufacturing facility as of
         January 1, 2000.

(i)      This adjustment  eliminates the amortization of goodwill related to the
         1996 purchase of the remanufacturing business in Lansing, Michigan. The
         goodwill was written off as of June 30, 2001 as a result of the closing
         of the facility.

(j)      These  adjustments  eliminate  the  selling  and  marketing  as well as
         general and administrative expenses related to closed locations,  aside
         from   severance   costs   recorded  as  part  of  the  June  30,  2001
         restructuring  charge,  that  would  not have been  incurred  had these
         locations been closed as of January 1, 2001.

                                      -7-
Open Plan Systems, Inc.
         Notes to Unaudited Pro Forma Consolidated Financial Statements

(k)      This adjustment  eliminates the  restructuring  expense incurred and/or
         accrued  in the second  quarter of 2001 as a result of the  development
         and implementation of the Company's  restructuring  plan, as more fully
         described  in the  Company's  Form 10-Q for the quarter  ended June 30,
         2001.

                                      -8-
(c)      Exhibits.

         2(a)     Purchase Agreement between Company and Ena Drive, L.L.C. dated
August 17, 2001.

                  The Exhibits to the Purchase  Agreement  are omitted from this
                  filing in accordance  with Item  601(b)(2) of Regulation  S-K.
                  The  Company  agrees  to supply  any  omitted  Exhibit  to the
                  Commission  upon  receipt  of a  request  by  the  Commission,
                  subject to the  reservation of the Company's  right to request
                  confidential  treatment  as to certain  information  under the
                  Freedom  of   Information   Act,   the  Privacy  Act  and  the
                  Commission's confidential treatment rules and regulations, all
                  as in effect at the time of any such request.

                  The omitted Exhibits are as follows:

                  Exhibit A, Legal Description
                  Exhibit B, List of Permitted Exceptions
                  Exhibit C, Covenant Deed
                  Exhibit D, Assignment and Assumption Agreement
                  Exhibit E, Discharge of Construction Lien

         2(b)     Addendum to the Purchase Agreement between the Company and Ena
Drive, L.L.C. dated September 19, 2001.

                  The  Exhibit to the  Addendum  to the  Purchase  Agreement  is
                  omitted from this filing in accordance  with Item 601(b)(2) of
                  Regulation  S-K.  The  Company  agrees to supply  the  omitted
                  Exhibit  to the  Commission  upon  receipt of a request by the
                  Commission,  subject to the reservation of the Company's right
                  to request  confidential  treatment as to certain  information
                  under the Freedom of Information  Act, the Privacy Act and the
                  Commission's confidential treatment rules and regulations, all
                  as in effect at the time of any such request.

                  The omitted Exhibit is as follows:

                  Exhibit A, Assignment and Assumption Agreement

         99.1     Press release issued by the Company on October 5, 2001.

                                      -9-
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:  October 19, 2001                By: /s/ Thomas M. Mishoe, Jr.
                                           -------------------------------------
                                           Thomas M. Mishoe, Jr.
                                           President and Chief Executive Officer
Exhibit Index
                                  -------------

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

2(a)          Purchase  Agreement  between Company and Ena Drive,  L.L.C.  dated
              August 17, 2001.

                      The  Exhibits to the Purchase  Agreement  are omitted from
                      this  filing  in   accordance   with  Item   601(b)(2)  of
                      Regulation  S-K. The Company  agrees to supply any omitted
                      Exhibit to the Commission upon receipt of a request by the
                      Commission,  subject to the  reservation  of the Company's
                      right to  request  confidential  treatment  as to  certain
                      information  under the  Freedom of  Information  Act,  the
                      Privacy Act and the  Commission's  confidential  treatment
                      rules and regulations, all as in effect at the time of any
                      such request.

                      The omitted Exhibits are as follows:

                      Exhibit A, Legal Description
                      Exhibit B, List of Permitted Exceptions
                      Exhibit C, Covenant Deed
                      Exhibit D, Assignment and Assumption Agreement
                      Exhibit E, Discharge of Construction Lien

2(b)          Addendum  to the  Purchase  Agreement  between the Company and Ena
              Drive, L.L.C. dated September 19, 2001.

                      The Exhibit to the Addendum to the  Purchase  Agreement is
                      omitted from this filing in accordance with Item 601(b)(2)
                      of  Regulation  S-K.  The  Company  agrees to  supply  the
                      omitted  Exhibit  to  the  Commission  upon  receipt  of a
                      request by the  Commission,  subject to the reservation of
                      the Company's right to request  confidential  treatment as
                      to certain  information  under the Freedom of  Information
                      Act,  the  Privacy Act and the  Commission's  confidential
                      treatment rules and  regulations,  all as in effect at the
                      time of any such request.

                      The omitted Exhibit is as follows:

                      Exhibit A, Assignment and Assumption Agreement

99.1          Press release issued by the Company on October 5, 2001.