SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 1, 1998
(Date of earliest event reported)
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H.T.E., INC.
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(Exact name of registrant as specified in its charter)
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FLORIDA 0-22657 59-2133858
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
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(Address of principal executive offices, zip code)
(407) 304-3235
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 1, 1998 (the "Closing Date"), H.T.E., Inc., a Florida
corporation ("HTE" or "Registrant"), completed the acquisition of UCS, Inc., a
Florida corporation ("UCS"), pursuant to that certain Agreement and Plan of
Merger dated as of May 12, 1998 (the "Merger Agreement") by and among HTE,
HTE-UCS, Inc., a Florida corporation and a wholly-owned subsidiary of HTE (the
"Merger Sub"), UCS and O. F. Ramos, William K. North, Robert W. Nelson, Dania
Ramos, Thomas F. Mersch and Alvin W. North (collectively, the "UCS
Shareholders"), as amended by that certain First Amendment to Agreement and Plan
of Merger dated as of May 28, 1998 by and among the parties to the Merger
Agreement (the "First Amendment"). Specifically, pursuant to the Merger
Agreement, UCS became a wholly-owned subsidiary of the Registrant by the merger
of the Merger Sub with and into UCS, with UCS being the surviving entity (the
"Merger"). The Registrant intends the Merger to qualify as a tax-free
reorganization under the provisions of Section 368 of the Internal Revenue Code
of 1986, as amended, and to be treated as a pooling of interests under
Accounting Principles Board Opinion No. 16.
At the Closing Date, the Registrant delivered as the merger
consideration 560,000 shares of its common stock (the "Merger Consideration
Shares") as follows: (i) 502,863 HTE shares directly to the Shareholders in
accordance with their respective ownership percentages of UCS, (ii) 29,360 HTE
shares to, and as consideration for the buy out by the Registrant of all options
to purchase UCS common stock outstanding at the Closing Date which were held by
certain employees of UCS, and (iii) 27,778 HTE shares to the escrow agent as
"hold back" shares to be held in escrow for a period 180 days from the Closing
Date as security for any breach or violation of UCS' or the Shareholders'
representations, warranties or covenants under the Merger Agreement, as amended.
To the extent not disbursed to the Registrant to satisfy any escrow claims by
the Registrant, the "hold back" shares will be delivered to the Shareholders at
the end of the escrow period. All of the Merger Consideration Shares issued
pursuant to the Merger are to be registered on a Registration Statement on Form
S-3 to be filed under the Securities Act of 1933, as amended, on or before
thirty (30) days after the Closing Date.
UCS is a leading mobile work force automation provider of field-based
reporting software. The Merger is expected to
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benefit customers and UCS partners by providing them with a full spectrum of
products and services. The Merger will enable law enforcement officials to use
HTE software throughout the entire criminal justice process - from the first
point of contact with a suspect in the field through the judicial system and
throughout the incarceration period. The Registrant acquired UCS because the
Registrant desires to (i) expand the variety of enterprise-wide software
applications which the Registrant currently offers for sale and services and, in
particular, its public safety and justice product line, (ii) strengthen its
Windows-based NT/95 offerings, and (iii) expand its customer base, the focus of
which continues to be public sector organizations and utilities.
Prior to the Merger, since January, 1998, the Registrant was a reseller
of one of UCS' software applications.
Copies of the Merger Agreement and the First Amendment are attached as
Exhibit 2.1 and Exhibit 2.2, respectively, to the Current Report on Form 8-K
filed June 15, 1998, and the foregoing summary is qualified in its entirety by
reference to such copy of the Merger Agreement and the First Amendment thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION:
Not applicable.
(c) EXHIBITS:
2.1* Agreement and Plan of Merger dated as of May 12, 1998 by and among
HTE, HTE-UCS, Inc., a Florida corporation and a wholly-owned
subsidiary of HTE (the "Merger Sub"), UCS and O. F. Ramos, William
K. North, Robert W. Nelson, Dania Ramos, Thomas F. Mersch and
Alvin W. North.
2.2* Amendment to Agreement and Plan of Merger dated as of May 28, 1998
by and among HTE, HTE-UCS, Inc., a Florida corporation and a
wholly-owned subsidiary of HTE (the
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"Merger Sub"), UCS and O. F. Ramos, William K. North, Robert W.
Nelson, Dania Ramos, Thomas F. Mersch and Alvin W. North.
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* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
H.T.E., INC.
(Registrant)
Date: June 24, 1997 By: /s/ L.A. GORNTO, JR
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L.A. Gornto, Jr.
Executive Vice President,
Secretary and General Counsel
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