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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 19, 1997
(Date of earliest event reported)
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H.T.E., INC.
(Exact name of registrant as specified in its charter)
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Florida 0-22657 59-2133858
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
1000 BUSINESS CENTER DRIVE
LAKE MARY, FLORIDA 32746
(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.
ACQUISITION OF ASSETS FROM KB SYSTEMS, INC.
On December 19, 1997 (the "Kb Closing Date"), H.T.E., Inc., a Florida
corporation ("HTE" or "Registrant"), completed the acquisition of substantially
all of the assets and the assumption of certain liabilities, of Kb Systems,
Inc., a Florida corporation ("Kb"), a privately owned, Clearwater, Florida-based
computer software company pursuant to an Agreement for Sale and Purchase of
Assets dated as of December 12, 1997 by and among HTE-Kb Systems, Inc., a
wholly-owned subsidiary of the Registrant, Kb and William Wadsworth, a principal
control person of Kb, as amended by that certain Amendment No. 1 to Agreement
for Sale and Purchase of Assets dated as of December 17, 1997(as amended, the
"Kb Purchase Agreement"); in particular, as part of the acquisition, the
Registrant acquired certain software applications, accounts receivables (except
excluded accounts receivables as described in the Kb Purchase Agreement),
customer contracts and lists, inventory, trademarks and other various assets, as
further described in the Kb Purchase Agreement (the "Kb Assets").
At the Kb Closing Date, the Registrant paid directly to Kb $300,000
cash, and held back an additional $100,000 cash for satisfaction of debts to
Kb's creditors, with the balance, if any, to be remitted to Kb, after the
expiration of 90 days from the Closing Date. Under the Kb Purchase Agreement,
the Registrant also agreed to pay Kb continuing royalties on "earned license
fees" for certain acquired software applications, (i) net of reasonable
commissions, consulting/servicing fees, refunds and taxes, duties, and tariffs,
and (ii) subject to certain offsets or other credits to be paid or withheld from
such royalties for unearned maintenance support revenue, deferred or other
unearned revenue and works in progress, all as further described in the Kb
Purchase Agreement.
The software applications acquired from Kb are directed to the property
appraisal, assessment, tax and billing activities of governmental
organizations. The Registrant purchased the Kb Assets, including the software
applications, because the Registrant desires to expand both (i) the variety of
enterprise-wide software applications which the Registrant currently offers for
sale and services and (ii) its customer base, the focus of which continues to be
public sector organizations and utilities.
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ACQUISITION OF ASSETS FROM JALAN, INC.
On January 1, 1998 (the "Jalan Closing Date"), the Registrant completed
the acquisition of substantially all of the assets and the assumption of certain
liabilities, of Jalan, Inc., a Utah corporation ("Jalan"), a privately owned,
Spokane, Washington - based computer software company pursuant to an Agreement
for Sale and Purchase of Assets dated as of December 2, 1997 by and among
HTE-Jalan, Inc, a wholly-owned subsidiary of the Registrant, Jalan and Janet S.
Robinson and Patricia N. Lane, controlling shareholders of Jalan, as amended by
an Addendum to Agreement for Sale and Purchase of Assets dated as of December
16, 1997 (as amended, the "Jalan Purchase Agreement"); in particular, as part of
the acquisition, the Registrant acquired certain software applications, accounts
receivables (except excluded accounts receivables as described in the Jalan
Purchase Agreement), customer contracts and lists, inventory, trademarks and
other various assets, as further described in the Jalan Purchase Agreement (the
"Jalan Assets").
At the Jalan Closing Date, the Registrant paid directly to Jalan
$1,574,362 cash (which direct payment had been adjusted downward at Closing from
$1,775,000 to reflect certain adjustments further described therein), and held
back an additional $125,000 cash as security for any breach of Jalan's or the
controlling shareholders' representations, warranties and covenants, the balance
of which, if any, to be remitted to Jalan after the expiration of 180 days from
the Closing Date; the Registrant had also deposited a $100,000 cash earnest
money deposit with an escrow agent upon execution of the Jalan Purchase
Agreement, which was paid to Jalan on the Closing Date as part of the aggregate
purchase price.
The software applications acquired from Jalan track inmate information
for jails, court cases for general or limited jurisdictions, defendant case
information for the district attorney's office and the public defender's office,
civil papers for sheriff departments, case information for the probation system
and claims for victim compensation. The Registrant purchased the Jalan Assets,
including the software applications, because the Registrant desires to expand
both (i) the variety of enterprise-wide software applications which the
Registrant currently offers for sale and servicing and (ii) its customer base,
the focus of which continues to be public sector organizations and utilities.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired:
Not Applicable/None
(b) Pro Forma Financial Information:
Not Applicable/None
(c) Exhibits:
Not Applicable/None.
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: December 19, 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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