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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2000
Billing Concepts Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28536 74-2781950
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7411 John Smith Drive, Suite 200, San Antonio, Texas 78229
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (210) 949-7000
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ITEM 5. OTHER EVENTS
On September 15, 2000, Billing Concepts Corp. and its wholly owned
subsidiaries Billing Concepts, Inc. ("BCI"), Enhanced Services Billing, Inc.
("ESBI"), BC Transaction Processing Services, Inc. ("BCTPS"), Aptis, Inc.
("Aptis") and Operator Service Company ("OSC" and collectively with BCI, ESBI,
BCTPS and Aptis, the "Companies"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with BC Holding I Corporation ("Buyer I"), BC Holding
II Corporation ("Buyer II") and BC Holding III Corporation ("Buyer III" and
collectively with Buyer I and Buyer II, the "Buyers"), and BC Acquisition I
Corporation ("Acquisition Sub 1"), BC Acquisition II Corporation ("Acquisition
Sub 2"), BC Acquisition III Corporation ("Acquisition Sub 3") and BC Acquisition
IV Corporation ("Acquisition Sub 4" and collectively with Acquisition Sub 1,
Acquisition Sub 2 and Acquisition Sub 3, the "Acquisition Subs"), pursuant to
which Acquisition Sub 1 and BCTPS will merge with and into BCI, Acquisition Sub
2 will merge with and into ESBI, Acquisition Sub 3 will merge with and into
Aptis and Acquisition Sub 4 will merge with and into OSC. Each of the Buyers and
the Acquisition Subs is a direct or indirect subsidiary of Platinum Equity
Holdings, LLC ("Platinum"). Platinum has agreed to guarantee payment and
performance of certain of the obligations of the Buyers and the Acquisition
Subs under the Merger Agreement and related agreements pursuant to a Guaranty
of Performance.
Pursuant to the mergers, BCI and ESBI will become wholly owned
subsidiaries of Buyer I, Aptis will become a wholly owned subsidiary of Buyer
II, and OSC will become a wholly owned subsidiary of Buyer III. In the
mergers, Billing Concepts Corp., as sole stockholder of the Companies, will
receive at closing an aggregate of $52,500,000 in cash, subject to adjustment
based on the working capital on the Companies' balance sheets at the time of
closing. The Merger Agreement also provides that Billing Concepts Corp. is
entitled to receive up to $20,000,000 in royalties over the 36-month period
following the closing if certain revenue targets of the Companies are met. At
the closing, Billing Concepts Corp. also will enter into a consulting
agreement with Platinum and the Buyers pursuant to which Billing Concepts
Corp. will receive $7,500,000 over the two-year period following the closing
in exchange for its agreement to provide certain consulting services.
Consummation of the mergers is subject to certain conditions
precedent described in the Merger Agreement, including the expiration or
termination of any waiting periods applicable to the transactions under
antitrust or trade regulation laws and regulations.
Copies of the Merger Agreement and Billing Concepts Corp.'s press
release dated September 18, 2000 announcing the mergers are included in this
Current Report on Form 8-K as Exhibits 2.1 and 99.1, respectively, and are
incorporated herein by reference. The foregoing discussion does not purport
to be complete and is qualified in its entirety by reference to the Merger
Agreement.
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ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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<CAPTION>
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of September 15,
2000 by and among Billing Concepts Corp., Billing Concepts,
Inc., Enhanced Services Billing, Inc., BC Transaction
Processing Services, Inc., Aptis, Inc., Operator Service
Company, BC Holding I Corporation, BC Holding II Corporation,
BC Holding III Corporation, BC Acquisition I Corporation,
BC Acquisition II Corporation, BC Acquisition III
Corporation and BC Acquisition IV Corporation
99.1 Press Release, dated September 18, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
BILLING CONCEPTS CORP.
Date: September 19, 2000 By: /s/ David P. Tusa
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Name: David P. Tusa
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of September 15,
2000 by and among Billing Concepts Corp., Billing Concepts,
Inc., Enhanced Services Billing, Inc., BC Transaction
Processing Services, Inc., Aptis, Inc., Operator Service
Company, BC Holding I Corporation, BC Holding II Corporation,
BC Holding III Corporation, BC Acquisition I Corporation,
BC Acquisition II Corporation, BC Acquisition III
Corporation and BC Acquisition IV Corporation
99.1 Press Release, dated September 18, 2000
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