UNITED STATES
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 (Date of earliest event reported):
November 22, 1999
Exigent International, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 333-5733 59-3379927
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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1225 Evans Road
Melbourne, Florida 32904-2314
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
407-952-7550
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Item 5. Other Events
On November 22, 1999 Exigent International, Inc. announced that it had
entered into an agreement to acquire all of the outstanding shares of GEC North
America Corporation, a systems integrator of Oracle-based solutions. The
acquisition, which is subject to a number of customary conditions, is expected
to be completed before year end. The text of the press release announcing the
agreement is attached hereto as Exhibit 99.
Pursuant to the terms of the acquisition agreement, the purchase price for GEC
is $3.27 million, $2.27 million in cash on the effective date of the acquisition
and the balance in a $1.00 million promissory note to be paid over four years
with interest at 8.0%. The acquisition will be accounted for under the purchase
method of accounting.
Item 7. Financial Statements and Exhibits
(c) The following documents are furnished as exhibits to this report:
Exhibit Page
Number Description Number
- ------- ----------- ------
99 Press Release of the Registrant, 4
dated November 22, 1999
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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, thereunto duly authorized.
Exigent International, Inc.
Dated:
November 22, 1999 By: /s/ B.R. Smedley
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B.R. "Bernie" Smedley, Chief Executive Officer
Exhibit 99
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FOR IMMEDIATE RELEASE
Exigent International Announces Agreement to Acquire
GEC North America in the Oracle Applications Market
MELBOURNE, FL, November 22, 1999 - Exigent International, Inc. (Nasdaq
SmallCap Market(R): XGNT; Chicago Stock Exchange: XNT) announced today that it
has entered into an agreement to acquire all of the outstanding shares of GEC
North America Corporation, one of the Southeast's leading systems integrator of
Oracle-based solutions. The completion of the acquisition is subject to a number
of customary conditions, and is expected to be completed before year-end.
Privately-held GEC North America provides Oracle(R) Application
consulting and solutions to large and medium-sized clients in discrete and
process manufacturing, distribution, and general business industries, many of
whom are Fortune 500 companies. Exigent expects that all of GEC's current
management and consulting staff will continue after the acquisition and the
company's operations will remain based in Charlotte, North Carolina.
"This acquisition is an important step in implementing our recently
announced Information Technology Division," said B.R. "Bernie" Smedley,
Exigent's Chairman and CEO. "Their experience and strength in Oracle
applications complements our existing government business in information
technology and enterprise engineering and our command-and-control software
expertise, expanding our reach into the commercial sector and developing new
vertical market opportunities. With the acquisition of GEC, we have advanced our
IT strategy of penetrating the E-commerce market, while solidifying and building
our core business of providing software and service solutions for enterprises
demanding real-time applications. On a pro forma basis, we believe this
combination would result in revenues for 1999 in excess of $40 million."
Commenting on his company's acquisition, GEC's founder and President
Roger Gilmartin said, "Exigent gives us both the resources and an outstanding
framework that we need to continue our growth. Their experience in database
applications, project management, as well as their leadership in software
digital radio and wireless communications, gives them a strong understanding of
our business, our business objectives, and where GEC wants to position itself
for the future. It is clear that the core competencies of both companies will
benefit as a result of this alliance. GEC can leverage Exigent's software and
systems integration expertise and financial strength to more aggressively
introduce our Oracle Application programs and E-commerce solutions into a
broader market."
pr_ex118-------------------------------------------------------------
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Exigent International, Inc. (www.xgnt.com) is a publicly traded holding company,
formed in 1996 to capitalize on emerging high-technology opportunities. World
headquarters are in Melbourne, Florida, USA. Other Exigent sites include
Washington, D.C., Alexandria and Chantilly VA, Gaithersburg and La Plata MD,
Stennis Space Center MS, Denver and Colorado Springs CO, and Mesa AZ.
Exigent's operating subsidiaries are: Middleware Solutions, Inc. (M/Ware),
developer of the InterPlay(TM) Active Messaging System (see www.mware.com).
Software Technology, Inc.(STI), specializing in command and control solutions.
STI's flagship software product OS/COMET(R) controls satellite constellations
including the IRIDIUM(R) global communication system (which now has more than 70
satellites aloft). Since 1978, STI has enjoyed long-standing relationships with
such corporate clients as Motorola, Lockheed-Martin, Loral, GE Astrospace, and
Harris Corporation, and with government agencies that include NASA, the USAF,
and the U.S. Navy's Naval Research Laboratory (NRL) (see www.sticomet.com).
Fototag, Inc., developer of the FotoTag(R) system. This innovative unit develops
advanced systems that track location and movement of people, baggage, and
products (see www.fototag.com).
For financial information and investor relations, contact Exigent's CFO, Jeffery
Weinress ([email protected]). For general information, contact our Vice
President of Marketing, Dennis Lunder ([email protected]), or use one of these
numbers: 407/952-7550, 888/952-XGNT, 407/676-4510 (Fax)
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
In accordance with the safe harbor provisions of the Private Securities
Litigation reform Act of 1995, the Company notes that statements in this press
release, and elsewhere, that look forward in time, which include everything
other than historical information, involve risks and uncertainties that may
affect the Company's actual results of operations. The following important
factors, among others that are discussed in company filings with the Securities
and Exchange Commission, could cause actual results to differ materially from
those set forth in the forward-looking statements:
a) intense competition may cause us to lose projects or result in decreased
revenues;
b) we may not be able to hire qualified technical personnel;
c) the highly competitive market for technical personnel may increase our costs;
d) our operating results may fluctuate significantly;
e) if conditions for the acquisition of GEC North America Corporation are not
met, the acquisition may not be consummated;
f) if GEC North America Corporation loses personnel or customers it may not
achieve its estimated revenues; and
g) acquisitions involve numerous risks, including the following:(i) difficulties
in integration of the operations, technologies, and products of the acquired
companies; (ii) the risk of diverting management's attention from normal
daily operations of the business; (iii) risks of entering markets in which
Exigent has no or limited direct prior experience and where competitors in
such markets have stronger market positions; and, (iv) the potential loss of key
employees of the acquired company.
Notices
OS/COMET and FotoTag are registered trademarks and InterPlay Active Messaging
System is a trademark of Exigent International, Inc. All other trademarks are
the property.
