MASTECH CORP
8-K, 1999-09-29
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                      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):  September 9, 1999

                              Mastech Corporation
             (Exact name of registrant as specified in its charter)

        Pennsylvania                   000-21755              25-1802235
(State or other jurisdiction          (Commission            (IRS Employer
     or incorporation)                File Number)       Identification Number)

1004 McKee Road, Oakdale, Pennsylvania                      15071
(Address of principal executive offices)                  (ZIP code)


Registrant's telephone number including area code: (412) 787-2100

Item 5.  Other Events
         ------------


     On September 9, 1999, the Company issued a press release revising its
revenue and earnings estimates for the quarter ending September 30, 1999. A copy
of this press release is attached as Exhibit 99.1

     On September 13, 1999 Mastech's Board of Directors authorized the
repurchase of up to 3,000,000 shares or approximately 6% of Mastech's
outstanding common stock.  The Company intends to make purchases from time to
time on the open market or through privately negotiated transactions.  A copy of
this press release is attached as Exhibit 99.2.

Item 7(c).  Exhibits
            --------

99.1  News release dated September 9, 1999 regarding revised revenue and
      earnings estimates.

99.2  News release dated September 13, 1999 announcing share repurchase program.
<PAGE>

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.

                               MASTECH CORPORATION



Date:  September 29, 1999      By:    /s/  Jeffrey M. McCandless
                                   -----------------------------
                                    Vice President, Finance and
                                      Chief Financial Officer
<PAGE>

                                 Exhibit Index



Exhibit Number                Description
- --------------                -----------

99.1                          News release dated September 9, 1999 regarding
                              revised revenue and earnings estimates

99.2                          News release dated September 13, 1999 announcing
                              share repurchase program

<PAGE>

                                  Exhibit 99.1

Mastech Revises Third Quarter Outlook

PITTSBURGH, Sept. 9 /PRNewswire/ -- Mastech Corporation (Nasdaq: MAST - news), a
leading global provider of information technology services, today announced that
it expects revenue and earnings per share for the third quarter 1999 to be lower
than expected. The Company attributed the shortfall primarily to the rapid
winding down of business with a large systems integrator, as well as the general
softness in the IT services market.

Revenue for the third quarter is expected to be in the range of $116 million to
$120 million, and earnings per share in the range of $0.18 to $0.22 per fully
diluted share excluding a special charge of $0.05 per fully diluted share to
cover costs related to the winding down of past and current projects with the
large integrator client. The earnings shortfall reflects lower revenues and
profits from the large integrator customer, as well as general market
conditions. A similar special charge is expected to be incurred in fourth
quarter 1999, by which time most projects with this integrator are expected to
be substantially completed, given the current rate of decline.

Sunil Wadhwani, Co-Chairman and Chief Executive Officer of Mastech, stated,
"During the last three years our systems integrator relationships have provided
excellent revenue stability while Mastech has diversified and transitioned its
revenue base. The rapid winding down of business with this particular customer
is part of our evolution, as Mastech increasingly focuses on delivering a full
suite of IT services to end-user customers on a global basis. Over 85% of our
revenues today are derived from end-user customers compared with 70% three years
ago."

Wadwani continued, "We believe the softness in the IT services market results
from a near term customer focus on Y2K related issues and that the long term
prospects for this market continue to be extremely strong. Mastech continues to
aggressively expand its operations in the fastest-growing segments of the IT
services market. In addition to growing our core business we have formed a Joint
Venture with an award-winning media firm to focus on the Business to Consumer
segment of the eServices market, and a Joint Venture with General Electric to
focus on the large market for Business Process Outsourcing services. Other key
initiatives are under way and we remain very confident in our long-term
outlook."

About Mastech

Mastech Corporation (Nasdaq: MAST - news) is a global provider of high value
information technology services including e-business solutions, enterprise
solutions implementation, network services, customer relationship and supply
chain management solutions and applications design, development and maintenance,
on a time and materials or fixed price/fixed time basis. With over 5,500
professionals worldwide, Mastech delivers its services to more than 1,000
clients through 36 global offices in North America, Europe, Asia, Australia, and
Africa. For more information on Mastech, visit http://www.mastech.com.
                                               ----------------------

Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. The Company's actual results may differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth under Risk Factors and elsewhere in the Company's Annual
Report on Form 10-K with the Securities and Exchange Commission on March 31,
1999.

<PAGE>

                                  Exhibit 99.2

Mastech Implements Share Repurchase Program

PITTSBURGH, Sept. 13 /PRNewswire/ -- Mastech Corporation (Nasdaq: MAST - news),
                                                                  ----   ----
a leading global provider of information technology services, today announced
that the Board of Directors approved a stock repurchase plan for up to 3,000,000
shares or approximately 6% of the total outstanding shares of the Company. The
Company stated that repurchases of its common stock may occur from time to time,
as deemed appropriate by the Company, in the open market or through privately
negotiated transactions funded through cash on hand.

Commenting on the stock repurchase plan, Sunil Wadhwani, Co-Chairman and Chief
Executive Officer stated, "At the present price-earnings multiple, Mastech
stock is clearly undervalued given our strategic positioning in high growth
areas like e-business, data warehousing, customer relationship and supply chain
management."

About Mastech

Mastech Corporation (Nasdaq: MAST - news) is a global provider of high value
                             ----   ----
information technology services including e-business solutions, enterprise
solutions implementation, network services, customer relationship and supply
chain management solutions and applications design, development and maintenance.
With over 5,500 professionals worldwide, Mastech delivers its services to more
than 1,000 clients through 36 offices in North America, Europe, Asia, Australia,
and Africa. For more information on Mastech, visit http://www.mastech.com.
                                                   ----------------------

Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. The Company's actual results may differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth under Risk Factors and elsewhere in the Company's Annual
Report on Form 10-K with the Securities and Exchange Commission on March 31,
1999.


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