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) FEBRUARY 16, 2000
NATIONAL INFORMATION CONSORTIUM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 000-26621 52-2077581
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
12 CORPORATE WOODS
10975 BENSON STREET, SUITE 390, OVERLAND PARK, KANSAS 66210
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(877) 234-EGOV
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
National Information Consortium, Inc., a Colorado corporation
(the "Registrant"), issued a press release, attached hereto as Exhibit 1.1,
announcing that it had entered into an Agreement and Plan of Reorganization
and Merger, dated as of February 16, 2000 (the "Merger Agreement"), with
SDR Acquisition Corp., a California corporation and a wholly owned
subsidiary of the Registrant ("Merger Sub"), and SDR Technologies, Inc., a
California corporation ("SDR"). Pursuant to the Merger Agreement and
subject to certain conditions contained therein, the Merger Sub will merge
with and into SDR (the "Merger"), with SDR as the surviving corporation.
As a result of the Merger, (1) each outstanding share of common
stock, no par value ("SDR Common Stock"), of SDR will be converted into the
right to receive 0.5857 shares of common stock, no par value, of the
Registrant (the "Merger Consideration") and (2) each outstanding share of
preferred stock, no par value ("SDR Preferred Stock"), of SDR will be
converted into the right to receive the Merger Consideration that such
holder would have received had such holder converted such shares of SDR
Preferred Stock into shares of SDR Common Stock immediately prior to the
effective time of the Merger. Ten percent of the Merger Consideration will
be placed in escrow on behalf of the shareholders of SDR to secure certain
indemnification obligations under the Merger Agreement.
The foregoing summary of the Merger Agreement does not purport to
be a complete description and is qualified in its entirety by reference to
the entire document previously filed with the Securities and Exchange
Commission as an exhibit to the Registrant's Registration Statement on Form
S-1 (file no. 333-30872) and incorporated herein by reference.
ITEM 7. EXHIBITS.
1.1 Press Release of National Information Consortium, dated
February 17, 2000.
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.
Date: March 1, 2000 NATIONAL INFORMATION CONSORTIUM, INC.
By: /s/ Kevin C. Childress
_________________________________
Kevin C. Childress
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1.1 Press Release of National Information Consortium, dated
February 17, 2000.
Exhibit 1.1
FOR IMMEDIATE RELEASE NEWS RELEASE
CONTACTS: Rich Phillips
National Information Consortium
(877) 445-4306
[email protected]
Don Smeltzer
SDR Technologies, Inc.
(818) 865-1310
[email protected]
Robert Karpman
Murphy O'Brien Public Relations
(310) 586-7108
[email protected]
NATIONAL INFORMATION CONSORTIUM ACQUIRES
EGOVERNMENT APPLICATIONS LEADER SDR TECHNOLOGIES
DEAL SOLIDIFIES NIC'S POSITION AS WORLD'S LARGEST EGOVERNMENT SOLUTIONS
PROVIDER; COMPANY INTENDS TO FILE UP TO EIGHT MILLION SHARE OFFERING
OVERLAND PARK, Kan. - (February 17, 2000) - National Information
Consortium, Inc. ("NIC") (NASDAQ: EGOV), the leading provider of
Internet-based electronic government services, today announced it will
acquire SDR Technologies, Inc. ("SDR"), a leading provider of eGovernment
applications. Combining NIC's enterprise portal and e-procurement
leadership with SDR's broad application development resources and expertise
will enable NIC to accelerate the adoption of eGovernment solutions to
federal, state and local partners.
Together, NIC and SDR will have government partnerships and customers in 19
states representing 48 percent of the U.S. population and hundreds of
millions of transactions, making NIC the largest provider of eGovernment
solutions in the world.
"Our long-term vision is to be the only comprehensive Web-based eGovernment
applications and solutions provider," said Jim Dodd, President and CEO of
NIC. "No other company will be able to provide the breadth and depth of
services we can deliver. Our strategy is to build or acquire all the pieces
necessary to be the complete eGovernment partner for our customers. SDR
will help us achieve our goals faster, allowing us to deliver
next-generation eGovernment applications to our partners."
SDR Technologies will be renamed NIC Technologies. Its mission will be to
deliver state-of-the-art applications and services to all government
markets either as stand-alone solutions or within the context of a
self-funding enterprise-portal partnership. Their two primary roles will
be:
o Application development and deployment: NIC Technologies will serve
as a technology R&D organization charged with developing new
applications and services and integrating those services for
government partners.
o Services platform management: NIC Technologies will also develop and
maintain robust standards for the largest portfolio of eGovernment
applications in the world, ensuring rapid deployment capability at
every level of government.
"This marriage creates a powerful company that will no doubt lead the
eGovernment revolution," said Kelly Kimball, Chairman and CEO of SDR. "We
are excited about our combined future and look forward to working with the
NIC team to redefine the way people and businesses work with government."
Following the acquisition, Kimball will be responsible for NIC's
international market development. SDR President Don Smeltzer will continue
in his current role as President of the newly renamed NIC Technologies.
SDR Technologies has developed a municipal ASP model that is expected to
roll out to California counties around mid-year. The ASP model gives small
and large agencies the same access to eGovernment applications at a
fraction of the cost it would take to host the application onsite. For
example, in California the ASP solution will allow local and county
governments to implement Internet filing and public access systems at a
tremendous savings to the agencies.
Said Terry Parker, Chief Technology Officer of NIC, "Our ability to host
eGovernment applications at regional data centers across the country will
create unprecedented opportunities for state and local government
application integration. The ASP model ensures that all agencies have
access to the same powerful applications regardless of size or budget."
SDR has the largest installed base of online election and ethics
filing systems. The company has also developed prototypes for a number of
applications including tax filings, business filings, Liquor Control Board
and Professional Licensing, to name a few. SDR also developed the
most-trafficked commercial on-line automobile registration and watercraft
registration system in America for the State of Michigan.
SDR's eGovernment tool set enables SDR to create applications in a matter
of hours rather than months. By leveraging this tool set, government
partners can have customized applications ready for deployment within days.
SDR's tool set also enables governments to exceed all existing and proposed
federal accessibility regulations with SDR's total access system, which
allows for the rapid development of Interactive Voice Response (IVR),
Web-Enabled Voice Response, TDD, wireless and handheld applications.
Disabled Americans can access government information anywhere, anytime.
SDR's customers include the Federal Election Commission (FEC), the states
of Arkansas, California, Hawaii, Illinois, Louisiana, Oklahoma, Michigan,
Missouri, Texas and Washington, and the province of British Columbia,
Canada.
The company also has strategic alliances with EDS Systemhouse and Science
Applications International Corporation (SAIC). The SDR acquisition gives
NIC its first international customer in the province of British Columbia.
NIC will issue approximately 2.1 million shares of common stock to the
shareholders of SDR, giving the transaction a value of approximately $134
million based on the $61.25 per share closing price of NIC's common stock
on Wednesday, February 16, 2000. The transaction is expected to close by
the end of March and will be accounted for as a purchase.
In addition, NIC intends to file a registration statement for an offering
of eight million shares of common stock. NIC anticipates that half of the
shares will be offered by the company and the balance by selling
shareholders.
NIC builds and manages self-funded Internet portals in partnership with
government agencies that allow millions of businesses and individuals to
access free public information and conduct transactions online such as
automobile registration, license renewals and tax filings. State partners
include Arkansas, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine,
Nebraska, Utah and Virginia.
Since September 1999, NIC has made several strategic investments to further
its goal toward providing a seamless and complete end-to-end eGovernment
solution:
o In September, NIC acquired eFed, the leader in e-commerce-based
procurement solutions. Based in Reston, Virginia, eFed helps
government buyers compare products and services over the Internet
across multiple contracts. Customers include Government Services
Association (GSA), NASA, U.S. Army, and U.S. Navy. eFed recently
signed an agreement with Bank of America Corporation to create a
limited liability company to offer state and local governments the
first end-to-end Web-based business-to-business procurement, payment
and reconciliation solution.
o In January, NIC merged its Application Services Division with
Conquest Softworks, LLC. Conquest Softworks, based in Durango, CO, is
a premiere provider of software applications and services for
electronic filings and document management solutions for government.
Its products include UCCDataNet(TM) State Imaging and Filing System,
a comprehensive UCC office management system; uccfile.com(TM) Web
Browser Interface, which allows web access to filings; and County
Suite(TM) Filing and Imaging Systems, which extends filing
capabilities to land records and other filing types.
CONFERENCE CALL
National Information Consortium and SDR Technologies will host a joint
conference call this afternoon, February 17, at 3:00 p.m. ET / 2:00 p.m. CT
to discuss the acquisition.
Participants: Jim Dodd - President and CEO, National Information Consortium
Kelly Kimball - Chairman and CEO, SDR Technologies
Conference: Name: NIC-SDR Acquisition
Phone #: 888-273-9887
Host: Kevin Childress - CFO, National Information
Consortium
ABOUT NIC
National Information Consortium is the leading provider of Internet-based
electronic government services. NIC improves the relationship between
people and their government by helping federal, state and local agencies
use the Internet to reduce costs and deliver quality services to citizens
and businesses. Since its inception in 1991, NIC has developed hundreds of
e-government solutions and managed millions of transactions. NIC currently
has eleven statewide portal partnerships and application agreements with an
additional eight states. Additional information about NIC is available at
http://www.nicusa.com.
Special Note: The statements in this release regarding continued
implementation of NIC's business model and its development of new products
and services are forward-looking statements. There are a number of
important factors that could cause actual results to differ materially from
those suggested or indicated by such forward-looking statements. These
include, among others, the success of the Company in signing contracts with
new states and government agencies, including continued favorable
government legislation; NIC's ability to develop new services; existing
states and agencies adopting those new services; acceptance of e-government
solutions by businesses and citizens; competition; and general economic
conditions and the other important cautionary statements and risk factors
described in NIC's Registration Statement declared effective July 15, 1999
with the Securities and Exchange Commission and in the Company's most
recent quarterly report filed with the SEC.
