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: MAY 30, 1997
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(Date of earliest event reported)
COMPUTER DATA SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Commission file number 1-6002
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MARYLAND 52-0882982
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(State or other jurisdiction (IRS Employer ID No.)
of incorporation or organization)
ONE CURIE COURT
ROCKVILLE, MARYLAND 20850-4389
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 921-7000
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Exhibit Index appears on Page 3.
<PAGE>
Items 1-4. N/A
Item 5. Other Events
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The Registrant's press release, published May 30, 1997,
attached hereto as Exhibit 99, is hereby incorporated by
reference in answer to this Item.
Item 6. N/A
Item 7. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit Description
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(99) Press release published May 30, 1997.
Item 8. N/A
SIGNATURE
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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, in Rockville, Maryland on May 30, 1997.
Computer Data Systems, Inc.
By /s/Wyatt D. Tinsley
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Wyatt D. Tinsley
Executive Vice President
(Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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(99) Press release published May 30, 1997 4
For Immediate Release: May 30, 1997 NASDAQ Ticker Symbol: CDSI
COMPUTER DATA SYSTEMS, INC. TO ACQUIRE
ANALYTICAL SYSTEMS ENGINEERING CORPORATION
Contact: John C. Kezer (301) 921-7017
Computer Data Systems, Inc. (CDSI) announced today that it has signed a
definitive agreement to acquire Analytical Systems Engineering Corporation
(ASEC) for a purchase price of $51 million. CDSI will acquire all of the
outstanding capital stock of ASEC. Ninety percent (90%) of the purchase price
will be paid in cash and ten percent (10%) will be paid in shares of CDSI stock
valued for purposes of the agreement at $27.50 per share.
ASEC, headquartered in Burlington, Massachusetts, is privately held and was
founded in 1969. With over 550 employees operating in 15 locations across the
country and internationally, the company is a premier provider of engineering
and technical services primarily to the intelligence community and to Department
of Defense (DoD) agencies.
"We are delighted that ASEC will be joining forces with CDSI," said Peter A.
Bracken, CEO and President of CDSI. "ASEC was attractive to us as an
acquisition candidate due to its fine customer reputation, excellent operating
results, superb management team, and outstanding technical talent. Its strong
business base in the intelligence and DoD markets will greatly enhance our
existing capabilities in those areas and should provide opportunities for
further growth." Bracken noted that ASEC is expected to contribute between $75
million and $80 million in revenue in CDSI's 1998 fiscal year. Bracken added
that ASEC's contribution to CDSI's earnings per share is expected to be minimal
for fiscal year 1998 but should be increasingly accretive in fiscal year 1999
and beyond.
Bracken said that CDSI intends to operate ASEC as a wholly-owned subsidiary and
will retain its existing management. James W. Henderson will remain as
President of ASEC and will join the Board of Directors of CDSI.
Henderson observed, "ASEC needed an alliance with a strong information
technology company to enhance growth in our current markets. CDSI brings the
essential, complementary skills. I look forward to the new opportunities that
will be created by this relationship."
The transaction, which is subject to customary regulatory review and the
completion of the due diligence process, is expected to close before June 30,
1997.
Quarterdeck Investment Partners, Inc. acted as advisors to CDSI on this
transaction.
The revenue and earnings per share projections for fiscal year 1998 and beyond,
as a result of the ASEC acquisition, represent forward looking statements under
the provisions of the Private Securities Litigation Reform Act of 1995.
Management cautions that all statements as to future results of operations are
necessarily subject to risks, uncertainties and events beyond the control of
CDSI, and no assurances can be given that such results will be achieved.
Potential risks and uncertainties include budget reductions or changes in
funding priorities for existing Government programs, fluctuations in interest
rates, and pricing pressures from competitors. Other risks and uncertainties
are discussed in the documents filed by CDSI with the Securities and Exchange
Commission.
Computer Data Systems, Inc., founded in 1968, is a recognized leader in
providing broad-based information technology solutions for government and
commercial customers. As one of the foremost federal systems integrators and
system developers in the United States, CDSI provides customers with innovative
applications for enhancing their business processes - enabling customers to
realize cost efficiencies, provide better service, and introduce new
capabilities. CDSI's services include systems integration, custom software
development, data center management, proprietary applications software, and
value-added processing. CDSI is an equal opportunity employer.
