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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 and Exchange Act of 1934
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Date of Report: February 15, 2000
Group 1 Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-6355 52-0852578
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4200 Parliament Place, Suite 600, Lanham, Maryland 20706-1844
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(Address of principal executive offices) (Zip Code)
(301) 918-0400
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(Registrant's telephone number, including area code)
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Items 1-4. Not Applicable.
Item 5. Other Events.
On February 7, 2000, the Board of Directors of Group 1 Software, Inc., a
Delaware corporation (the "Corporation"), declared a split of its Common Stock,
$.50 par value per share (the "Common Stock"), of the Corporation held by
stockholders of record on February 17, 2000 (the "Record Date") in the ratio of
one additional share to be issued for every two shares owned on the Record Date.
American Stock Transfer & Trust Company, as the Corporation's Transfer Agent,
has been instructed to issue shares on or about March 2, 2000 to effectuate the
foregoing stock split. Fractional shares shall be rounded up to the next full
share.
Item 6. Not Applicable.
Item 7. Exhibits.
(1) Press release, February 7, 2000, issued by the Corporation.
(2) Form of Letter to Stockholders.
Item 8. Not Applicable.
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SIGNATURE
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.
Group 1 Software, Inc.
By /s/
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Name: Mark D. Funston
Title: Chief Financial Officer
Date: February 15, 2000
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EXHIBIT INDEX
Exhibit No. Description
(1) Press release, dated February 7, 2000, issued by the
Corporation.
(2) Form of Letter to Stockholders
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[GROUP 1 LOGO]
EXHIBIT NO. 1
FOR IMMEDIATE RELEASE CONTACT: Mark Funston
Chief Financial Officer
(301) 918-0400
GROUP 1 SOFTWARE ANNOUNCES 3-FOR-2 STOCK SPLIT
LANHAM, MD, FEBRUARY 7, 2000 - Group 1 Software (Nasdaq: GSOF) announced today
that its Board of Directors has declared a 3-for-2 split of its common stock.
Every stockholder of record as of February 17, 2000 will receive 3 shares in
exchange for every 2 shares held. The company expects that stock certificates
reflecting the split will be distributed to stockholders by March 2, 2000. After
the split, Group 1 will have approximately 5.7 million shares outstanding.
Robert Bowen, chief executive officer, commented, "Our stock has more than
doubled in value within the last four months. This split should provide greater
liquidity for our current stockholders, and make Group 1 Software stock more
attractive to new investors. We are particularly pleased to do this following
our release of record revenue and earnings last week for the third fiscal
quarter and the nine month period ended December 31, 1999."
Group 1 Software is a leading provider of software for data quality, mailing
efficiency, database marketing, and electronic document composition
applications. Group 1 supports UNIX, Windows NT and other operating systems and
various computers including IBM mainframe, AS/400, PC, Digital, HP and others.
Group 1 has offices throughout the US and in Canada, the United Kingdom, Europe
and Latin America, and representatives elsewhere in the world.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation reform Act of 1995. The
references to the expectations of shareholders and the position of Group 1 in
its markets are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties.
For additional information regarding these and other risks and uncertainties
associated with the company's business, reference is made to the company's
reports filed from time to time with the Securities and Exchange Commission.
Group 1 Software is a registered trademark of Group 1 Software, Inc.
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EXHIBIT NO. 2
February , 2000
Fellow Shareholders:
The Board of Directors of Group 1 Software declared a three-for-two
stock split of Group 1 common stock. This was done to provide greater liquidity
for our current shareholders, and make Group 1 Software stock more attractive to
new investors. For every two shares of common stock that you held at the close
of business on February 17, 2000, you are now entitled to one additional share.
The enclosed certificate represents the additional shares that have been
issued to you as a result of the stock split.
THE ENCLOSED CERTIFICATE DOES NOT REPLACE, BUT IS IN ADDITION TO, ANY
CERTIFICATES YOU ALREADY OWN. THE STOCK CERTIFICATES YOU CURRENTLY HAVE
SHOULD BE RETAINED, AS THEY CONTINUE TO REPRESENT SHARES WHICH YOU OWN.
If the address shown on the new certificate is incorrect, your ownership
of the shares will not be affected. Please do not return the new certificate,
but instead, promptly notify Group 1's stock transfer agent, American Stock
Transfer and Trust Company, 40 Wall Street, New York, New York 10005, for your
correct address.
All of us at Group 1 appreciate your continued support.
Best regards,
