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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 17, 2000
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John H. Harland Company
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(Exact name of registrant as specified in its charter)
Georgia 1-6352 58-0278260
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2939 Miller Road, Decatur, Georgia 30035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 981-9460
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Item 5. Other Events.
John H. Harland Company (the "Parent") entered an Agreement and Plan of
Merger, dated as of July 17, 2000 (the "Merger Agreement"), among itself, JH
Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of Parent
(the "Offeror"), and Concentrex Incorporated, an Oregon corporation
("Concentrex"). The Merger Agreement provides for the making of an offer by
Offeror to purchase all of the outstanding shares of Common Stock, no par value
(the "Shares"), of Concentrex at a purchase price of $7.00 per Share, net to the
seller in cash, less any required withholding taxes and without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the related offer to purchase and in the related letter of transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The Merger Agreement further provides that, among other things,
following the completion of the Offer, upon the terms and subject to the
conditions of the Merger Agreement and in accordance with the Oregon Business
Corporation Act (the "OBCA"), the Offeror will be merged with and into
Concentrex (the "Merger"). Following the Merger, Concentrex will continue as the
surviving corporation (the "Surviving Corporation") and become a wholly owned
subsidiary of Parent, and the separate corporate existence of the Offeror will
cease. Pursuant to the Merger Agreement, Concentrex has also agreed, if the
Offeror or any other subsidiary of Parent acquires at least 90% of the
outstanding Shares, the parties shall, at the request of Parent, take all
necessary and appropriate action to cause the Merger to become effective as soon
as practicable after the expiration of the Offer without a meeting of
Concentrex's stockholders in accordance with the short-form merger provisions of
the OBCA (Section 60.491).
In connection with the Merger Agreement, the Offeror and Parent entered
into tender agreements dated as of July 17, 2000 (the "Tender Agreements"), with
each of the following Concentrex stockholders: Matthew W. Chapman, Robert P.
Chamness and Robert T. Jett (the "Tendering Stockholders"). Pursuant to the
Tender Agreements, the Tendering Stockholders have agreed to tender an aggregate
of 457,952 Shares owned by the Tendering Stockholders (the "Committed Shares")
and have agreed to vote the Committed Shares in favor of the Merger and
otherwise in the manner directed by the Offeror.
If such number of Shares are validly tendered and not withdrawn prior
to the expiration of the Offer as would constitute more than fifty percent of
the Shares outstanding on a fully diluted basis, the other conditions to the
Offer are satisfied and the Offer is consummated, then Offeror will own a number
of Shares to insure that the Merger will be approved. Under Section 60.491 of
the OBCA, if, after consummation of the Offer, the Offeror owns at least 90% of
the Shares then outstanding, the Offeror will be able to cause the Merger to
occur without a vote of the stockholders of Concentrex. If, however, after
consummation of the Offer, the Offeror owns less than 90% of the then
outstanding Shares, a vote of Concentrex's stockholders will be required under
the OBCA to approve the Merger, and a significantly longer period of time will
be required to effect the Merger. As of the effective time of the Merger (the
"Effective Time"), each Share outstanding immediately prior to the Effective
Time (other than Shares owned by Parent or any other direct or indirect wholly
owned subsidiary of Parent, which shall be canceled) will be converted into the
right to receive from the Surviving Corporation the Offer Price.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein may constitute Forward-looking
Statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
each as amended by the Private Securities Litigation Reform Act of 1995. Those
statements include statements regarding the intent, belief or current
expectations of the Registrant and members of its management team as well as the
assumptions on which such statements are based. Any such Forward-looking
Statements are not guarantees of future performance and the Registrant's actual
results could differ materially from those set forth in such Forward-looking
Statements. Factors currently known to management that could cause actual
results to differ materially from those set forth in such Forward-looking
Statements include risks detailed from time to time in the Registrant's filings
with the Securities and Exchange Commission, including Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K. The
Registrant undertakes no obligation to update or revise Forward-
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looking Statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Agreement and Plan of Merger, dated as of July 17, 2000,
among the Registrant, JH Acquisition Corp. and Concentrex
Incorporated
4.2 Form of Tender Agreement, dated as of July 17, 2000, by
and among the Registrant, JH Acquisition Corp. and
certain stockholders of Concentrex Incorporated
individually
99.1 Press Release, dated July 17, 2000
99.2 Press Release, dated July 21, 2000
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.
JOHN H. HARLAND COMPANY
(Registrant)
Date: July 21, 2000 By: /s/ John C. Walters
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John C. Walters
Vice President and Secretary
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