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): March 4, 1996.
NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0 -3713 41-0850527
State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 829-3000
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
Reference is made to the press releases issued by National Computer
Systems, Inc. on March 4, 1996, copies of which are attached hereto as Exhibit
99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Releases, dated March 4, 1996
Signature
Pursuant to the requirements of Section 12 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.
Dated: March 13, 1996
NATIONAL COMPUTER SYSTEMS, INC.
By: /s/ J. W. Fenton, Jr.
J.W. Fenton, Jr.
Secretary and Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibits
99 Press Releases, dated March 4, 1996
EXHIBIT 99
NEWS RELEASE
Contact: Robert Kleiber (NASDAQ/NMS: NLCS)
612/829-3116 For Immediate Release
NATIONAL COMPUTER SYSTEMS, INC.
ANNOUNCES REVISIONS TO TAKEOVER DEFENSES
Minneapolis, MN... March 4, 1996 - National Computer Systems, Inc.
(NASDAQ/NMS - NLCS) announced that its Board of Directors had approved several
actions to better protect NCS against certain coercive or inadequate takeover
tactics or offers. The NCS Shareholder Rights Plan, originally adopted in 1987
and amended in 1989, was amended to extend the expiration date to July 6, 2002
and change the exercise price of the rights from $50.00 to $55.00. The
amendments also reduce the stock ownership level at which the rights become
exercisable and make certain other changes.
As amended, the rights plan provides that if any person or group
acquires 15% or more of NCS common stock, each right not owned by such person or
group will entitle its holder to purchase, at the right's then-current exercise
price, NCS common stock having a value of twice the right's exercise price. The
rights would not be triggered, however, if the acquisition of 15% or more of NCS
common stock is pursuant to a tender or exchange offer for all outstanding
shares of NCS common stock determined by the Board of Directors to be fair and
in the best interests of NCS and its shareholders.
In addition, NCS amended its bylaws to allow for the removal of
directors only for cause, to require that a shareholder give notice of proposed
business and shareholder nominations of directors, to provide greater authority
in conducting stockholder meetings, and to conform to statutory requirements for
calling a special meeting of stockholders in the case of a change in control.
Further, in an effort to assure that it will have the continued
dedication of its elected officers, notwithstanding the possibility or threat of
a change in control, NCS authorized the execution of change in control
agreements with those elected officers. Each change in control agreement would
provide that, if an executive's employment is terminated under specified
circumstances following a change in control of NCS, the executive will receive
certain payments and the continuance of benefits.
NCS is an information services company providing data collection
services and systems to selected segments of the education, business,
government, and healthcare markets. NCS is also a leading provider of asset
management software and services to banks and other financial institutions.
<PAGE>
NEWS RELEASE
Contact: Robert Kleiber (NASDAQ/NMS: NLCS)
612/829-3116 For Immediate Release
NATIONAL COMPUTER SYSTEMS, INC. ANNOUNCES
REGULAR QUARTERLY DIVIDEND, ADDITIONAL
STOCK BUYBACK AUTHORIZED
Minneapolis, Minnesota...March 4, 1996...The Board of Directors of
National Computer Systems, Inc. (NASDAQ/NMS - NLCS) declared a quarterly cash
dividend of $.09 per share payable March 26, 1996 to stockholders of record
March 15, 1996.
The Board also authorized the purchase of up to 500,000 shares of the
Company's common stock in the open market or in private transactions for the
purpose of offsetting NCS common stock issuances by the Company for stock option
exercises, employee stock purchase plan purchases and other stock awards. This
purchase program is an addition to the Board's earlier authorizations which have
been fully utilized.
NCS is an information services company providing data collection
services and systems to selected segments of the education, business,
government, and healthcare markets. NCS is also a leading provider of asset
management software and services to banks and other financial institutions. NCS'
stock is listed on the NASDAQ National Market List under the symbol "NLCS." The
Company has approximately 15.6 million shares outstanding.
