THIS DOCUMENT IS A COPY OF THE CURRENT REPORT ON FORM 8-K FILED ON
JULY 26, 1996 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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): July 10, 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.)
Item 2. Acquisition or Disposition of Assets
On July 10, 1996, National Computer Systems, Inc. (the "Company" or "NCS")
concluded the sale of its Financial Systems business to SunGard Data Systems
Inc. pursuant to a Stock Purchase and Sale Agreement dated May 30, 1996, by and
among SunGard Data Systems Inc., NCS and NCS Holdings. (See Exhibit 2.0 hereto)
The Company received $95 million in cash for all of the issued and outstanding
shares of NCS Financial Systems, Inc., a wholly-owned subsidiary of NCS
Holdings, Inc. The sale price was determined through arms-length negotiation.
There is no material relationship between SunGard Data Systems Inc. and the
Company or any of its affiliates, any director or officer of the Company, or any
associate of any such director or officer.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
A description of the transaction and the entities involved are set
forth in Item 2 hereof.
The following pro forma consolidated financial statement of the
Company and its subsidiaries giving effect to the transaction
described above for the year ended January 31, 1996 is incorporated
herein by reference:
Pro forma Statement of Income -- Year Ended January 31, 1996
The following consolidated financial statements of the Company and
its subsidiaries, giving effect to the above described transaction
as discontinued operations, included in the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1996, are
incorporated herein by reference:
Consolidated Statements of Income -- Three Months Ended
April 30, 1996 and 1995
Consolidated Balance Sheets -- April 30 and January 31, 1996
Notes to Consolidated Financial Statements -- April 30, 1996
(c) Exhibits
2.0 Stock Purchase and Sale Agreement, dated May 30, 1996, by and
among SunGard Data Systems Inc., NCS and NCS Holdings is
incorporated herein by reference to Exhibit 2.0 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1996.
99.0 Pro forma Statement of Income for the year ended January 31,
1996.
99.1 Portions of the Consolidated Financial Statements of the
Company are incorporated herein by reference to the Company's
Form 10-Q for the quarterly period ended April 30, 1996.
<PAGE>
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: July 25, 1996
NATIONAL COMPUTER SYSTEMS, INC.
By: /s/ J.W. Fenton, Jr.
J.W. Fenton, Jr.
Secretary and Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibits
2.0 Stock Purchase and Sale Agreement, dated May 30, 1996, by and
among SunGard Data Systems Inc., NCS and NCS Holdings is
incorporated herein by reference to Exhibit 2.0 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1996.
99.0 Pro forma Statement of Income for the year ended January 31,
1996.
99.1 Portions of the Consolidated Financial Statements of the
Company are incorporated herein by reference to the Company's
Form 10-Q for the three months ended April 30, 1996.
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES Exhibit 99.0
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (unaudited)
<TABLE>
<CAPTION>
Proforma Income Statement
as of January 31, 1996
-----------------------------------------------
Financial Proforma Pro Forma
As Reported Systems Adjustments (Unaudited)
----------- --------- ----------- -----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues
Net sales $296,136 $35,056 $ - $261,080
Maintenance and support 62,840 23,037 - 39,803
-------- ------- ------- --------
Total revenues 358,976 58,093 - 300,883
Cost of Revenues
Cost of sales 180,392 18,700 - 161,692
Cost of maintenance and support 41,868 14,415 - 27,453
-------- ------- ------- --------
Gross profit 136,716 24,978 - 111,738
Operating Expenses
Sales and marketing 44,773 6,229 - 38,544
Research and development 13,938 5,448 - 8,490
General and administrative 38,268 3,653 615 34,000
-------- ------- ------- --------
Income From Operations 39,737 9,648 (615) 30,704
Interest expense 3,311 35 - 3,276
Other (income) expense, net (583) (251) - (332)
-------- ------- ------- --------
Income Before Income Tax Provision 37,009 9,864 (615) 27,760
Income tax provision 14,750 3,807 (237) 11,180
-------- ------- ------- --------
Net Income $ 22,259 $ 6,057 $ (378) $ 16,580
======== ======= ======= ========
Net Income Per Share $ 1.42 $ 1.06
Average Shares Outstanding 15,685 15,685
</TABLE>
Note A - The consolidated statement of income for the fiscal year ended January
31,1996 has been presented to reflect, on a pro forma basis, the disposition of
the Financial Systems business, as if it had occurred at the beginning of the
fiscal year. The Financial Systems business as presented agrees to the business
segment data as previously reported in the Company's 1995 Annual Report to
Stockholders. The pro forma adjustment is for a corporate administrative
department expense specifically related to the Financial Systems business, which
will no longer be incurred as a result of the sale of the segment.
