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 18, 1997.
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.)
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Item 5. Other Events
Board of Director authorization for the repurchase of up to 1
million shares of the Company's Common Stock for the purpose of offsetting
shares issued in connection with an announced acquisition, as well as
stock-based employee plans and future acquisitions.
Reference is made to the press release issued by National
Computer Systems, Inc. on March 18, 1997, a copy of which is attached hereto as
Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release, dated March 18, 1997
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 25, 1997
NATIONAL COMPUTER SYSTEMS, INC.
By /s/ J.W. Fenton, Jr.
J.W. Fenton, Jr.
Secretary and Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibits
99 Press Release, dated March 18, 1997
EXHIBIT 99
NEWS RELEASE
CONTACT: Yolanda Scharton (NASDAQ: NLCS)
612-829-3203 For Immediate Release
NATIONAL COMPUTER SYSTEMS, INC. ANNOUNCES
AGREEMENT TO PURCHASE VIRTUAL UNIVERSITY ENTERPRISES
NCS ALSO ANNOUNCES AUTHORIZATION TO REPURCHASE 1 MILLION SHARES
Minneapolis, MN -- March 18, 1997 -- National Computer Systems, Inc.
(NASDAQ: NLCS) announced today the signing of a definitive agreement to acquire
Virtual University Enterprises (VUE), a Bloomington, Minnesota-based electronic
course registration and training administration company for approximately
582,000 shares of NCS common stock. The VUE acquisition is subject to approval
by the VUE shareholders. It is anticipated the transaction will close within 30
days.
NCS is the nation's largest provider of test and assessment services to
the rapidly growing $1 billion plus test administration market. The acquisition
of VUE will allow for rapid penetration of the even faster growing electronic
test and assessment administration market. VUE will become a division of NCS'
testing and assessments business unit, led by NCS Vice President, David W.
Smith.
Russell A. Gullotti, NCS Chairman, President and Chief Executive
Officer commented, "The acquisition of VUE will allow us to strengthen and
extend our well-established position in the education industry into the fast
growing electronic course registration and electronic testing markets. E. Clarke
Porter, VUE's CEO and founder, developed the first electronic testing systems
for the National Association of Securities Dealers in 1979. Clarke and other VUE
founders, Steve Nordberg and Kirk Lundeen led Drake Training and Technologies to
a leadership position in electronic testing in the early 90's."
"The leadership and experience of Clarke, Steve and Kirk combined with
NCS' 30 year track record in testing and assessments gives us confidence that we
will grow rapidly in electronic testing," said David W. Smith.
Clarke Porter will be responsible for NCS' capabilities in electronic
course registration and testing. Clarke said, "We are very excited about pairing
the skills of our two companies. Our shared standard of performance in
satisfying our customers will be flawless execution. Our strategy is to utilize
current technologies and establish a pervasive global test delivery network.
VUE's current business provides on-line registration and information services
for over 2,100 training and test centers world-wide."
NCS also announced that its Board authorized the repurchase of up to 1
million of its common shares for the purpose of offsetting shares issued in
connection with the VUE acquisition, as well as stock-based employee plans and
future acquisitions. The net impact of the VUE acquisition is expected to be
immaterial to fiscal 1997 earnings estimates.
NCS is an information services company providing software and systems
for the collection, management and interpretation of data. NCS serves important
segments of the education, business, government and healthcare markets.
