SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 1995
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-11521 23-1701520
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
(Address of principal executive offices)
(Registrant's telephone number, including area code): (610) 647-5930
Page 1 of 2 pages
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Item 5. OTHER EVENTS.
On June 1, 1995, the Company acquired Adage Systems International,
Inc., a Michigan corporation ("Adage"), pursuant to the Agreement and
Plan of Merger and Reorganization dated May 12, 1995 (the "Agreement"),
a copy of which was attached as Exhibit A to the Company's Current
Report on Form 8-K dated May 12, 1995. The consideration consisted of
1,000,000 shares of common stock ("Common Stock") of the Company. The
Company will be required to pay additional consideration to the
shareholders of Adage, in either additional shares of Common Stock or a
combination of additional shares of Common Stock and cash, in the event
that the market price of the Common Stock approximately five years after
the closing is lower than a base price. The base price may not be lower
than $15 nor higher than $50, and will be determined pursuant to a
formula tied to the pretax profits of Adage during the five-year period
commencing October 1, 1995. The additional consideration, if required
to be made, will be made first with additional shares of Common Stock,
and only if the maximum number of shares of Common Stock issuable
pursuant to the Agreement (2,545,000) is reached will the balance be
paid in cash, subject to certain limitations. Within 6 months following
closing, the Company will be required to loan not more than $1,500,000
to certain of the shareholders of Adage for approximately five years.
The loans will be non-recourse and secured by shares of Common Stock.
At the closing, the Company loaned $110,000 pursuant to such
requirement.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
Date: June 5, 1995 By: /s/ Richard A. Blumenthal
_______________________________
Name: Richard A. Blumenthal
Title: Senior Vice President
