SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange of Act of 1934
Date of Report (Date of earliest event reported): February 7, 1996
HOGAN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-12317 75-1558550
(Commission File Number) (IRS Employer Identification No.)
5080 Spectrum Drive, Suite 400E
Dallas, Texas 75248
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (214) 386-0020
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Item 5. Other Events
On February 7, 1996, the Registrant agreed to a revised merger agreement
with The Continuum Company. In such agreement, the exchange ratio was reduced
from .0355555 of a share of Continuum stock for each share of Hogan stock to a
ratio of 0.315. An agreement has been made that operating performance will not
form the basis for any further action to postpone, terminate or amend the merger
agreement.
The press release also announced the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired.
The information contained in the press release attached hereto as Exhibit
99 is incorporated by reference.
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Item 7. Financial Statements and Exhibits
99 Press release dated February 7, 1996
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SIGNATURES
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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.
HOGAN SYSTEMS, INC.
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(Registrant)
By: s/s David R. Bankhead
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David R. Bankhead
Senior Vice President and
Chief Financial Officer
DATE: February 14, 1996
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EXHIBIT INDEX
Exhibit Page
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99 Press release dated February 7, 1996 6
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EXHIBIT 99
FOR IMMEDIATE RELEASE
Contacts: John L. Westermann III W. Daniel Johnson
Vice President and Chief Sr. Vice President
Financial Officer Hogan Systems, Inc.
The Continuum Company, Inc. 214/788-7933
512/345-5700
THE CONTINUUM COMPANY AND HOGAN SYSTEMS AGREE
TO REVISED MERGER AGREEMENT
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The Continuum Company, Inc. (NYSE-CNU) and Hogan Systems, Inc. (NASDAQ-HOGN)
today announced a modification to the terms of their previously announced merger
agreement. In that agreement each share of Hogan's stock was to be converted
into the right to receive 0.355555 of a share of Continuum stock. Under the
revised agreement each share of Hogan stock will be exchanged for 0.315 of a
share of Continuum stock. This revision to the merger agreement resolves a
dispute between the two companies that arose after Hogan reported third fiscal
quarter operating results for the period ended December 31, 1995, that were
substantially less than expected by Continuum. As part of the resolution, the
parties have agreed that Hogan operating performance will not form the basis for
any further action to postpone, terminate or amend the merger agreement.
Continuum and Hogan expect to distribute proxy materials next week for
shareholder meetings to be held on or about March 15, 1996.
The parties also announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of l976 has expired.
W. Michael Long, Chief Executive Officer of Continuum and Michael H. Anderson,
Chairman and Chief Executive Officer of Hogan, expressed that the merger
transaction is in the best interest of their respective shareholders and is in
the long term strategic interests of both companies.
Hogan Systems, Inc. develops, market and supports integrated on-line
applications software and related services in use by more than 130 financial
institutions in 20 countries. The company provides sales and support from
offices in Australia, United Kingdom, and German as well as its Dallas, Texas
headquarters.
The Continuum Company, Inc. is an international consulting and computer services
firm headquartered in Austin, Texas with offices in 17 countries serving the
needs of the global financial services industry for computer software services.
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