<PAGE>
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): August 31, 2000
-----------------------------
INTEGRAL SYSTEMS, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
5000 Philadelphia Way, Lanham, Maryland 20706-4417
--------------------------------------------------------------------------------
(Address of principal executive offices)
Maryland 0-18603 52-1267968
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Registrant's telephone number, including area code: (301) 731-4233
--------------------
________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Integral Systems, Inc., a Maryland corporation ("Integral"), entered into an
Agreement and Plan of Reorganization, effective as of August 31, 2000 (the
"Reorganization Agreement"), by and among Integral, SAT Corporation, a
California corporation ("SAT"), ISI Acquisition Corporation, a California
corporation and a wholly-owned subsidiary of Integral ("ISI"), and Herbert
Pardula, the sole shareholder of SAT (the "Shareholder"). The Reorganization
Agreement provides for the acquisition of SAT by Integral. Pursuant to the
terms of the Reorganization Agreement, ISI was merged with and into SAT, with
SAT as the surviving entity. At the time of the merger, SAT became a wholly-
owned subsidiary of Integral.
Pursuant to the Reorganization Agreement, the purchase price paid to the
Shareholder by Integral in connection with the acquisition of SAT consisted of
650,000 shares of Integral common stock, par value $.01 per share. The amount
and type of consideration was determined on the basis of arm's length
negotiations between Integral and the Shareholder. The acquisition will be
accounted for as a pooling of interests. It is intended that the transaction be
treated as a tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended.
The assets of SAT are used in its business as a supplier of automatic signal
monitoring systems and networks for satellite and terrestrial monitoring
applications, and Integral currently intends to continue such use.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
No financial statements are required to be filed by Item 7(a) as
part of this report on Form 8-K.
(b) Pro Forma Financial Information.
No pro forma financial statements are required to be filed by Item
7(b) as part of this report on Form 8-K.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Reorganization, effective as of August 31,
2000, by and among Integral Systems, Inc., SAT Corporation, ISI
Acquisition Corporation (a wholly-owned subsidiary of Integral
Systems, Inc.) and Herbert Pardula.
Exhibit 99.1 Press Release.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
INTEGRAL SYSTEMS, INC.
By: /s/ Thomas L. Gough
-------------------------------------
Thomas L. Gough
President and Chief Operating Officer
Date: September 15, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -------------------------------------------------------------------
2.1 Agreement and Plan of Reorganization, effective as of August 31,
2000, by and among Integral Systems, Inc., SAT Corporation, ISI
Acquisition Corporation (a wholly-owned subsidiary of Integral
Systems, Inc.) and Herbert Pardula.
99.1 Press Release.
