<PAGE> 1
FORM 8-K
CURRENT REPORT FOR ISSUERS SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 20, 1995
-------------------------------
SCS/Compute, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14932 431228297
- --------------------------------------------------------------------------------
(State or other jurisdictions (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2252 Welsch Industrial Ct., St. Louis, Missouri 63146
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code 314-997-7766
------------------------------
12444 Powerscourt Dr., St. Louis, Missouri 63131
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5: Other Events
Registrant announces execution of Agreement and Plan of Merger
with Thomson U.S. Holdings, Inc..
Item 7: Financial Statements, ProForma Financial Information & Exhibits
C. Exhibits
See Exhibit Index
2
<PAGE> 3
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.
SCS/Compute, Inc.
------------------
(Registrant)
December 21, 1995 By: /s/ Charles G. Wilson
- ----------------- ---------------------------------
Date Name: Charles G. Wilson
Title: Executive Vice-President:
Finance & Administration
3
<PAGE> 4
Exhibit Index
The Exhibits are numbered in accordance with the Exhibit Table
of Item 601 of Regulation S-K
Sequential Page
Number
------
Exhibit (99) Press Release dated December 20, 1995 5
4
<PAGE> 1
Exhibit (99)
Contact at The Thomson Corporation: Nigel R. Harrison
Executive Vice President
203/328-9422
Contact at SCS/Compute: Charles G. Wilson
Executive Vice President
314/432-7323
FOR IMMEDIATE RELEASE
THE THOMSON CORPORATION AND SCS/COMPUTE, INC.
APPROVE MERGER AGREEMENT
ST. LOUIS, December 20, 1995 -- SCS/Compute, Inc. (SCS), a leading
software supplier to tax and accounting professionals, announced today that it
has entered into a definitive agreement and plan of merger with Thomson U.S.
Holdings, Inc., a division of The Thomson Corporation (Thomson) of Toronto,
Canada. The principal activities of Thomson are specialized information and
publishing, and leisure travel. With annual sales of U.S. $6.5 billion, and
45,000 employees, Thomson operates primarily in North America and the United
Kingdom and has expanding interests internationally.
Robert W. Nolan, Sr., chairman, president and chief executive officer
of SCS, has entered into a definitive agreement with Thomson to sell his
1,082,570 shares of common stock at a price of $6.75 per share. Under the
terms of the merger agreement, Thomson will begin a $6.75 per share cash tender
offer no later than Wednesday, December 27, 1995 for the remaining 1,489,407
shares of SCS's outstanding common stock. SCS is listed on the NASDAQ
Small-Cap Stock market under the symbol SCOMC.
The Board of Directors of SCS has approved the merger agreement and
has determined that the proposed transaction is fair to, and in the best
interests of, the SCS stockholders. In reaching this conclusion, the Board of
Directors relied in part upon the fairness opinion from Fister & Associates,
Inc., the financial advisor to SCS.
The acquisition is subject to more than 50 percent of the shares
outstanding being tendered, including Nolan's stock. The completion of the
merger is also subject to other customary conditions. Following the completion
of the transaction, SCS will operate as a separate company within Thomson's
Research Institute of America (RIA) Group. RIA Group, formed earlier this
year, is comprised of RIA, Warren Gorham & Lamont, and Practitioners Publishing
Company. Together these professional publishers are one of the leading
information providers to the tax and accounting markets in the United States.
5
