SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 9, 1999
Date of report (Date of earliest event reported)
NUCLEUS, INC.
(Exact Name of Registrant as Specified in its Charter)
0-14039 11-2714721
(Commission File Number) (I.R.S. Employer Identification No.)
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices) (Zip Code)
312/683-9000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 9, 1999, Nucleus, Inc. (the "Company") announced that it entered
into a letter of intent to acquire Innovative Technology Solutions, Inc.
Further details of this announcement are contained in the attached press
release issued by the Company on June 9, 1999. The information set forth in
the attached press release is incorporated herein by reference and constitutes
a part of this report.
ITEM 7(c). EXHIBITS.
Exhibit 99.1 Press Release dated June 9, 1999.
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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.
NUCLEUS, INC.
(Registrant)
Date: June 9, 1999 By: /s/ J. Theodore Hartley
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J. Theodore Hartley,
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated June 9, 1999.
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EXHIBIT 99.1
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[Nucleus logo]
NUCLEUS TO ACQUIRE INNOVATIVE TECHNOLOGY SOLUTIONS
Chicago, IL -- June 9, 1999 -- Nucleus, Inc. (NASDAQ OTC-BB: NCLS) today
announced it has entered into a letter of intent to acquire Innovative
Technology Solutions, Inc. (ITS), a Seattle-based provider of information
technology solutions. ITS had 1998 revenues of approximately $11.3 million,
with revenues of $5.8 million for the three months ended March 31, 1999.
Terms of the transaction were not disclosed.
Nucleus' President and CEO, John Paulsen said, "ITS provides us with a strong
foothold in the technology-rich Pacific Northwest. The shareholders, Kathy
Rogers and Scott Wetzel, have grown ITS' revenues exponentially over the past
few years -- establishing ITS as a preeminent provider of technology solutions.
This transaction represents our third acquisition since the Special
Shareholders' Meeting was held on April 15, 1999."
Paulsen added, "We feel that ITS will serve as a formidable platform for
growth and will capitalize on our strategy to offer customers a single-source
for data, voice, video, Internet and computer hardware and software based on
Internet technology."
ITS maintains its headquarters in Seattle, WA, providing a full range of IT
services to its prestigious client base. Nucleus (www.enucleus.com) is an
Internet Solution Provider, leveraging the Internet as the platform to deliver
information technology and communications.
The information contained in this press release, including any "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 contained herein, should be
reviewed in conjunction with the Company's annual report on the form 10-KSB and
other publicly available information regarding the Company, copies of which are
available from the Company upon request. Such publicly available information
sets forth many risks and uncertainties related to the Company's business and
such statements, including risks and uncertainties related to that, are
unpredictable and outside of the influence and/or control of the Company.
Contact: Nucleus, Inc.
Ted Hartley, Executive Vice President & CFO
(312) 683-9000
