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
Date of Report (Date of earliest event reported): May 30, 2000
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TOTAL RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15692 22-2072212
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation) identification no.)
Princeton Corporate Center
5 Independence Way
Princeton, New Jersey 08540
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (609) 520-9100
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the terms of a recommended cash offer dated April 20, 2000
("the Offer"), Total Acquisitions Limited ("Total Acquisitions"), a wholly-owned
subsidiary of Total Research Corporation (the "Company"), offered to purchase
all outstanding shares of Romtec, plc ("Romtec") at a price of 91p per share
(approximately $1.46 per share). Reference is made to the Offer Letter, a copy
of which is annexed hereto as Exhibit 2.1, for a description of the Offer. The
Offer also provides that Romtec stockholders (other than certain overseas
stockholders) may elect to receive loan notes as an alternative to either all or
part of the cash consideration. Loan notes will be issued by Total Acquisitions
and guaranteed by the Company. Pursuant to the Offer, Russell Nathan, majority
stockholder and the Chairman and Managing Director of Romtec, agreed to waive
his entitlement under the Offer for 11p of the cash consideration for each of
his 4,475,000 (approximately 85% percent) shares of Romtec.
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Mr. Nathan will receive payment of up to 80p per Romtec share in cash
and loan notes, in three tranches over the two-year period following the Offer
becoming unconditional in all respects (the "Unconditional Date"), as follows:
The Unconditional Date approximately $2.5 million
One year after the Unconditional Date approximately $2.1 million
Two years after the Unconditional Date approximately $1.1 million
The final payment to Mr. Nathan is contingent upon Romtec meeting
certain financial targets during the two-year period following the Unconditional
Date. Mr. Nathan will also enter into a two-year employment contract with
Romtec.
Full acceptance of the Offer in cash (assuming the full exercise of
options under the Romtec Share Option Scheme) will require the payment by Total
Acquisitions of a maximum amount of approximately $7.2 million in cash. The
Company will fund the consideration payable in connection with the Offer from
its credit agreement with Summit Bank.
On May 12, 2000, the Company announced notification that the Offer was
accepted by over 90% (97% as of May 26, 2000) of the stockholders of Romtec. As
a result, the Offer became unconditional under the terms of the Offer. As Total
Acquisitions has received valid acceptances to acquire more than 90% in value of
the ordinary shares of Romtec to which the Offer related, it became entitled to
acquire the remaining Romtec shares of the non-assenting stockholders
compulsorily under the provisions of Section 429 of the Companies Act of 1985
("the Act") under United Kingdom law. On May 23, 2000, Total Acquisitions sent
the appropriate notices to the non-assenting stockholders as required under the
Act. Total Acquisitions expects to acquire the remaining shares over the next
few weeks.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is presently impracticable to provide the financial statements
required to be included in the Current Report on Form 8-K with respect to the
business acquired. Such financial statements will be filed under cover of Form
8-K/A as soon as possible.
(b) Pro Forma Financial Information.
It is presently impracticable to provide the pro forma financial
information required to be included in this Current Report on Form 8-K with
respect to the business required. Such pro forma financial information will be
filed under cover of Form 8-K/A as soon as practicable.
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(c) Exhibits.
2.1 Offer Letter, dated as of April 20, 2000.
2.2 Deed of Irrevocable Undertaking, dated as of April 13, 2000, by Russell
Nathan.
2.3 Deed of Warranties, dated as of April 13, 2000, by Russell Nathan (as
Warrantor), Total Research Acquisitions Limited and Total Research
Corporation.
[SIGNATURE PAGE FOLLOWS.]
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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.
TOTAL RESEARCH CORPORATION
Date: May 30, 2000 By:/s/Albert Angrisani
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Albert Angrisani
President and Chief Executive Officer
