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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): January 15, 1999
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NICHOLS RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15295 63-0713665
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.
4090 South Memorial Parkway, Huntsville, Alabama 35802-1326
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(Address, including zip code, of principal executive offices)
(256) 883-1140
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 22, 1999, Nichols TXEN Corporation, a wholly-owned subsidiary
of the Registrant, filed a Form S-1 Registration Statement with the Securities
and Exchange Commission relating to an initial public offering of its common
stock. If that stock offering is consummated and all of the shares offered are
sold, the ownership of the Registrant in Nichols TXEN Corporation will decrease
from 100% to 75%, and the remaining 25% of Nichols TXEN Corporation common
stock will be owned by investors who purchased the stock as part of that public
stock offering. Nichols TXEN Corporation is a leading provider of outsourcing
solutions for information technology and administrative services in the managed
care and physician practice management segments of the health care industry.
On January 15, 1999, the Registrant increased its ownership of Nichols
ENTEC Systems, L.L.C. ("ENTEC"), a joint venture owned by the Registrant and
DSM Copolymer, Inc. Prior to that acquisition, the Registrant owned 60% of
ENTEC and DSM Copolymer, Inc., owned 40%. The Registrant purchased from DSM
Copolymer, Inc., an additional 35% interest in ENTEC. As a result, the
Registrant now owns 95% of ENTEC and DSM Copolymer, Inc., owns 5%. As a
SAP<trademark> National Implementation Partner, ENTEC provides SAP
R/3<trademark> implementation services to a wide spectrum of Fortune 500 and
mid-sized companies. As a SAP<trademark> Certified Business Solutions and
Accelerated SAP (ASAP) Partner, ENTEC resells SAP R/3<trademark> software to
mid-sized companies in selected states.
On February 4, 1999, the Registrant signed a Letter of Intent with the
shareholders of Murray and West, Inc., and Trans-Link USA, Inc., to acquire all
of their outstanding capital stock. The transaction is subject to the execution
and closing of definitive agreements. Murray and West, Inc., and Trans-Link
USA, Inc. provide implementation and integration consulting services and
continued support of SAP{TM}R/3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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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.
NICHOLS RESEARCH CORPORATION
(Registrant)
By: Patsy L. Hattox
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Patsy L. Hattox
Chief Administrative Officer, Corporate
Vice President and Secretary
Date: February 5, 1999
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INDEX TO EXHIBITS
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Exhibit Description
No.
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99.1 Text of Press Release dated January 22, 1999, issued by Nichols
Research Corporation relating to the initial public offering of
stock by Nichols TXEN Corporation
99.2 Text of Press Release dated January 15, 1999, issued by Nichols
Research Corporation relating to its acquisition of additional
interest in Nichols ENTEC Systems, L.L.C.
99.3 Text of Press Release dated February 4, 1999, issued by Nichols
Research Corporation relating to the signing of a letter of intent
to acquire all of the stock of Murray and West, Inc., and Trans-
Link USA, Inc.
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FOR IMMEDIATE RELEASE
January 22, 1999
CONTACT: Pat L. Hattox
Corporate Vice President, Investor Relations
(256) 885-7447
[email protected]
NICHOLS RESEARCH CORPORATION ANNOUNCES INITIAL PUBLIC OFFERING OF NICHOLS
TXEN CORPORATION COMMON STOCK
HUNTSVILLE, ALABAMA - Michael J. Mruz, Nichols Research Corporation CEO,
announced today the filing of a registration statement with the Securities
and Exchange Commission relating to the initial public offering of Nichols
TXEN Corporation, a wholly owned subsidiary of Nichols Research. All of the
shares are to be offered by Nichols TXEN. The managing underwriters for the
offering are BT Alex. Brown Incorporated; CIBC Oppenheimer; Friedman,
Billings, Ramsey & Co., Inc.; and The Robinson-Humphrey Company, LLC.
Nichols TXEN, headquartered in Birmingham, Alabama, is a leading provider
of outsourcing solutions for information technology (IT) and administrative
services in the managed care and physician practice management segments of
the health care industry. The Company has approximately 600 employees.
The net proceeds from the offering will be used by Nichols TXEN for working
capital and other general corporate purposes. Some of the net proceeds of
this offering may be used to fund possible acquisitions of complementary
businesses, products, or technologies. While Nichols TXEN continually
evaluates acquisition opportunities, no such acquisitions are currently
being negotiated.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission, but has not yet become effective.
The securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
When subsequently available, a preliminary prospectus relating to the
offering of the shares may be obtained from BT Alex. Brown Incorporated at
1 South Street, Baltimore, Maryland 21202.
Nichols Research Corporation, headquartered in Huntsville, Alabama,
provides information technology and technical services for clients in the
Department of Defense, federal civilian agencies, state government, and
commercial organizations. The Company has 31 locations throughout the
United States with approximately 3,000 employees. Additional information
may be found at the Nichols web site: WWW.NICHOLS.COM. Nichols' stock is
traded under the Nasdaq market symbol: NRES.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS
FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY IDENTIFIED AS
SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY CONTAIN WORDS SUCH AS
THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES," "EXPECTS," "ESTIMATES,"
"PLANS," AND WORDS OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE THE
COMPANY'S FUTURE PLANS, OBJECTIVES, GOALS OR STRATEGIES ARE FORWARD-LOOKING
STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE
DISCUSSED IN MORE DETAIL IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED AUGUST 31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT
ANNUAL REPORT.
FOR IMMEDIATE RELEASE
January 15, 1999
CONTACT: Pat L. Hattox
Corporate Vice President, Investor Relations
(256) 885-7447
[email protected]
NICHOLS RESEARCH ANNOUNCES INCREASED OWNERSHIP OF NICHOLS ENTEC
SYSTEMS, L.L.C
HUNTSVILLE, ALABAMA - Chris H. Horgen, Chairman of Nichols Research
Corporation, announced today that the Company has completed the purchase of
an additional 35% ownership in Nichols Entec Systems, L.L.C. With this
purchase, Nichols Entec will be 95% owned by Nichols Research and 5% owned
by DSM Copolymer in Baton Rouge, LA. This transaction will have no impact
on earning per share in fiscal year 1999 and is expected to be accretive to
Nichols' earnings per share in fiscal year 2000.
As a SAP<trademark> National Implementation Partner, Nichols Entec provides
SAP R/3<trademark> implementation services to a wide spectrum of Fortune
500 and mid-sized companies. As a SAP<trademark> Certified Business
Solutions and Accelerated SAP (ASAP) Partner, Nichols Entec resells SAP
R/3<trademark> software to mid-sized companies in selected states.
The Company continues to pursue other acquisition candidates to enhance its
SAP strategy. Nichols hopes to realize additional revenues of approximately
$16 million prior to year-end from these acquisitions.
Nichols Research Corporation, headquartered in Huntsville, Alabama,
provides information technology and technical services for clients in the
Department of Defense, federal civilian agencies, state government, and
commercial organizations. The company has 31 locations throughout the
United States with approximately 3,000 employees. Additional information
may be found at the Nichols web site: WWW.NICHOLS.COM. The Company's stock
is traded under the Nasdaq market symbol: NRES.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS
FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY
IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY
CONTAIN WORDS SUCH AS THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES,"
"EXPECTS," "ESTIMATES," "PLANS", "HOPES," AND WORDS OF SIMILAR IMPORT.
SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES,
GOALS OR STRATEGIES ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-
LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DISCUSSED IN MORE
DETAIL IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED AUGUST 31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT ANNUAL
REPORT.
FOR IMMEDIATE RELEASE
February 4, 1999
CONTACT: Pat L. Hattox
Corporate Vice President
Investor Relations
(256) 885-7447
[email protected]
NICHOLS RESEARCH ANNOUNCES INTENT TO ACQUIRE MURRAY AND WEST,
INC./ TRANS-LINK USA, INC.
HUNTSVILLE, ALABAMA - Chris H. Horgen, Nichols Research Chairman, announced
today that the Company signed a Letter of Intent with the principal
shareholders of Murray and West, Inc./Trans-Link USA, Inc., to acquire all
of their outstanding capital stock. Murray and West/Trans-Link USA revenues
for fiscal years ending December 31, 1997, and 1998, were $18.6 million and
$29.1 million, respectively. The transaction is subject to the execution
and closing of definitive agreements.
Murray and West, Inc./Trans-Link USA Inc. provide implementation and
integration consulting services and continued support of SAP{TM }R/3. Mr.
Horgen states, "This acquisition, along with other recently announced
changes, will enable Nichols Holland Corporation, a corporation formed by
Nichols, to become a substantial presence in the Enterprise Resource
Planning arena."
"Nichols' solid reputation of helping businesses implement IT solutions
compliments our efforts in both IT staffing and integration services. The
combined companies will be positioned in the marketplace to better serve
client needs by providing a broader set of solutions and services" states
Mr. Ted. C. Murray, President, Murray and West, Inc./Trans-Link USA, Inc.
Nichols Research Corporation, headquartered in Huntsville, Alabama,
provides IT and technical services for the Department of Defense, federal
civilian agencies, state government clients, and commercial clients. The
company has 31 locations throughout the United States with approximately
3,000 employees. Additional information may be found at the Nichols web
site: WWW.NICHOLS.COM. The Company's stock is traded under the Nasdaq
market symbol: NRES.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS
FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY
IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY
CONTAIN WORDS SUCH AS THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES,"
"EXPECTS," "ESTIMATES," "PLANS," AND WORDS OF SIMILAR IMPORT. SIMILARLY,
STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES, GOALS OR
STRATEGIES ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DISCUSSED IN MORE DETAIL IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST
31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT ANNUAL REPORT.
