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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 19, 1997
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GOVERNMENT TECHNOLOGY SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19394 54-1248422
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(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) Number)
4100 Lafayette Center Drive, Chantilly, Virginia 20151-1200
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-502-2000
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On December 19, 1997, Government Technology Services, Inc. ("GTSI")
and BTG, Inc. ("BTG") issued a joint press release announcing that they had
signed a letter of intent for the purchase by GTSI of BTG's product sales
division. For additional information, please see the attached press
release.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated December 19, 1997
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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, thereunto duly authorized.
Date: December 19, 1997
GOVERNMENT TECHNOLOGY SERVICES, INC.
By: /s/ M. DENDY YOUNG
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M. Dendy Young
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT |
NUMBER | DESCRIPTION
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99.1 | Press release dated December 19, 1997
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Exhibit 99.1
[GTSI Logo]
Government Technology Services, Inc.
4100 Lafayette Center Drive
Chantilly, VA 20151-1200
(703) 502-2000
www.gtsi.com
CONTACTS:
Fern Krauss Theda Parrish
ESTN Communications BTG
(301) 424-9140 (703) 383-8145
[email protected] [email protected]
[email protected]
BTG SELLS PRODUCT SALES DIVISION TO GTSI
CHANTILLY, VA (December 19, 1997) -- BTG, Inc. (Nasdaq:BTGI) and
Government Technology Services, Inc. (GTSI) (Nasdaq:GTSI) today announced
that they signed a letter of intent whereby BTG would sell substantially
all of the assets of the BTG division responsible for reselling computer
hardware, software and integrated systems to the Federal Government to GTSI
in exchange for three million shares of GTSI stock and eight million
dollars in cash. BTG would end up owning 30.8% of the stock of GTSI. In
addition, BTG would be entitled to one seat on GTSI's Board of Directors
and the two companies would mutually agree to a second director. The
transaction is subject to approval of the shareholders of GTSI.
BTG's and GTSI's management believe this transaction will be positive
for all concerned parties because the business partnership allows BTG to
focus on and grow its services and integration businesses, obtaining the
necessary COTS (commercial off-the-shelf) products from GTSI, and permits
GTSI to strengthen and consolidate its dominant federal reseller channel
position so that GTSI may better compete in the federal information
technology segment.
BTG President and CEO, Dr. Edward H. Bersoff said, "This transaction
will allow BTG to continue to focus on and grow our core business which is
to provide services and support to Government and commercial customers.
Shareholders, customers, and suppliers will benefit from the size and focus
of the two companies. Plus, we and our customers would still share in the
logistical efficiencies that GTSI brings to the table."
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BTG SELLS PRODUCT SALES DIVISION TO GTSI Page -2-
Commenting on the acquisition, Dendy Young, President and CEO of GTSI
said, "GTSI will be able to leverage its existing distribution infra-
structure to provide aggressively-priced product on a timely basis to BTG's
and GTSI's customers. This transaction will cement GTSI's position as the
dominant federal channel information technology reseller and enable the
company to better compete in the federal information technology segment."
Dendy Young also noted, "I am very pleased that Dr. Bersoff will be joining
our Board of Directors and that the two companies will be working closely
together in the future."
The transaction is expected to take several months to complete.
GTSI reported a net income of $1.9 million, or $0.27 per share, in the
third quarter of calendar 1997. For the same period, BTG reported a loss
of $2.3 million, or $0.27 per share.
Except for historical information, all of the statements, including
the benefits of the transaction for both companies, expectations and
assumptions contained in the foregoing are "forward-looking statements"
(within the meaning of the Private Securities Litigation Reform Act of
1995) that involve a number of risks and uncertainties. It is possible
that the assumptions made by management for purposes of such statements may
not materialize. Actual results may differ materially from those projected
or implied in any forward-looking statements. In addition to the above
factors, other important factors that could cause actual results to differ
materially are those listed in the Company's most recent report on Form 10-
K and included from time to time in other documents filed by the Company
with the Securities and Exchange Commission.
BTG provides information technology services and products to
government and commercial clients. The company specializes in systems
engineering, integration and network systems, internet/intranet/extranet
access and services. The company is headquartered in Fairfax, Virginia.
Additional information on BTG is available on the Internet at www.btg.com
by e-mail or [email protected], or by calling 703-383-8000.
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BTG SELLS PRODUCT SALES DIVISION TO GTSI Page -3-
GTSI is the largest dedicated government reseller providing broad-
based information technology solutions. The Company offers access to over
100,000 information technology products from more than 2,000 manufacturers.
Headquartered in the Washington metropolitan area, GTSI employs approx-
imately 400 people and provides products and services to Federal, state and
local government customers worldwide. Founded in 1983, GTSI has been
ranked by Computer Reseller News as one of the top 10 resellers nationwide
every year since 1993, when CRN began ranking resellers. Further
information may be obtained on the Internet at www.gtsi.com.
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GTSI is a registered service mark of Government Technology Services, Inc.
All other trademarks and service marks are proprietary to their respective
owners.
