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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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H.T.E., Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
403926108
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(CUSIP Number)
John Sterling, 1601 Elm Street, Suite 3000, Dallas, Texas 75201, (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 8, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or
Section 240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 403926108 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyler Technologies, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 5,618,952
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,618,952
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,618,952
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 403926108 Page 3 of 4
Item 1. Security and Issuer.
This Schedule 13D (this "Filing") relates to the Common Stock, $0.01
par value ("HTE Common Stock"), and voting and other contractual rights relating
thereto, of H.T.E., Inc., a Florida corporation (the "Company"), which has its
principal executive offices located at 1000 Business Center Drive, Lake Mary,
Florida 32746. The purpose of this Filing is to reflect the beneficial ownership
of HTE Common Stock by Tyler Technologies, Inc., a Delaware corporation.
Item 2. Identity and Background.
(a) Tyler Technologies, Inc. ("Tyler")
(b) 2800 West Mockingbird Lane, Dallas, Texas 75235
(c) Tyler is a leading consolidator and provider of document and
information management outsourcing and other services to
county, municipal and local governments. Tyler provides data
warehousing, electronic document management systems and
services, information management outsourcing services,
property records database information services, software
systems and other professional services for local governments,
as well as title record and other governmental database
information and services to commercial customers.
(d) Tyler has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Tyler has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 8, 1999, Tyler exercised its option to purchase 588,688
shares of HTE Common Stock from Dennis Harward ("DH") in exchange for 294,344
shares of Tyler Common Stock and 380,264 shares of HTE Common Stock from Jack
Harward ("JH") in exchange for 190,132 shares of Tyler Common Stock. However, as
of December 8, 1999, the exchange had not been completed.
On August 17, 1999, Tyler entered into a stock purchase agreement with
DH and JH (the "Purchase Agreement"). Under the Purchase Agreement, DH sold to
Tyler 2,825,110 shares of HTE Common Stock in exchange for 1,412,555 shares of
Tyler Technologies, Inc. common stock, $0.01 par value per share ("Tyler Common
Stock"), and JH sold to Tyler 1,824,890 shares of HTE Common Stock in exchange
for 912,445 shares of Tyler Common Stock.
Under the Purchase Agreement and effective until March 31, 2000, the
parties agreed to put and call options on other shares of HTE Common Stock owned
by DH and JH. Pursuant to these options, DH has the right and option to put to
Tyler and Tyler has the right to call from DH an additional 588,688 shares of
HTE Common Stock in exchange for 294,344 shares of Tyler Common Stock, and JH
has the right and option to put to Tyler and Tyler has the right to call from JH
an additional 380,264 shares of HTE Common Stock in exchange for 190,132 shares
of Tyler Common Stock.
Item 4. Purpose of Transaction.
On December 8, 1999, Tyler submitted shareholder proposals to the
Company for inclusion in the Company's proxy materials for the solicitation of
proxies in connection with the next annual meeting of the Company's
shareholders. These proposals included amendments to the Articles of
Incorporation of the Company, which would allow shareholders to fix the number
of directors, fix the number of directors at nine, eliminate the classified
Board of Directors, and allow shareholders to fill vacancies in the Board of
Directors. The proposals also included the removal of the current Board of
Directors and submitted a slate of nine nominees for election as directors to
fill expiring terms and vacancies created by the removal of directors and the
increase in the number of directors to nine.
Tyler reserves the right to acquire, or cause to be acquired,
additional securities of HTE, to dispose of, or cause to be disposed of, such
securities at any time or to formulate other purposes, plans or
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CUSIP NO. 403926108 Page 4 of 4
proposals regarding HTE or any of its securities, to the extent deemed advisable
by Tyler.
Item 5. Interest in Securities of the Issuer.
(a) Tyler is deemed to beneficially own 5,618,952 shares of HTE Common
Stock. Of those shares deemed to be beneficially owned by Tyler, all shares were
purchased with shares of Tyler Common Stock.
The percentage calculations are based upon 17,399,442 shares of HTE
Common Stock outstanding on November 5, 1999, as reported in the Company's most
recent Quarterly Report on Form 10-Q, filed November 15, 1999.
(b) Tyler may be deemed to have sole voting and dispositive power over
5,618,952 shares of HTE Common Stock.
(c) See Items 3 above.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.1 Shareholder Proposals of Tyler Technologies, Inc.
submitted to HTE, Inc.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
TYLER TECHNOLOGIES, INC.
December 13, 1999 /s/ John Yeaman
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By: John Yeaman, President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1.1 Shareholder Proposals of Tyler Technologies, Inc. submitted to
HTE, Inc.
</TABLE>
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EXHIBIT 1.1
SHAREHOLDER PROPOSALS
PROPOSAL ONE - AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO ALLOW
SHAREHOLDERS TO FIX THE NUMBER OF DIRECTORS; FIXING THE NUMBER OF DIRECTORS AT
NINE
Tyler Technologies, Inc. and Sam Bain, shareholders of the Company (the
"Proposing Shareholders") propose that the Company's Articles of Incorporation
be amended to reserve to the Company's shareholders the right to fix the number
of directors, and to fix the number of directors at 9. Specifically, the
Proposing Shareholders propose that the shareholders vote to approve and adopt
the following resolution:
"RESOLVED that Article VI, Section A of the Company's Articles of
Incorporation be amended to read in its entirety as follows:
The Corporation's Board shall consist of not less than three
(3) nor more than nine (9) members, with the exact number to
be fixed from time to time by action of the Corporation's
shareholders, but which number shall be fixed at nine (9)
until decreased by action of the shareholders."
This proposal, if approved by the Company's shareholders, would
increase the number of members on the Board of Directors from six (6) (or such
other number as has been or may be fixed from time to time by the Board of
Directors) to nine (9). Pursuant to Proposal Five below, the Proposing
Shareholders have proposed nine (9) nominees to fill such number of
directorships.
PROPOSAL TWO - AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO ELIMINATE
THE CLASSIFIED BOARD OF DIRECTORS
The Proposing Shareholders propose that the Company's Articles of
Incorporation be amended to eliminate the classified Board of Directors. In
order to declassify the Board of Directors, the Proposing Shareholders propose
that the shareholders vote to approve and adopt the following resolution:
"RESOLVED, that the shareholders hereby amend Article VI, Section A of
the Articles of Incorporation by deleting the third, fourth and fifth
sentences thereof."
The sentences to be deleted read as follows:
The Board shall be divided into three classes, Class I, Class
II and Class III with the directors of each class to be
elected for a staggered term of three years an to serve until
their successors are duly elected and qualified or until their
earlier resignation, death or removal form office. The number
of directors elected to each class shall be as nearly equal in
number as possible. The Board shall apportion any increase or
decrease in the number of directorships among the classes
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so as to make the number of directors in each class as nearly
equal as possible.
The Company's Board of Directors currently is divided into three
classes of two directors each. Two directors are elected annually for a period
of three years at each annual meeting of shareholders to serve until their
successors are duly elected and qualified. Removing the classified Board would
enable the Company's shareholders to elect annually all members of the Board to
serve one-year terms. Under the Company's current system, three annual meetings
are required to remove all of the Company's existing directors.
PROPOSAL THREE - AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO ALLOW
SHAREHOLDERS TO FILL VACANCIES IN THE BOARD
The Proposing Shareholders propose that the Company's Articles of
Incorporation be amended to provide that vacancies in the Board can be filled by
the Company's shareholders. To permit shareholders to fill vacancies in the
Board, the Proposing Shareholders propose that the shareholders vote to approve
and adopt the following resolution:
"RESOLVED, that Article VI, Section B of the Company's Articles of
Incorporation be amended to read in its entirety as follows:
B. DIRECTOR VACANCIES. Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification,
removal, increase in the number of directors or otherwise, a
majority of the directors in office, although less than a
quorum of the entire Board, or the shareholders may fill the
vacancy or vacancies for the balance of the unexpired term or
terms, at which time a successor or successors shall be duly
elected by the shareholders."
The current Articles of Incorporation provide that vacancies on the
Board of Directors may be filled only by the directors then in office. The
Articles of Incorporation specifically prevent the Company's shareholders from
filling vacancies on the Board. The proposed amendment would allow shareholders
to elect the persons to fill the vacancies on the Board of Directors which would
be created by the Proposing Shareholders' proposals to increase the size of the
Board of Directors, as well as the vacancies that would be created by the
proposal described below to remove all existing directors.
PROPOSAL FOUR - REMOVAL OF DIRECTORS
The Proposing Stockholders are asking the stockholders to remove all
members of H.T.E.'s Board of Directors as of the date of the Annual Meeting. The
Proposing Shareholders propose that the following resolution be approved and
adopted:
"RESOLVED, that each current member of the Board of Directors of the
Company (other than those elected at the Annual Meeting of
shareholders) is hereby removed
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and the office of each member of the Board of Directors is hereby
declared vacant."
This proposal, if adopted, would enable the shareholders to elect
persons to fill each seat on the Board. H.T.E.'s Board of Directors currently
consists of O. F. Ramos and Edward A. Moses, whose terms expire in 2000; Raymond
Ambrose and L. A. Gornto, Jr., whose terms expire in 2001; and Bernard B.
Markey, whose term expires in 2002.
PROPOSAL FIVE - ELECTION OF TYLER'S NOMINEES FOR DIRECTOR
The Proposing Shareholders are asking the shareholders to elect nine
persons to fill the vacant directorships proposed to be created by Proposals One
and Four, above. The Proposing Shareholders' nominees for the office of director
are as follows, in each case to serve until the next annual meeting of
shareholders:
LOUIS A. WATERS, age 61, has served as Chairman of the Board of Tyler
Technologies, Inc. ("Tyler") since October 1997 after being appointed director
of Tyler in August 1997. Mr. Waters is a member of the Executive Committee, the
Audit Committee, and the Compensation Committee of the Tyler Board. Mr. Waters
was the founding Chairman of the Board and Chief Executive Officer of
Browning-Ferris Industries, Inc. ("BFI"). He recently directed BFI's
international activities, serving as Chairman and Chief Executive Officer of BFI
International, Inc. from 1991 to March 1997, at which time he retired from
full-time employment with BFI. From 1988 to March 1997, Mr. Waters was Chairman
of the BFI Finance Committee, and from 1980 through 1988, he was Chairman of the
BFI Executive Committee. Mr. Waters also served as Chairman of the Board and
Chief Executive Officer of BFI from 1969 through 1980. Mr. Waters is also a
director of Team, Inc., which is a public company providing industrial repair
services including leak repair, hot tapping, emissions control, concrete repair
and energy management services.
WILLIAM D. OATES, age 58, has been Chairman of the Executive Committee
of Tyler since December 1998, and a director of Tyler since February 1998. He
has been Chairman of the Board of Business Resources Corporation ("BRC") since
its inception in 1993 and President of BRC from 1993 until September 1998 and
from December 1998 until the present. From 1987 through 1994, Mr. Oates acquired
or formed and served as President or a principal executive officer of American
Title Company of Dallas, Austin Title Company, Commercial Abstract and Title
Company, and other title insurance agencies in Texas, as well as a title
insurance underwriting company. Mr. Oates held these companies through American
Title Company of Dallas, of which he was the principal owner and President until
his sale of the company in November 1994. Mr. Oates was appointed director of
Tyler in February 1998 following Tyler's acquisition of BRC and is Chairman of
the Executive Committee of the Tyler Board.
JOHN M. YEAMAN, age 58, is President and Chief Executive Officer of
Tyler, a position he has held since December 1998. Mr. Yeaman was appointed to
the Tyler Board in February 1999. From September 1998 until December 1998, Mr.
Yeaman served as President and Chief Executive Officer of Business Resources
Corporation ("BRC"), a subsidiary of Tyler. Mr. Yeaman had previously been
employed by Electronic Data Systems Corporation ("EDS"), where he served as the
director of a worldwide Strategic Support Unit managing $2 billion in real
estate assets. Prior to that position, Mr. Yeaman had been associated with EDS
as a service provider since 1980. Mr. Yeaman
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began his career with Eastman Kodak Company. Mr. Yeaman also serves on the Board
of Directors of Eagle National Bank in Dallas.
JOHN D. WOOLF, age 55, has been the Senior Vice President -
Administration for Tyler since December 1999. From 1994 to present, Mr. Woolf
has been the Executive Vice President and Chief Financial Officer of BRC. From
1987 through 1994, Mr. Woolf served as a director and Executive Vice President
and Chief Financial Officer of American Title. Prior to that time, Mr. Woolf
served as Vice President-Finance and Treasurer of Records of American Title,
working with Mr. Oates in negotiating and consummating multiple acquisitions and
mergers from 1984 through 1986. Mr. Woolf has also held finance and accounting
positions with Tyler, including serving as Controller of Atlas Powder Company, a
former subsidiary of Tyler, from 1977 through 1979.
THEODORE L. BATHURST, age 50, has been the Vice President and Chief
Financial Officer of Tyler since October 1998. Mr. Bathurst was previously an
audit partner in the Dallas office of KPMG Peat Marwick LLP for more than five
years, where he served as engagement partner on the accounts of a wide variety
of information technology, communications, and high technology companies. Mr.
Bathurst was also designated by KPMG as a SEC partner responsible for the review
of filings made by public companies with the SEC. Mr. Bathurst, a certified
public accountant, serves as a board member of both the Dallas Chapter and the
Texas Society of CPAs.
BRIAN K. MILLER, age 41, has been Vice President-Finance and Treasurer
of Tyler since December 1997. From June 1986 through December 1997, Mr. Miller
held various senior financial management positions at Metro Airlines, Inc.
("Metro"), a regional airline holding company. Mr. Miller was Chief Financial
Officer of Metro from May 1991 to December 1997 and also held the office of
President of Metro from January 1993 to December 1997. From March 1994 to
November 1995, Mr. Miller also held the position of Vice President and Chief
Financial Officer of Lone Star Airlines, a regional airline. Mr. Miller is a
certified public accountant.
H. LYNN MOORE, JR., age 32, has served as Corporate Counsel of Tyler
since September 1998. Prior to joining Tyler, Mr. Moore was an attorney with the
Dallas office of Hughes & Luce for more than five years.
JOHN S. MARR, JR., age 39, has served as President of Process,
Incorporated d/b/a MUNIS, a subsidiary of Tyler since April 1999, for more than
five years.
RONALD E. GOODROW, age 48, has served as Southern Operations Manager of
MUNIS since August 1999. Prior to joining MUNIS, Mr. Goodrow was with HTE, Inc.
from 1988 and most recently served as its Vice President-Operations. From 1987
to 1988, he was employed by GCC Beverage Corporation, where he was Vice
President of Information Systems. From 1980 to 1987, he was Vice President of
Dynamic Control Corporation (Baxter Travenol), a healthcare company.
SECURITY OWNERSHIP OF THE PROPOSING SHAREHOLDERS
Tyler beneficially owns 5,618,952 shares of H.T.E. Common Stock. Sam
Bain beneficially owns 20,000 shares of H.T.E. Common Stock. To the best of our
knowledge, none of the Proposing Shareholders' nominees or any associate or
immediate family member of such nominees beneficially
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owns any shares of H.T.E. Common Stock.
None of our nominees for director, or any associate or immediate family
member of any of the foregoing persons is or has within the past year been a
party to any contract, arrangement or understanding with respect to any
securities of H.T.E. To the best of our knowledge, none of our nominees for
director, or any associate or immediate family member of any of the foregoing
persons has been convicted in a criminal proceeding.
We have agreed to indemnify each of our nominees against all
liabilities, including liabilities under the federal securities laws, in
connection with this proxy statement and such person's involvement in the
operation of H.T.E. and to reimburse such nominees for their related
out-of-pocket expenses.
