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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): August 29, 1997
Neodata Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-63838 75-2333190
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
833 W. South Boulder Road
Louisville, Colorado 80027
(Address of Principal Executive Offices,
Including Zip Code)
Registrant's telephone number, including area code: (303)666-7000
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Item 1. Changes in Control of Registrant.
On August 29, 1997, Electronic Data Systems Corporation, a Delaware
corporation ("EDS"), acquired all of the outstanding capital stock of Neodata
Corporation, a Delaware corporation and the holder of all outstanding capital
stock of the Registrant ("Holding"), pursuant to the Agreement and Plan of
Merger dated as of August 7, 1997 (the "Merger Agreement") among EDS, Ramcad
Corporation, a Delaware corporation and a wholly-owned subsidiary of EDS
("Ramcad"), and Holding. Pursuant to the Merger Agreement, Ramcad was merged
with and into Holding (the "Merger"), with Holding surviving the Merger as a
wholly-owned subsidiary of EDS, and each outstanding share of common stock of
Holding was converted into the right to receive $2.60 per share and each
outstanding share of Class A Convertible Preferred Stock - Series 2 of Holding
was converted into the right to receive $7.6727090241. All outstanding options
and warrants were converted into the right to receive the consideration
applicable to the shares of stock underlying such options and warrants, less the
applicable exercise price, if any. As a result of the Merger, the Registrant
became an indirect wholly-owned subsidiary of EDS. EDS acquired the funds
necessary to consummate the Merger from working capital and borrowings under its
commercial paper facilities.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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2.1 Agreement and Plan of Merger dated August 7, 1997 among EDS,
Ramcad and Holding (incorporated by reference from Exhibit
2.1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 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 hereunto duly authorized.
NEODATA SERVICES, INC.
By: /s/ Nicholas J. Cuccaro
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Name: Nicholas J. Cuccaro
Title: Senior Vice President and Chief
Financial Officer
August 29, 1997
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