UNITED STATES
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): JULY 11, 1997
CTA INCORPORATED
(Exact name of registrant as specified in its charter)
COLORADO 33-44510 84-0797618
(State or other jurisdiction (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
6116 EXECUTIVE BOULEVARD, ROCKVILLE, MARYLAND 20852
(Address of principal executive offices) (Zip Code)
(301) 816-1200
(Registrant's telephone number, including area code)
<PAGE>
CTA INCORPORATED
FORM 8-K
CURRENT REPORT
JULY 11, 1997
Item 1. Changes in Control of Registrant
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
On July 11, 1997, the Company entered into an Asset Acquisition
Agreement with Orbital Sciences Corporation under which the Company will sell
to Orbital its Space and Telecommunications Systems business and the Mobile
Information and Communications Services business in exchange for $18,000,000
(less retained receivables of at least $6 million) in cash, subject to certain
adjustments and a $3 million holdback, and to assume certain liabilities of
the Company. In addition, Orbital will pay to certain lenders of the Company
an aggregate of $27 million in partial or full satisfaction of the Company's
obligations to such lenders. The Company will also be entitled to receive
certain deferred consideration for future sales of STARBus satellites and
satellite buses and 3% of all cumulative revenues attributable to GEMtrak
tracking system in excess of a threshold amount of $50 million. The Sale is
subject to approval by the shareholders of the Company, the satisfaction or
the waiver of a number of conditions and to certain regulatory matters.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit - Press Release dated July 14, 1997
<PAGE>
SIGNATURE
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.
CTA INCORPORATED
JULY 21, 1997 /S/ GREGORY H. WAGNER
Gregory H. Wagner
Executive Vice President,
Chief Financial Officer,
Principal Accounting Officer
and Treasurer
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Dave Johnson
301-816-1477
www.cta.com
CTA Information Technology Services Company (ITSC)
Poised for Growth Following Sale of Space Business
ROCKVILLE, MD (14 July, 1997) CTA INCORPORATED's recently announced sale of its
Space and Telecommunications business to Orbital Sciences Corporation signals
CTA's strategic intent to focus its full attention toward aggressively
developing its Information Technology Services business. As a $100 million
provider of IT services to the Federal, State and commercial markets, CTA
Information Technology Services Company (ITSC) is well positioned both
technically and financially to achieve sustained growth. The company's
current offerings include network design and implementation, mainframe to
client sever conversions, software language upgrades, database development
and maintenance, electronic data interchange and automated enterprise
management technologies.
As a direct result of its position as one of the country's leading providers
of Year 2000 date conversion solutions, CTA's State and commercial sales have
increased by more than 400% to $30 million in the past 12 months. The Company
currently has Year 2000 vendor relationships with 12 State governments along
with numerous Federal agencies and a growing list of commercial clients.
According to Mr. Terry Piddington, ITSC's Chief Operating Officer, "The heavy
demand for CTA's Year 2000 services is a direct result of the high value, full
systems solutions that we offer our clients. These solutions emanate from the
four years of experience CTA has in completing Year 2000 projects. CTA currently
has highly automated Year 2000 conversion centers located in Austin, TX and
Lincoln, NE. Additional centers will be opened in Colorado Springs, CO and
Rockville, MD in the near future."
With over 800 current employees, CTA ITSC will continue to perform IT services
for the Federal Government under long term contracts with the U.S. Navy, U.S.
Air Force, FAA, Department of Justice, Department of the Treasury, Department
of Veterans Affairs, GSA and other agencies. "We intend to maintain and serve
our traditional customers while we continue our rapid growth in the Year 2000
and commercial markets," Mr. Raymond McMillan, ITSC's President states. "CTA
has never been better positioned in the marketplace. Our plan calls for us to
become a $250 million IT services provider by 1999 with at least 50% of our
revenue derived from the State and commercial markets. Our strong financial
position following the sale of the Space and Telecommunications business, will
allow CTA ITSC to augment the substantial internal growth we are experiencing
with strategic acquisitions to achieve this goal."
Founded in 1979, CTA is a long time Federal government contractor with
experience in information system engineering, design, integration and
development. In recent years ITSC has begun to provide information technology
services to commercial clients and State government agencies as well.
Headquartered in Rockville, MD, CTA ITSC has over 20 offices nationwide to
support its extensive customer base.
