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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):
MARCH 30, 2000
PEROT SYSTEMS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-22495 75-2230700
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(972) 340-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 30, 2000, Perot Systems Corporation (the "Company"), through a
wholly-owned acquisition subsidiary, completed the acquisition of substantially
all of the assets (the "Assets") of Solutions Consulting, Inc., a Pennsylvania
corporation ("SCI") for approximately $122,100,000 ($72,100,000 cash and
1,965,602 shares of Class A Common Stock, $.01 par value per share, of the
Company (the "Common Stock")) plus the assumption of certain liabilities. The
Assets include contractual rights, workforce in place and various tangible and
intangible assets. The sale was consummated pursuant to an Asset Purchase
Agreement between the Company, PSSC Acquisition Corporation, a Delaware
corporation (now Solutions Consulting LLC, a Delaware limited liability
company), SCI, Mark G. Miller, a Pennsylvania resident, and Sanford B. Ferguson,
a Pennsylvania resident (the "SCI Agreement"). SCI is a provider of information
technology and system integration consulting services. The Company will use the
Assets to continue operating the business previously operated by SCI. The
Company paid the cash portion of the consideration for the sale out of its cash
on hand.
The consideration for the purchase of the Assets was determined by
arm's-length negotiations between representatives of the Company and SCI.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial information required in connection with the
purchase of substantially all of the assets of SCI are not included in
this initial report. Historical financial statements required in
connection with the SCI acquisition will be filed within sixty (60)
days after the date of this report.
(b) Pro Forma Financial Information.
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the
pro forma financial information required in connection with the
purchase of substantially all of the assets of SCI are not included in
this initial report. Pro forma financial statements required in
connection with the SCI acquisition will be filed within sixty (60)
days after the date of this report.
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(c) Exhibits.
Exhibit
Number Description
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**2.1 Asset Purchase Agreement, dated as of March 1, 2000, by and
among Perot Systems Corporation, a Delaware corporation, PSSC
Acquisition Corporation, a Delaware corporation, Solutions
Consulting, Inc., a Pennsylvania corporation, Mark G. Miller, a
Pennsylvania resident, and Sanford B. Ferguson, a Pennsylvania
resident.
*2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of March
30, 2000, by and among Perot Systems Corporation, a Delaware
corporation, PSSC Acquisition LLC (formerly PSSC Acquisition
Corporation), a Delaware limited liability company and wholly
owned subsidiary of Perot Systems Corporation, Solutions
Consulting Inc., a Pennsylvania corporation, Mark G. Miller, and
Sanford B. Ferguson.
* Filed herewith.
** Incorporated by reference to Exhibit 10.42 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 14, 2000 PEROT SYSTEMS CORPORATION
By: /s/ Terry Ashwill
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Terry Ashwill
Vice President and Chief Financial
Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
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**2.1 Asset Purchase Agreement, dated as of March 1, 2000, by and
among Perot Systems Corporation, a Delaware corporation, PSSC
Acquisition Corporation, a Delaware corporation, Solutions
Consulting, Inc., a Pennsylvania corporation, Mark G. Miller, a
Pennsylvania resident, and Sanford B. Ferguson, a Pennsylvania
resident.
*2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of March
30, 2000, by and among Perot Systems Corporation, a Delaware
corporation, PSSC Acquisition LLC (formerly PSSC Acquisition
Corporation), a Delaware limited liability company and wholly
owned subsidiary of Perot Systems Corporation, Solutions
Consulting Inc., a Pennsylvania corporation, Mark G. Miller, and
Sanford B. Ferguson.
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* Filed herewith.
** Incorporated by reference to Exhibit 10.42 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999.
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EXHIBIT 2.2
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT, is dated as of March
30, 2000 (the "Amendment") by and among Perot Systems Corporation, a Delaware
corporation ("PSC"), PSSC Acquisition LLC, a Delaware limited liability company
and wholly owned subsidiary of PSC ("Acquisition Sub"), Solutions Consulting
Inc., a Pennsylvania corporation (the "Company"), Mark G. Miller (the "Principal
Shareholder"), and Sanford B. Ferguson ("SBF").
WHEREAS, PSSC Acquisition Corporation, a Delaware corporation
("Acquisition Corp."), was converted into a Delaware limited liability company;
WHEREAS, PSC, Acquisition Sub (as successor to Acquisition Corp.), the
Company, Principal Shareholder and SBF are parties to that certain Asset
Purchase Agreement dated March 1, 2000 pursuant to which Acquisition Sub will
purchase substantially all of the assets of the Company (the "Agreement");
WHEREAS, the parties desire to amend the Asset Purchase Agreement on
the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, and in reliance on the representations and warranties, herein
contained, the parties hereby agree as follows:
1. Amendment to Section 4.13(d). Section 4.13(d) is hereby amended by deleting
such section in its entirety and replacing such section with the following new
Section 4.13(d):
"(d) Simultaneously with the Closing, PSC will reserve a number of
shares of Common Stock for option grants under the Plan equal to (i)
3,900,000 plus (ii) an amount equal to the number of Standard Options
and Performance Options terminated under Sections 4.13(b) and (c),
respectively, if any, for recruiting new employees and for existing
employees to reward extraordinary performance (the "Reserved Options").
The Performance Options referred to in the previous sentence will
retain their characterization as Performance Options. Reserved Options
for a given position will be granted from time to time at the request
of management of Acquisition Sub at fair market value on the Grant Date
subject to the limitations for any given skill level set forth in
Schedule 4.13(d). All Reserved Options will contain a five-year vesting
schedule except for those that retained their Performance Option
characteristics, which will have the vesting
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schedule applicable to Performance Options. With respect to any
previously accelerated vesting realized under outstanding Performance
Options prior to the Grant Date, the Performance Options granted under
this Section 4.13(d) will provide that such Performance Options will
vest with respect to such previously accelerated vesting upon the later
of (i) March 31, 2004 or (ii) the second anniversary of the date of
grant under this Section 4.13(d); provided, that the grantee remains an
employee of PSC at that time and any other conditions to vesting under
the Performance Options have been fulfilled; provided further, that if
such vesting creates variable accounting treatment for such options,
the parties will determine an equitable alternative for such options
that does not create such accounting treatment. All other terms of the
Performance Options will remain unchanged. While no legal commitment of
any nature is made hereby, additional options may be made available for
grant by Acquisition Sub depending on Acquisition Sub's performance.
This Section 4.13(d) will survive the Closing, but shall expire and be
of no force and effect as of and following the Autonomy Termination
Date (as defined in the Performance Options) except for an Autonomy
Termination Date that occurs solely because SBF ceases to be employed
by Acquisition Sub."
2. Amendment to Section 4.21. Section 4.21 is hereby amended by deleting such
section in its entirety and replacing such section with the following new
Section 4.21:
"Headquarters Building. Prior to the Closing, the Company will sell to the
Principal Shareholder or his designee the real estate and improvements owned
by the Company and located in Canonsburg, Pennsylvania (the "Headquarters
Building") under the terms set forth in Schedule 4.21. At the Closing,
Acquisition Sub will lease space in the Headquarters Building from the
purchaser to serve as the primary office of Acquisition Sub in accordance
with the terms set forth in Schedule 4.21."
3. Amendment to Section 4.22. Section 4.22 is hereby amended by adding the
following sentence to the end of such section:
"This Section 4.22 will survive the Closing."
4. Amendment to Section 4.23(b). Section 4.23(b) is hereby amended by deleting
such section in its entirety and replacing such section with the following new
Section 4.23(b):
"(b) Without prejudice to the rights of any Person under the
Performance Options, it is PSC's current intention to permit
Acquisition Sub, during the period commencing on the Closing Date and
ending on the Autonomy Termination Date, to be operated in
substantially the same manner as the Company has operated prior to the
Closing unless otherwise agreed by the Principal Shareholder or the
President, except with respect to the issuance of securities (including
debt securities), the consummation of any merger, consolidation,
reorganization, disposition of material
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assets other than in the ordinary course of business of the Company, or
similar transaction, the incurrence of capital expenditures in excess
of $300,000 in any fiscal year, or the amendment of its articles of
incorporation or bylaws. Nothing contained in this provision shall
serve to limit or restrict the legal rights of PSC with respect to
Acquisition Sub. This Section 4.23(b) will survive the Closing."
5. Amendment to Section 4.25. Section 4.25 is hereby amended by deleting such
section in its entirety and replacing such section with the following new
Section 4.25:
"Allocation of Purchase Price. Buyers and Sellers will promptly appoint an
accounting or appraisal firm reasonably acceptable to each party (the
"Appraiser") to determine an allocation of the Purchase Price among the
Assets. The Appraiser will be engaged to deliver a draft allocation as soon
as practicable after the Closing Date. Buyers and Sellers will act
reasonably to agree to a final allocation which will be deemed to be
attached to the Agreement as Schedule 4.25. Buyers and Sellers will report
the transactions contemplated hereby on all Tax Returns (including
information returns and supplements thereto required to be filed by Buyers
and Sellers under the Code) in a manner consistent with such final
allocation, as may be adjusted in accordance with GAAP after the Closing,
with the reasonable consent of the Representative (as defined in the
Performance Options). This Section 4.25 will survive the Closing."
6. Amendment to Section 4.26. Section 4.26 is hereby amended by adding the
following sentence to the end of such section:
"This Section 4.26 will survive the Closing."
7. Amendment to Section 4.27. Section 4.27 is hereby amended by adding the
following sentence to the end of such section:
"This Section 4.27 will survive the Closing."
8. Amendment to Section 4.28. Section 4.28 is hereby amended by adding the
following sentence to the end of such section:
"This Section 4.28 will survive the Closing."
9. Amendment to Section 5.1(f). Section 5.1(f) is hereby amended by deleting
such section in its entirety and replacing such section with the following new
Section 5.1(f):
"(f)The Company will have delivered to Buyers Five-Year Non-Competition
Agreement executed by five (5) of the six (6) Significant Personnel (to be
mutually determined upon execution of this Agreement)."
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10. Amendment to Section 7.2. Section 7.2 is hereby amended by deleting the
reference to Kirkpatrick & Lockhart LLP and inserting in its place the
following:
"Sweeney Metz Fox McGrann & Schermer, LLC
11 Stanwix Street, 18th Floor
Pittsburgh, Pennsylvania 15222
Attn: John W. Lewis, II, Esq.
Telecopy: (412) 918-1199"
11. In accordance with Section 4.3 of the Agreement, Buyers hereby consent to
the disclosures contained in that certain Supplement to Schedules to Asset
Purchase Agreement dated March 30, 2000, and agree that such supplement will be
deemed to constitute a part of the Schedules provided by Sellers to Buyers under
the Agreement.
12. Miscellaneous.
(a) All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(c) This Amendment is intended to amend the Agreement. Except as
specifically set forth herein, all other terms and conditions of the Agreement
shall remain in full force and effect without modification.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
PEROT SYSTEMS CORPORATION
By: /s/ John E. Harper
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Name: John E. Harper
Title: Treasurer and Director of Corporate
Development
PSSC ACQUISITION LLC
By: /s/ John E. Harper
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Name: John E. Harper
Title: Vice President and Treasurer
SOLUTIONS CONSULTING, INC.
By: /s/ Mark G. Miller
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Name: Mark G. Miller
Title: Chief Executive Officer
/s/ Mark G. Miller
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MARK G. MILLER
/s/ Sanford B. Ferguson
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SANFORD B. FERGUSON
