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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): June 14, 1999
T-NETIX, INC.
(Exact name of registrant as specified in charter)
COLORADO 0-25016 84-1037352
(State or Other Jurisdiction (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
67 INVERNESS DRIVE EAST, SUITE 100 ENGLEWOOD, CO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 790-9111
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 1999, the merger between a wholly-owned subsidiary of T-NETIX,
Inc. ("T-NETIX") and Gateway Technologies, Inc. ("Gateway"), pursuant to which
Gateway became a wholly-owned subsidiary of T-NETIX (the "Merger") was
completed. Gateway is a provider of inmate telecommunications services.
The Merger Agreement included up to approximately 4.05 million shares of T-NETIX
common stock being issued to the former shareholders of Gateway based on a
5.0375-for-1 exchange ratio. The Merger will be accounted for as a pooling of
interests. A copy of the press release is attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Gateway balance sheets as of December 31, 1998 and 1997, and the
related statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1998
are incorporated herein by reference to the Registrant's Definitive
Proxy Statement on Schedule 14A filed with the Commission on May 10,
1999.
(b) Pro Forma Financial Information
The unaudited pro forma financial information for Registrant and
Gateway required by this item are incorporated herein by reference to
the Registrant's Definitive Proxy Statement on Schedule 14A filed with
the Commission on May 10, 1999.
(c) Exhibits
Exhibit B Agreement and Plan of Merger, dated February 10, 1999,
by and among T-NETIX, Gateway, T-NETIX Acquisition Corp.
and certain shareholders of T-NETIX and Gateway,
incorporated herein by reference to Appendix A of the
Registrant's Definitive Proxy Statement on Schedule 14A
filed with the Commission on May 10, 1999.
Exhibit 99.1 Registrant's press release, dated June 15, 1999
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
T-NETIX, Inc.
Dated: June 23, 1999 BY: /s/ Alvyn A. Schopp
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Alvyn A. Schopp, Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit B Agreement and Plan of Merger, dated February 10, 1999,
by and among T-NETIX, Gateway, T-NETIX Acquisition Corp.
and certain shareholders of T-NETIX and Gateway,
incorporated herein by reference to Appendix A of the
Registrant's Definitive Proxy Statement on Schedule 14A
filed with the Commission on May 10, 1999.
Exhibit 99.1 Registrant's press release, dated June 15, 1999
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EXHIBIT 99.1
T-NETIX, INC.
67 INVERNESS DRIVE EAST
ENGLEWOOD, CO 80112
WEB SITE: HTTP://WWW.T-NETIX.COM
NASDAQ: TNTX
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AT THE COMPANY: AT FRB:
Alvyn Schopp Tad Gage (general info) (312) 640-6745 ([email protected])
CEO Lisa Ferguson (analysts) (312) 640-6788 ([email protected])
(303) 790-9111 Laura Kuhlmann (media) (312) 266-2239 ([email protected])
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T-NETIX, GATEWAY COMPLETE PREVIOUSLY ANNOUNCED MERGER
ENGLEWOOD, COLO., JUNE 15, 1999 - T-NETIX, Inc. (Nasdaq: TNTX), a leading
provider of specialized call processing and fraud control software technologies,
announced today that it has completed its merger with Gateway Technologies,
Inc., a privately held provider of inmate telecommunications calling services
(ICS) in a transaction valued at approximately $35.2 million. The merger, first
announced on January 9, 1999 was earlier approved by Gateway shareholders and
was formally approved by T-NETIX shareholders today at the company's special
shareholder meeting.
"We are already seeing the benefits of joining forces with Gateway, and a number
of customers are talking with us about expanded relationships because of our
size and broader range of capabilities," said Alvyn Schopp, CEO of T-NETIX. "In
the near future, we will outline a strategic plan designed to help T-NETIX to
operate more efficiently and better pursue our goal of becoming the leading
provider of telecommunications and related services to correctional departments
and facilities nationwide."
Pro forma 1998 revenues for the combined company were approximately $70 million.
The agreement included up to approximately 4.05 million shares of T-NETIX common
stock being issued to Gateway shareholders, plus options and T-NETIX's
assumption of $10 million in Gateway debt. The acquisition, which the company
anticipates will be accretive to 1999 earnings, after acquisition expenses, will
be accounted for using the pooling method.
Based in Englewood, Colorado, T-NETIX provides specialized call processing and
billing services for correctional institutions to the telecommunications
industry, direct local and long distance call processing for correctional
facilities, value-added telecommunications services such as pre-connection
restrictions, digital recording, jail and inmate management systems, video
booking, and sales of call-processing systems hardware. Through its T-NETIX
Monitoring Division, T-NETIX provides parolee and home detention monitoring
services using Internet, and voice verification technology, including its
SpeakEZ Voice Print(R) technology. The company serves more than 1,400 facilities
and justice departments nationwide. For news and information, visit the
company's web site at www.T-NETIX.com.
This news release contains forward-looking statements as provided for by the
Private Securities Litigation Reform Act of 1995. These statements involve risks
and uncertainties including, but not limited to: the demand for the company's
ICS products and services; the renewal of existing site-specific ICS customer
contracts and the company's ability to win new contracts; the ability to reduce
expenditures related to its
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T-NETIX, INC.
ADD 1
SpeakEZ voice recognition technology, to successfully deploy this technology in
a corrections-related business, and to license the technology to offset
development costs; competitive pricing pressures, particularly in the company's
ICS business; and, changes in telecommunications regulations that would affect
the company's sales or pricing. For a full description of the company's
historical performance and a detailed description of risks and uncertainties,
please refer to the company's documents on file with the Securities and Exchange
Commission.
FOR MORE INFORMATION ON T-NETIX VIA FAX, FREE OF CHARGE, DIAL
1-800-PRO-INFO AND ENTER THE TICKER "TNTX"
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