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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) February 6, 1998
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BTG, INC.
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(Exact name of registrant as specified in its charter)
Virginia 000-25094 54-1194161
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
3877 Fairfax Ridge Road, Fairfax, Virginia 22030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 383-8000
Not applicable
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(Former name or former address, if changed since last report)
Exhibit Index on Page: 4
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Total Number of Pages: 6
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Item 5. Other Events.
BTG, Inc. ("BTG") and Micros-To-Mainframes, Inc. ("M-T-M")
are parties to an Agreement and Plan of Merger dated as of August 29, 1997, as
amended, pursuant to which M-T-M will be acquired by and become a wholly-owned
subsidiary of BTG (the "Transaction"). On February 6, 1998, BTG and M-T-M
announced that the parties agreed to extend the termination date for the
Transaction from February 6, 1998, until February 12, 1998, to provide BTG
additional time to consummate the Transaction. For additional information
please see the attached press release.
Except for historical information, all of the statements,
expectations and assumptions contained in the foregoing are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) that involve a number of risks and uncertainties. It is possible that
the assumptions made by management for purposes of such statements may not
materialize. Actual results may differ materially from those projected or
implied in any forward-looking statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 Press Release dated February 6, 1998
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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 thereunto duly authorized.
BTG, INC.
Date: February 6, 1998 By:/s/ John M. Hughes
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John M. Hughes
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99 Press Release dated February 6, 1998
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EXHIBIT 99
MICROS-TO-MAINFRAMES AND BTG EXTEND MERGER COMPLETION DATE
FAIRFAX, VIRGINIA, FEBRUARY 6, 1998 - Micros-to-Mainframes, Inc. (MTMC: Nasdaq)
and BTG, Inc. (Nasdaq: BTGI) have agreed to revise the agreement and plan of
merger dated August 29, 1997, as amended, pursuant to which MTM will become a
wholly-owned subsidiary of BTG. The revision provides that the termination date
for the transaction is extended from February 6, 1998, until February 12, 1998,
to provide BTG additional time to consummate the transaction.
The transaction, first announced in September, was subject to MTM shareholder
and regulatory approvals. Regulatory approval was received October 27, 1997.
Shareholders of MTM approved the transaction on January 5, when over 72% of the
outstanding shares of MTM were voted in favor of the transaction; fewer than 1%
were voted against.
BTG provides information technology services and products to government
agencies and to commercial clients. The company specializes in systems
engineering, integration and network systems, and Internet-intranet access and
services. MTM is a New York-based company that provides advanced technology
solutions, communications products, and Internet development services,
primarily to commercial enterprises.
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"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: The statements contained in this release which are not historical facts
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. These risks and uncertainties include
the Company's entry into new commercial businesses, the risk of obtaining
financing, and other risks described in the Company's Securities and Exchange
Commission filings.
Contacts:
For MTM - Steve Rothman 914-268-5000
For BTG - John Graham 703-383-8147
