<PAGE> 1
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) January 9, 1998
------------------------------
BTG, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 000-25094 54-1194161
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
3877 Fairfax Ridge Road, Fairfax, Virginia 22030
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 383-8000
Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index on Page: 4
---
Total Number of Pages:
---
<PAGE> 2
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 January 9, 1998, BTG and M-T-M
announced that (i) on January 5, 1998, shareholders of M-T-M approved the
Transaction, and (ii) the parties agreed to extend the date by which the
Transaction is to be consummated from January 9, 1998, until February 6, 1998,
in order for BTG to conclude its arrangements for financing the Transaction. For
additional information please see the attached press release.
On January 13, 1998, BTG and Government Technology Services, Inc.
("GTSI") announced that they had amended their December 18, 1997, letter of
intent for the sale to GTSI of substantially all of the assets of the BTG
division responsible for reselling computer hardware, software and integrated
systems to the Federal Government. The amendment provides that at closing, GTSI
will issue to BTG 15,375 shares of a new series of preferred stock, designated
Series C 8% cumulative redeemable preferred stock, in lieu of the three million
shares of GTSI common stock provided for in the original letter of intent. The
preferred stock will be non-voting except for the right to elect one member of
the GTSI board. The $8 million cash portion of the purchase price and BTG's
right to nominate a second director subject to GTSI's consent are unaffected by
the amendment. 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.
99.1 Press Release dated January 9, 1998
99.2 Press Release dated January 13, 1998
<PAGE> 3
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: January 9, 1998 By:/s/ Edward H. Bersoff
---------------------
Edward H. Bersoff
Chairman of the Board, Chief
Executive Officer and President
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- -------------------------------------------------------------------------------
99.1 Press Release dated January 9, 1998
99.2 Press Release dated January 13, 1998
<PAGE> 1
EXHIBIT 99.1
WITHDRAWAL OF MOTION TO ENJOIN CLOSING OF MERGER
EXTENSION OF TERMINATION DATE OF BTG MERGER TO FEBRUARY 6, 1998
VALLEY COTTAGE, N.Y.--January 9, 1998--Micros-to-Mainframes, Inc. ("M-T-M")
[NASDAQ: MTMC], and BTG, Inc. ("BTG") [NASDAQ: BTGI], today announced the
following:
On January 5, 1998, shareholders of M-T-M approved the transaction (the
"Transaction") whereby M-T-M would become a wholly-owned subsidiary of BTG, Inc.
("BTG"). Over 72% of the outstanding shares of M-T-M were voted in favor of the
Transaction and less than 1% voted against the Transaction.
On January 6, 1998, attorneys for M-T-M and the class action plaintiff appeared
in New York State Supreme Court. Plaintiff withdrew her motion to seek an
injunction to prevent the closing of the Transaction. Instead, the attorneys
informed the court that an agreement in principle has been reached to settle the
class action lawsuit. Settlement papers will be prepared and submitted to the
court for its approval. All of M-T-M's shareholders will be given formal notice
of the settlement after it is submitted to the court. Irrespective of the
settlement, M-T-M believes that there is no merit to any of the allegations made
by the plaintiff. M-T-M does not believe that such settlement will have a
material adverse effect on the Transaction or on the results of operations or
financial condition of M-T-M or BTG.
On January 8, 1998, M-T-M and BTG agreed to extend the date by which the
Transaction is to be consummated from January 9, 1998, until February 6, 1998,
in order for BTG to conclude its arrangement for financing the Transaction.
Micros-to-Mainframes is a single source provider of advanced technology
solutions, communications products and Internet development services. BTG is a
provider of information technology services and products to government and
commercial clients. BTG specializes in systems engineering, integration and
network systems, Internet/Intranet services, community networks, custom computer
manufacturing, and the reselling of hardware, software and services.
"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
<PAGE> 2
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.
CONTACT:
Micros-To-Mainframes
Steven Rothman
Telephone: (914) 268-5000
Telecopy: (914) 268-9695
<PAGE> 1
EXHIBIT 99.2
GTSI AND BTG AMEND LETTER OF INTENT; AMENDMENT WILL ALLOW COMPANIES TO COMPLETE
TRANSACTION FASTER
CHANTILLY, Va., Jan. 13 -- Government Technology Services, Inc. (GTSI) (Nasdaq:
GTSI) and BTG, Inc. (Nasdaq: BTGI) today announced that they have amended their
December 18, 1997, letter for the sale to GTSI of substantially all of the BTG
division assets responsible for reselling computer hardware, software and
integrated systems to the Federal Government. The amendment provides that at the
closing GTSI will exchange 15,375 shares of a new series of preferred stock,
designated Series C 8% cumulative redeemable preferred stock, in lieu of the
original three million shares of GTSI common stock. The preferred stock will be
nonvoting except for the right to elect one member of the GTSI board. The $8
million cash portion of the purchase price and BTG's right to nominate a second
director subject to GTSI's consent are unaffected by the amendment.
Under the structure, after the acquisition is closed, GTSI will seek shareholder
approval at its upcoming annual meeting for conversion of the preferred stock to
three million shares of common stock. If shareholder approval is obtained, the
preferred stock will automatically convert to common stock. If shareholder
approval is not obtained, dividends, payable annually in cash or preferred stock
at GTSI's option, will begin to accrue on the preferred stock at an annual rate
of 8% and the preferred stock will become redeemable by GTSI at an initial
redemption price equal to the liquidation preference of $1,000 per share (or
$15,375,000 in the aggregate) plus accrued but unpaid dividends. If conversion
is not approved at the first shareholders meeting, GTSI has agreed to seek
shareholder approval a second time at the next shareholders meetings. If
conversion is not approved at the second meeting, the redemption price will
thereafter equal the liquidation preference plus an accrual thereon since the
second shareholders meeting at the rate of two percent per annum. Consummation
of the transaction remains subject to the satisfaction of customary conditions
and is expected to close during February 1998.
Dendy Young, President and CEO of GTSI, emphasized that elimination of
shareholder approval as a condition to closing the transaction would enable the
transaction to be completed more quickly and would eliminate certain costs and a
great deal of uncertainty for employees of both companies. Mr. Young said, "It's
important that the employees know quickly where they will be working."
"This is a very positive move for both companies," said Dr. Edward Bersoff,
President and CEO of BTG. "The faster the transaction is completed, the faster
we can both go forward as stronger entities, and take full advantage of the new
opportunities that arise in 1998."
<PAGE> 2
GTSI reported a net income of $1.9 million, or $0.27 per share, in the third
quarter of calendar 1997. For the same period, BTG reported a loss of $2.3
million, or $0.27 per share.
Except for historical information, all of the statements, including the benefits
of the transaction for both companies, 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. In
addition to the above factors, other important factors that could cause actual
results to differ materially are those listed in the Company's most recent
report on Form 10-K and included from time to time in other documents filed by
the Company with the Securities and Exchange Commission.
About the Companies
BTG provides information technology services and products to government and
commercial clients. The company specializes in systems engineering, integration
and network systems, Internet/intranet/extranet access and services. The company
is headquartered in Fairfax, Virginia. Additional information on BTG is
available on the Internet at http://www.btg.com or by e-mail at [email protected], or
by calling 703-383-8000.
GTSI is the largest dedicated government reseller providing broad-based
information technology solutions. The Company offers access to over 100,000
information technology products from more than 2,000 manufacturers.
Headquartered in the Washington metropolitan area, GTSI employs approximately
400 people and provides products and services to Federal, state and local
government customers worldwide. Founded in 1983, GTSI has been ranked by
Computer Reseller News as one of the top 10 resellers nationwide every year
since 1993, when CRN began ranking resellers. Further information may be
obtained on the Internet at http://www.gtsi.com.
GTSI is a registered service mark of Government Technology Services, Inc. All
other trademarks and service marks are proprietary to their respective owners.
