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) December 22, 2000
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SYS
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(Exact Name of Registrant as Specified in Charter)
California 0-4169 95-2467354
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
9620 Chesapeake Drive, Suite 201, San Diego, CA 92123
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (858) 715-5500
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(none)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Event
On December 15, 2000, the Company entered into a Letter of Intent (LOI)
with Ms. Donna L. Grant and Mr. Arnold G. Pearce (Sellers), the exclusive
shareholders of Paragon Systems, Inc. (Paragon) to acquire all of their shares.
Paragon has revenues of approximately $19 million annually and about 20
employees.
Paragon is a profitable government contractor that provides contract
support on software development and systems design, development and deployment
for the military intelligence community. Paragon is also a Sun Microsystems
Government Systems Integrator and provides Electronic Document Scanning and
Retention services to various governmental agencies. As with SYS, the majority
of Paragon's contracts are with the Department of Defense.
The purchase price will consist of cash, convertible promissory notes and
SYS common stock and the assumption of certain debts in exchange for Paragon's
stock and as generally provided for in the LOI and to be specifically described
and set forth in one or more definitive agreements to be executed by the
parties.
SYS will provide employment contracts for key employees in exchange for
non-compete agreements. The Sellers will provide the list of key employees.
The parties anticipate that, subject to completion of satisfactory due
diligence by SYS and completion of the definitive agreements, closing of the
transaction contemplated in the definitive agreements shall occur expeditiously
after the definitive agreements are executed. The definitive agreements shall
be executed no later than March 1, 2001. SYS will file a detailed Form 8-K
once the definitive agreements have been signed by the parties.
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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 of the
undersigned hereunto duly authorized.
SYS
(Registrant)
Date: December 22, 2000 By: /s/ Michael W. Fink
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Michael W. Fink, Secretary
