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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 30, 1995
TECH-SYM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 1-4371 74-1509818
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
10500 Westoffice Drive
Houston, Texas 77042
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(713) 785-7790
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1995, pursuant to the Agreement and Plan of Merger, dated
as of May 11, 1995 (the "Merger Agreement"), between Tech-Sym Corporation
("Tech-Sym") and CogniSeis Development, Inc. ("CogniSeis"), CSD Merger, Inc.
("CSD"), a Delaware corporation and wholly-owned subsidiary of Tech-Sym, merged
with and into CogniSeis (the "Merger"). As a result of the Merger, CogniSeis
became a wholly-owned subsidiary of Tech-Sym. CogniSeis common stock is no
longer transferrable, and certificates evidencing shares of CogniSeis common
stock represent only the right to receive the consideration into which such
shares were converted upon consummation of the Merger. In accordance with the
provisions of the Merger Agreement, each share of CogniSeis Common Stock has
been converted into a right to receive approximately .2789 shares of Tech-Sym
Common Stock and an equal number of Tech-Sym Rights. In lieu of any fractional
security, each holder of shares of CogniSeis Common Stock who would otherwise
have been entitled to a fraction of a share of Tech-Sym Common Stock will be
paid an amount in cash equal to such holder's proportionate interest in the sum
of (i) the net proceeds from the sale or sales by the Exchange Agent, on behalf
of all such holders, of the difference between the entire number of shares of
Tech-Sym Common Stock issuable pursuant to the Merger Agreement and the sum of
the whole shares of Common Stock to be issued to the former holders of CogniSeis
Common Stock, at the prevailing prices on the New York Stock Exchange and (ii)
the aggregate dividends or other distributions that are payable with respect to
such shares of Tech-Sym Common Stock as provided in the Merger Agreement.
Pursuant to the Merger Agreement, no interest will be paid or accrue on the
consideration paid in the Merger. The Merger was accounted for as a pooling of
interests.
The operations acquired from CogniSeis include the production and
marketing of seismic processing and geologic interpretation systems consisting
of applications software and specially configured computing equipment, which are
sold or leased to oil companies, geophysical contractors, universities and
governmental agencies. In addition to system sales, CogniSeis also provides
software and hardware support, installation, training, consulting and on-site
personnel. After the Merger, all such operations have continued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The following financial statements are hereby incorporated by
reference herein: The audited consolidated balance sheets,
consolidated statements of operations, consolidated statements of
cash flows and consolidated statements of stockholders' equity,
together with the notes to consolidated financial statements, and
the unaudited consolidated condensed balance sheets, consolidated
condensed statements of operations and consolidated condensed
statements of cash flows, together with the notes to consolidated
financial statements, included in the financial pages of Tech-Sym's
Prospectus and Proxy Statement, which were filed as part of
Tech-Sym's Registration Statement on Form S-4 (Registration No.
33-59491). Also incorporated by reference herein is the report of
Ernst & Young, L.L.P. dated September 9, 1994, except for Note 9 as
to which the date is May 19, 1995, relating to the financial
statements of CogniSeis, which appears at page F-2 of Tech-Sym's
Registration Statement on Form S-4 (Registration No. 33-59491).
(b) Pro Forma Financial Information
The following unaudited pro forma combined financial information of
Tech-Sym and CogniSeis are hereby incorporated by reference herein:
combined balance sheet and combined statements of income, together
with the introductory explanation of such financial statements and
the notes to unaudited pro forma combined financial statements,
included at pages F-17 through F-24 of Tech-Sym's Prospectus and
Proxy Statement, which were filed as part of Tech-Sym's
Registration Statement on Form S-4 (Registration No. 33-59491).
(c) Exhibits.
Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as of May 11, 1995, among
CogniSeis Development, Inc., Tech-Sym Corp. and CSD Merger,
Inc. (included as Appendix A in Registration Statement on
Form S-4 (Registration No. 33-59491) and incorporated herein
by reference).
4.1 Amended and Restated Rights Agreement dated as of June 1,
1988, between Tech-Sym Corporation and Continental Stock
Transfer and Trust Company, as Rights Agent (included as
Exhibit 4(a) to Tech-Sym's Annual Report on Form 10-K for the
year ended December 31, 1993 and incorporated herein by
reference).
23.1 Consent of independent auditors.
SIGNATURE
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 hereunto duly authorized.
TECH-SYM CORPORATION
By /s/ RAY F. THOMPSON
Vice President, Treasurer
and Chief Financial Officer
Date: July 14, 1995
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as of May 11, 1995, among
CogniSeis Development, Inc., Tech-Sym Corp. and CSD Merger, Inc.
(included as Appendix A in Registration Statement on Form S-4
(Registration No. 33-59491) and incorporated by reference herein).
4.1 Amended and Restated Rights Agreement dated as of June 1, 1988,
between Tech-Sym Corporation and Continental Stock Transfer and Trust
Company, as Rights Agent (included as Exhibit 4(a) to Tech-Sym's
Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference).
23.1 Consent of independent auditors.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Form 8-K of
Tech-Sym Corporation of our report dated September 9, 1994, except for Note 9 as
to which the date is May 19, 1995, with respect to the consolidated financial
statements of CogniSeis Development, Inc. included in the Registration Statement
(Form S-4 No. 33-59491) of Tech-Sym Corporation as filed on May 19, 1995 with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Houston, Texas
July 14, 1995
