-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VpZqqhCsbmD1Pr02H0TlvUv1fpiAiBlX2BkJ1wFmiLPO8RxzU0Y1qMYFwToOLfWm kCww5HjmCctTo04AaGV6OA== 0000950172-00-000423.txt : 20000307 0000950172-00-000423.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950172-00-000423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM CENTRAL INDEX KEY: 0001065332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522077581 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26621 FILM NUMBER: 558919 BUSINESS ADDRESS: STREET 1: 12 CORPORATE WOODS 10975 BENSON STREET STREET 2: SUITE 390 CITY: OVERLAND PARK STATE: KS ZIP: 66210 MAIL ADDRESS: STREET 1: 12 CORPORATE WOODS 10975 BENSON STREET STREET 2: SUITE 390 CITY: OVERLAND PARK STATE: KS ZIP: 66210 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM INC DATE OF NAME CHANGE: 19990504 8-K 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) FEBRUARY 16, 2000 NATIONAL INFORMATION CONSORTIUM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COLORADO 000-26621 52-2077581 (STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 12 CORPORATE WOODS 10975 BENSON STREET, SUITE 390, OVERLAND PARK, KANSAS 66210 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (877) 234-EGOV (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) N/A (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS National Information Consortium, Inc., a Colorado corporation (the "Registrant"), issued a press release, attached hereto as Exhibit 1.1, announcing that it had entered into an Agreement and Plan of Reorganization and Merger, dated as of February 16, 2000 (the "Merger Agreement"), with SDR Acquisition Corp., a California corporation and a wholly owned subsidiary of the Registrant ("Merger Sub"), and SDR Technologies, Inc., a California corporation ("SDR"). Pursuant to the Merger Agreement and subject to certain conditions contained therein, the Merger Sub will merge with and into SDR (the "Merger"), with SDR as the surviving corporation. As a result of the Merger, (1) each outstanding share of common stock, no par value ("SDR Common Stock"), of SDR will be converted into the right to receive 0.5857 shares of common stock, no par value, of the Registrant (the "Merger Consideration") and (2) each outstanding share of preferred stock, no par value ("SDR Preferred Stock"), of SDR will be converted into the right to receive the Merger Consideration that such holder would have received had such holder converted such shares of SDR Preferred Stock into shares of SDR Common Stock immediately prior to the effective time of the Merger. Ten percent of the Merger Consideration will be placed in escrow on behalf of the shareholders of SDR to secure certain indemnification obligations under the Merger Agreement. The foregoing summary of the Merger Agreement does not purport to be a complete description and is qualified in its entirety by reference to the entire document previously filed with the Securities and Exchange Commission as an exhibit to the Registrant's Registration Statement on Form S-1 (file no. 333-30872) and incorporated herein by reference. ITEM 7. EXHIBITS. 1.1 Press Release of National Information Consortium, dated February 17, 2000. 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 hereunto duly authorized. Date: March 1, 2000 NATIONAL INFORMATION CONSORTIUM, INC. By: /s/ Kevin C. Childress _________________________________ Kevin C. Childress Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 1.1 Press Release of National Information Consortium, dated February 17, 2000. EX-99 2 EXHIBIT 1.1 - PRESS RELEASE Exhibit 1.1 FOR IMMEDIATE RELEASE NEWS RELEASE CONTACTS: Rich Phillips National Information Consortium (877) 445-4306 rich@nicusa.com Don Smeltzer SDR Technologies, Inc. (818) 865-1310 gdon@sdr.com Robert Karpman Murphy O'Brien Public Relations (310) 586-7108 robert@murphyobrien.com NATIONAL INFORMATION CONSORTIUM ACQUIRES EGOVERNMENT APPLICATIONS LEADER SDR TECHNOLOGIES DEAL SOLIDIFIES NIC'S POSITION AS WORLD'S LARGEST EGOVERNMENT SOLUTIONS PROVIDER; COMPANY INTENDS TO FILE UP TO EIGHT MILLION SHARE OFFERING OVERLAND PARK, Kan. - (February 17, 2000) - National Information Consortium, Inc. ("NIC") (NASDAQ: EGOV), the leading provider of Internet-based electronic government services, today announced it will acquire SDR Technologies, Inc. ("SDR"), a leading provider of eGovernment applications. Combining NIC's enterprise portal and e-procurement leadership with SDR's broad application development resources and expertise will enable NIC to accelerate the adoption of eGovernment solutions to federal, state and local partners. Together, NIC and SDR will have government partnerships and customers in 19 states representing 48 percent of the U.S. population and hundreds of millions of transactions, making NIC the largest provider of eGovernment solutions in the world. "Our long-term vision is to be the only comprehensive Web-based eGovernment applications and solutions provider," said Jim Dodd, President and CEO of NIC. "No other company will be able to provide the breadth and depth of services we can deliver. Our strategy is to build or acquire all the pieces necessary to be the complete eGovernment partner for our customers. SDR will help us achieve our goals faster, allowing us to deliver next-generation eGovernment applications to our partners." SDR Technologies will be renamed NIC Technologies. Its mission will be to deliver state-of-the-art applications and services to all government markets either as stand-alone solutions or within the context of a self-funding enterprise-portal partnership. Their two primary roles will be: o Application development and deployment: NIC Technologies will serve as a technology R&D organization charged with developing new applications and services and integrating those services for government partners. o Services platform management: NIC Technologies will also develop and maintain robust standards for the largest portfolio of eGovernment applications in the world, ensuring rapid deployment capability at every level of government. "This marriage creates a powerful company that will no doubt lead the eGovernment revolution," said Kelly Kimball, Chairman and CEO of SDR. "We are excited about our combined future and look forward to working with the NIC team to redefine the way people and businesses work with government." Following the acquisition, Kimball will be responsible for NIC's international market development. SDR President Don Smeltzer will continue in his current role as President of the newly renamed NIC Technologies. SDR Technologies has developed a municipal ASP model that is expected to roll out to California counties around mid-year. The ASP model gives small and large agencies the same access to eGovernment applications at a fraction of the cost it would take to host the application onsite. For example, in California the ASP solution will allow local and county governments to implement Internet filing and public access systems at a tremendous savings to the agencies. Said Terry Parker, Chief Technology Officer of NIC, "Our ability to host eGovernment applications at regional data centers across the country will create unprecedented opportunities for state and local government application integration. The ASP model ensures that all agencies have access to the same powerful applications regardless of size or budget." SDR has the largest installed base of online election and ethics filing systems. The company has also developed prototypes for a number of applications including tax filings, business filings, Liquor Control Board and Professional Licensing, to name a few. SDR also developed the most-trafficked commercial on-line automobile registration and watercraft registration system in America for the State of Michigan. SDR's eGovernment tool set enables SDR to create applications in a matter of hours rather than months. By leveraging this tool set, government partners can have customized applications ready for deployment within days. SDR's tool set also enables governments to exceed all existing and proposed federal accessibility regulations with SDR's total access system, which allows for the rapid development of Interactive Voice Response (IVR), Web-Enabled Voice Response, TDD, wireless and handheld applications. Disabled Americans can access government information anywhere, anytime. SDR's customers include the Federal Election Commission (FEC), the states of Arkansas, California, Hawaii, Illinois, Louisiana, Oklahoma, Michigan, Missouri, Texas and Washington, and the province of British Columbia, Canada. The company also has strategic alliances with EDS Systemhouse and Science Applications International Corporation (SAIC). The SDR acquisition gives NIC its first international customer in the province of British Columbia. NIC will issue approximately 2.1 million shares of common stock to the shareholders of SDR, giving the transaction a value of approximately $134 million based on the $61.25 per share closing price of NIC's common stock on Wednesday, February 16, 2000. The transaction is expected to close by the end of March and will be accounted for as a purchase. In addition, NIC intends to file a registration statement for an offering of eight million shares of common stock. NIC anticipates that half of the shares will be offered by the company and the balance by selling shareholders. NIC builds and manages self-funded Internet portals in partnership with government agencies that allow millions of businesses and individuals to access free public information and conduct transactions online such as automobile registration, license renewals and tax filings. State partners include Arkansas, Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Nebraska, Utah and Virginia. Since September 1999, NIC has made several strategic investments to further its goal toward providing a seamless and complete end-to-end eGovernment solution: o In September, NIC acquired eFed, the leader in e-commerce-based procurement solutions. Based in Reston, Virginia, eFed helps government buyers compare products and services over the Internet across multiple contracts. Customers include Government Services Association (GSA), NASA, U.S. Army, and U.S. Navy. eFed recently signed an agreement with Bank of America Corporation to create a limited liability company to offer state and local governments the first end-to-end Web-based business-to-business procurement, payment and reconciliation solution. o In January, NIC merged its Application Services Division with Conquest Softworks, LLC. Conquest Softworks, based in Durango, CO, is a premiere provider of software applications and services for electronic filings and document management solutions for government. Its products include UCCDataNet(TM) State Imaging and Filing System, a comprehensive UCC office management system; uccfile.com(TM) Web Browser Interface, which allows web access to filings; and County Suite(TM) Filing and Imaging Systems, which extends filing capabilities to land records and other filing types. CONFERENCE CALL National Information Consortium and SDR Technologies will host a joint conference call this afternoon, February 17, at 3:00 p.m. ET / 2:00 p.m. CT to discuss the acquisition. Participants: Jim Dodd - President and CEO, National Information Consortium Kelly Kimball - Chairman and CEO, SDR Technologies Conference: Name: NIC-SDR Acquisition Phone #: 888-273-9887 Host: Kevin Childress - CFO, National Information Consortium ABOUT NIC National Information Consortium is the leading provider of Internet-based electronic government services. NIC improves the relationship between people and their government by helping federal, state and local agencies use the Internet to reduce costs and deliver quality services to citizens and businesses. Since its inception in 1991, NIC has developed hundreds of e-government solutions and managed millions of transactions. NIC currently has eleven statewide portal partnerships and application agreements with an additional eight states. Additional information about NIC is available at http://www.nicusa.com. Special Note: The statements in this release regarding continued implementation of NIC's business model and its development of new products and services are forward-looking statements. There are a number of important factors that could cause actual results to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, the success of the Company in signing contracts with new states and government agencies, including continued favorable government legislation; NIC's ability to develop new services; existing states and agencies adopting those new services; acceptance of e-government solutions by businesses and citizens; competition; and general economic conditions and the other important cautionary statements and risk factors described in NIC's Registration Statement declared effective July 15, 1999 with the Securities and Exchange Commission and in the Company's most recent quarterly report filed with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----