-----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, T2AnVMVc77dEmXm0uHNsyffRdxBR06wmjEUW2XTm33OH5JbBT42+T8emVpkMBNRx eaqXbhVo72Ae/OHUCFb1bg== 0000950134-03-015029.txt : 20031112 0000950134-03-015029.hdr.sgml : 20031111 20031112150403 ACCESSION NUMBER: 0000950134-03-015029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031112 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MPSI SYSTEMS INC CENTRAL INDEX KEY: 0000714540 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 731064024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11527 FILM NUMBER: 03993270 BUSINESS ADDRESS: STREET 1: 4343 SOUTH 118TH EAST AVENUE CITY: TULSA STATE: OK ZIP: 74146 BUSINESS PHONE: (918)877-6774 MAIL ADDRESS: STREET 1: 4343 SOUTH 118TH EAST AVE CITY: TULSA STATE: OK ZIP: 74146 FORMER COMPANY: FORMER CONFORMED NAME: MPSI GROUP INC DATE OF NAME CHANGE: 19831124 8-K 1 d10507ae8vk.txt FORM 8-K UNITED STATES 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 reported) November 12, 2003 --------------------------- MPSI Systems Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-11527 73-1064024 - --------------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4343 South 118th East Avenue, Tulsa, Oklahoma 74146 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 918-877-6774 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. Effective November 11, 2003, Dr. Bryan D. Gross accepted a position on the Board of Directors of MPSI Systems Inc. Dr. Gross has recently been named as President and Chief Executive Officer of MPSI Systems Inc. effective February 1, 2004. Also MPSI announced authorization by its Board of Directors to undertake steps necessary to take the Company private, subject to approval by shareholders at the next shareholder meeting tentatively scheduled in April 2004. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 99.1 - Copy of MPSI press release dated November 12, 2003 reporting quarterly earnings for the period ended September 30, 2003. Exhibit 99.2 - Copy of MPSI press release dated November 12, 2003 reporting the appointment of Bryan D. Gross to the Board of Directors and the intent of the Board to take the Company private. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 12, 2003, MPSI Systems Inc. issued a press release announcing its financial results for the quarter ended September 30, 2003. 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. MPSI Systems Inc. --------------------------------- (Registrant) November 12, 2003 /s/ James C. Auten - --------------------- --------------------------------- (Date) (Signature) James C. Auten --------------------------------- (Name of Authorized Signatory) Chief Financial Officer --------------------------------- (Title) INDEX TO EXHIBITS
Exhibit Number Description - ------- --------------------------------------------------- 99.1 Copy of MPSI press release dated November 12, 2003. 99.2 Copy of MPSI press release dated November 12, 2003.
EX-99.1 3 d10507aexv99w1.txt COPY OF PRESS RELEASE EXHIBIT 99.1 November 12, 2003 (BW)(OK-MPSI)(MPSI) MPSI QUARTERLY RESULTS POSITIVE LOGO LINK TULSA, Okla--(BUSINESS WIRE)--MPSI Systems Inc. (OTCBB:MPSI), today reported quarterly net income of $279,000 or $.10 per share on revenues of $2,968,000 for its third fiscal quarter ended September 30, 2003. That positive result represents the second consecutive quarterly profit that MPSI has reported after enduring more than two years of adverse operational results, a trend which also negatively impacted the 2003 first quarter. Dr. Bryan Gross, MPSI's CEO / President designate, indicated cautious optimism that continuing attempts to adjust the Company's cost base and to introduce new revenue-generating products and services were beginning to bear fruit. "The very unsettled economic conditions effecting not only the United States, but many of the geographic regions MPSI serves, coupled with client mergers have presented MPSI with some difficult operational management challenges over the last two years," said Gross. "Fortunately we have some very loyal customers who require best practice tools and processes to improve their retail asset performance that provided a continuing base of business while we made organizational adjustments, and loyal employees whose efforts despite increased workload and lower benefits helped us overcome those operational difficulties. Although trends are improving, we still have strides yet to make in order to bring operational results up to market standards and what we know to be our potential," Gross continued. Dr. Gross was appointed to his new position by the MPSI's Board of Directors on October 7, 2003 and is presently transitioning toward a scheduled effective date of February 1, 2004. Ronald Harper, MPSI's founder and largest shareholder, will remain chairman of the Board after the transition. MPSI's traditional operating strengths have been its global diversification and its ongoing technology commitment to its convenience retailing customers. The global reach of the Company provides opportunities to overcome downturns in one region with success in others. A primary example of that is the rebound in MPSI's Asian business during 2003 based in large measure on new internet product offerings combined with national retail database services in certain Asian countries. On the technology "home front," our recently deployed Capital Optimization Solution [COS] , a new and unique solution that further leverages MPSI's best practice retail optimization technologies and processes, has been very well received by early users in the US. That technology will quite literally save customers millions of capital investment dollars, accelerate their implementations, and help them achieve desired returns on capital employed from market to market. Those retailers who are smaller but aggressively attempting to grow their business can also turn to new internet data services such as SiteMetrixTM; a web-enabled service where customers can find a wealth of retail information about retail markets (cities) across the US. Because of MPSI's continuing global reach and new products / services, Dr. Gross and MPSI's management team envision a continuation of the positive trends recently experienced into Q4 and beyond. MPSI (www.mpsisys.com) IS A GLOBAL PROVIDER OF SPATIAL DECISION SUPPORT SYSTEMS (FEATURING PROPRIETARY SOFTWARE AND DATABASES), RETAIL ANALYTIC CONSULTING SERVICES, AND INFORMATION SERVICES. ITS PRODUCTS AND SERVICES ARE DESIGNED TO MEET THE BUSINESS PLANNING NEEDS OF ITS CONVENIENCE RETAIL CLIENTS. THE COMPANY'S COMMON STOCK TRADES ON THE PINK SHEETS UNDER THE SYMBOL MPSI. Portions of this document may include "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Readers may consult the Company's quarterly and annual financial filings with the Securities and Exchange Commission for more information concerning matters that could impact the ultimate outcome of forward-looking information. CONTACT: MPSI Systems Inc. James C. Auten (918) 877-5607 jauten@mpsisys.com www.mpsisys.com KEYWORD: OKLAHOMA INDUSTRY KEYWORD: E-COMMERCE RETAIL RESTAURANTS SOFTWARE SUPERMARKETS PRODUCT EX-99.2 4 d10507aexv99w2.txt COPY OF PRESS RELEASE EXHIBIT 99.2 November 12, 2003 (BW)(OK-MPSI)(MPSI) MPSI EXPANDS BOARD - ANNOUNCES INTENT TO GO PRIVATE LOGO LINK TULSA, Okla--(BUSINESS WIRE)--MPSI Systems Inc. (OTCBB:MPSI), announced today that Dr. Bryan D. Gross, MPSI's recently appointed CEO and President designate, would also take a position on MPSI's Board of Directors effective immediately, thus filling a Board vacancy created with the retirement of Dr. David Huff in 2002. In further action, MPSI's Board also announced a plan to take MPSI private subject to a vote of shareholders to be held at the annual stockholders meeting in early 2004. In making that decision, the Board determined that such action was in the best interest of the Company and its shareholders. In the Board's view, privatization would reduce annual operating costs and avoid likely increases in the costs of being public, which are expected to dramatically increase over the coming years as provisions of the Sarbanes-Oxley Act take effect. Additionally, the Board recognized that as a small public company, MPSI is presently unable to take advantage of funding opportunities normally associated with being a public entity, is required through compliance with public disclosure requirements to disclose too much operational and strategic information to competitors, and has been hampered by its public structure in efforts over the last several years to forge strategic relationships. "In approving the privatization plan, the Board has authorized management to evaluate alternative mechanisms for going private, transaction timing and fair pricing considerations," said MPSI chairman Ronald Harper. "As these elements are clarified, MPSI will provide additional information to the public." As the law presently allows public companies with fewer than 300 shareholders of record to privatize via a relatively simple procedure, MPSI is considering a reverse stock split or similar mechanism to take the Company below the stockholder-of-record threshold. MPSI (www.mpsisys.com) IS A GLOBAL PROVIDER OF SPATIAL DECISION SUPPORT SYSTEMS (FEATURING PROPRIETARY SOFTWARE AND DATABASES), RETAIL ANALYTIC CONSULTING SERVICES, AND INFORMATION SERVICES. ITS PRODUCTS AND SERVICES ARE DESIGNED TO MEET THE BUSINESS PLANNING NEEDS OF ITS CONVENIENCE RETAIL CLIENTS. THE COMPANY'S COMMON STOCK TRADES ON THE PINK SHEETS UNDER THE SYMBOL MPSI. Portions of this document may include "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. CONTACT: MPSI Systems Inc. James C. Auten Chief Financial Officer 918.877.5607 jim_auten@mpsisys.com www.mpsisys.com KEYWORD: OKLAHOMA INDUSTRY KEYWORD: E-COMMERCE RETAIL RESTAURANTS SOFTWARE SUPERMARKETS PRODUCT -----END PRIVACY-ENHANCED MESSAGE-----