-----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, LRcUHco9vif+peWV8+FzlJN92TbrQsSp2N1yeQfZ90uBiU07b2IaAX9KPCBJ6lSW sXPntXpdqH650wXhOwstYg== 0000950116-97-000301.txt : 19970222 0000950116-97-000301.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950116-97-000301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970130 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970214 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 97535656 BUSINESS ADDRESS: STREET 1: 1740 WALTON ROAD CITY: BLUE BELL STATE: PA ZIP: 19422-0987 BUSINESS PHONE: 6108321440 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): January 30, 1997 NCO GROUP, INC. --------------- (Exact name of Registrant as specified in its charter)
Pennsylvania 0-21639 23-2858652 - -------------------------------------- -------------------------------------- ------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number)
1740 Walton Road Blue Bell, Pennsylvania 19422-0987 ---------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (610) 832-1440 -------------- ================================================================================ Item 2. Acquisition or Disposition of Assets. ------------------------------------- On January 30, 1997 (the "TRC Closing Date"), NCO Teleservices, Inc., a Pennsylvania corporation ("NCO Teleservices") which is a wholly-owned subsidiary of NCO Group, Inc. ("NCO"), acquired substantially all of the assets of Tele-Research Center, Inc., a Pennsylvania corporation ("TRC"), and Strategic Information, Inc., a Pennsylvania corporation ("SII"), pursuant to the terms of a certain Asset Purchase Agreement, dated January 30, 1997 (the "TRC Purchase Agreement"), by and among, NCO, TRC, SII and Robert Malmud and Andrew Pauson, the shareholders of TRC (collectively, the "TRC Shareholders"). TRC and SII provided market research, data collection, and other teleservices to market research companies as well as end-users. Under the TRC Purchase Agreement, NCO Teleservices purchased substantially all of the assets and rights relating to TRC's and SII's market research and telemarketing business (the "TRC Business"). NCO Teleservices paid $1,600,000 in cash for the TRC Business and assumed certain contractual obligations. The purchase price may be increased by a maximum of up to $600,000 if the TRC Business achieves certain revenue targets during the three year period following the TRC Closing Date, as set forth in the TRC Purchase Agreement. At the option of the Seller, the purchase price adjustment may be paid in cash or NCO Common Stock, based on the fair market value of NCO Common Stock as of the date that the purchase price adjustment accrues. Item 7. Financial Statements and Exhibits. ---------------------------------- The following exhibits are being filed as part of this report: (a) Financial Statements of Businesses Acquired. It is impracticable to provide any required financial statements for the acquired businesses at this time. Any required financial statements will be filed as an amendment to this Form 8-K as soon as practicable, but not later than April 15, 1997. (b) Pro Forma Financial Information. It is impracticable to provide any required pro forma financial information for the acquired businesses at this time. Any required pro forma financial information will be filed as an amendment to this Form 8-K as soon as practicable, but not later than April 15, 1997. (c) Exhibits. --------- Number Title ------ ----- 1. Asset Purchase Agreement, dated January 30, 1997, by and among NCO, TRC, SII and the TRC Shareholders. (To be filed by amendment). NCO will furnish to the Securities and Exchange Commission a copy of any omitted schedule upon request. 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. NCO GROUP, INC. By: /s/ Steven L. Winokur --------------------------------- Vice President, Finance and Chief Financial Officer Date: February 14, 1997 -2- -----END PRIVACY-ENHANCED MESSAGE-----