UNITED STATES
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): May 23, 2012
EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35418 | 223536104 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 41 University Drive, Suite 202 Newtown, Pennsylvania |
18940 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 267-759-9000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.02 | Unregistered Sales of Equity Securities |
On May 23, 2012, EPAM Systems, Inc. (“EPAM”) entered into a definitive purchase agreement to acquire Thoughtcorp Systems, Inc., an information technology solutions company based in Canada. According to the purchase agreement, the consideration paid by EPAM to acquire all of the Thoughtcorp business includes the issuance of 434,546 shares of restricted common stock. The transaction is expected to close by the end of May 2012.
No underwriter was involved in the Thoughtcorp acquisition and no underwriting commissions were paid. This transaction was exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
| Item 7.01 | Regulation FD Disclosure |
Attached as Exhibit 99.1 and incorporated by reference into this Item 7.01 is a copy of the press release issued by EPAM, dated May 23, 2012, reporting the Thoughtcorp acquisition.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release issued by EPAM Systems, Inc. dated May 23, 2012. |
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: May 23, 2012 | EPAM SYSTEMS, INC. | |||||
| By: /s/ ILYA CANTOR | ||||||
| Name: Ilya Cantor | ||||||
| Title: Senior Vice President, Chief Financial Officer and Treasurer | ||||||
INDEX TO EXHIBITS
| 99.1 | Press Release issued by EPAM Systems, Inc. dated May 23, 2012. | |
Exhibit 99.1
EPAM Systems to Acquire Thoughtcorp, Expand North American Footprint, Gain Entrance into Telecommunication Industry and Expand Agile, Business Intelligence, and Mobile Competencies
Newtown, PA — May 23, 2012 – EPAM Systems, Inc. (NYSE: EPAM), a leading software engineering and IT Outsourcing (ITO) provider with development centers across Central and Eastern Europe (CEE), today announced it has agreed to acquire Thoughtcorp, a premier IT Consultancy and Software Solution Provider based in Toronto, Canada.
Founded in 1995 by current Co-CEO Kirk Robinson, Thoughtcorp has a 17-year history of successfully delivering high-value IT solutions and complex software applications to many of Canada’s most prominent companies within Telecommunication, Financial and Retail segments.
Arkadiy Dobkin, CEO and President of EPAM Systems said, “We are excited about the acquisition of Thoughtcorp, which expands our North American geographic footprint and strongly complements our global delivery capabilities with proven expertise in areas important for EPAM, such as Agile Development, Enterprise Mobility and Business Intelligence. In addition to strengthening our Financial and Retail verticals, Thoughtcorp brings significant telecommunications expertise positioning EPAM for future growth in this important sector.”
“Thoughtcorp matches our investment criteria for strategic fit, accretion and manageable execution risk. As part of our ongoing growth strategy, we will continue to evaluate opportunities to deepen our industry expertise and technology capabilities necessary to deliver complex mission-critical solutions,” continued Dobkin.
Thoughtcorp Co-CEO David Bercovitch said, “We’re really excited about the market opportunity this deal creates. Through the combination of our on-site technology expertise and EPAM’s global delivery capabilities, we plan to bring a new and attractive value proposition to the Canadian market as well as to our current blue-chip client base.”
“There is a natural fit between our companies and we are confident that this deal will provide a wide array of opportunities for our staff. We believe that through this transaction our combined company will be better positioned to grow and further gain market share in Canada,” added Thoughtcorp Founder and Co-CEO Kirk Robinson.
The total consideration for the deal is $17.4 million and will be paid via a combination of cash, restricted stock and assumption of certain liabilities. The acquisition is expected to close by the end of May 2012, and to be accretive to earnings beginning in 2012.
As a result, the Company is updating its guidance as follows:
| • | Second quarter 2012 revenue is expected to be between $101 million and $103 million. |
| • | Second quarter 2012 non-GAAP diluted EPS is expected to be in the range of $0.30 to $0.32. |
| • | Full year 2012 revenue is expected to be between $418 million and $425 million, with non-GAAP net income growth in the range of 11% to 13%. |
About EPAM Systems
Established in 1993, EPAM Systems, Inc. (NYSE: EPAM) is a leading global IT services provider with delivery centers throughout Central and Eastern Europe. Headquartered in the United States, EPAM employs over 7,300 IT professionals and provides services to clients worldwide using a global delivery model through its client management and delivery operations in the United States, Belarus, Hungary, Russia, Ukraine, UK, Germany, Kazakhstan, Sweden, Switzerland, Poland and Canada.
Forward-Looking Statements
This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. EPAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.
Contacts:
EPAM Systems, Inc.
Ilya Cantor, Chief Financial Officer
Phone: +1-267-759-9000 x64588
Fax: +1-267-759-8989
E-mail: investor_relations@epam.com