-----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, QuYPBBV2G5H+YoeIIhhWX5Fk1mCM8XspcPI9Y/ZofEyuv6tuK0Ik7Yq1cVfMyBJB 5KqsNDl9/WloD9AYB45O9A== 0000069999-96-000022.txt : 19960729 0000069999-96-000022.hdr.sgml : 19960729 ACCESSION NUMBER: 0000069999-96-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960710 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960726 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0000069999 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 410850527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03713 FILM NUMBER: 96599366 BUSINESS ADDRESS: STREET 1: 11000 PRAIRIE LAKES DR CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128293000 MAIL ADDRESS: STREET 1: P O BOX 9365 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 8-K 1 THIS DOCUMENT IS A COPY OF THE CURRENT REPORT ON FORM 8-K FILED ON JULY 26, 1996 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. 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): July 10, 1996. NATIONAL COMPUTER SYSTEMS, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3713 41-0850527 State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 829-3000 Not Applicable (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets On July 10, 1996, National Computer Systems, Inc. (the "Company" or "NCS") concluded the sale of its Financial Systems business to SunGard Data Systems Inc. pursuant to a Stock Purchase and Sale Agreement dated May 30, 1996, by and among SunGard Data Systems Inc., NCS and NCS Holdings. (See Exhibit 2.0 hereto) The Company received $95 million in cash for all of the issued and outstanding shares of NCS Financial Systems, Inc., a wholly-owned subsidiary of NCS Holdings, Inc. The sale price was determined through arms-length negotiation. There is no material relationship between SunGard Data Systems Inc. and the Company or any of its affiliates, any director or officer of the Company, or any associate of any such director or officer. Item 7. Financial Statements and Exhibits (b) Pro forma financial information A description of the transaction and the entities involved are set forth in Item 2 hereof. The following pro forma consolidated financial statement of the Company and its subsidiaries giving effect to the transaction described above for the year ended January 31, 1996 is incorporated herein by reference: Pro forma Statement of Income -- Year Ended January 31, 1996 The following consolidated financial statements of the Company and its subsidiaries, giving effect to the above described transaction as discontinued operations, included in the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 1996, are incorporated herein by reference: Consolidated Statements of Income -- Three Months Ended April 30, 1996 and 1995 Consolidated Balance Sheets -- April 30 and January 31, 1996 Notes to Consolidated Financial Statements -- April 30, 1996 (c) Exhibits 2.0 Stock Purchase and Sale Agreement, dated May 30, 1996, by and among SunGard Data Systems Inc., NCS and NCS Holdings is incorporated herein by reference to Exhibit 2.0 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1996. 99.0 Pro forma Statement of Income for the year ended January 31, 1996. 99.1 Portions of the Consolidated Financial Statements of the Company are incorporated herein by reference to the Company's Form 10-Q for the quarterly period ended April 30, 1996. Signature Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 25, 1996 NATIONAL COMPUTER SYSTEMS, INC. By: /s/ J.W. Fenton, Jr. J.W. Fenton, Jr. Secretary and Treasurer INDEX TO EXHIBITS Exhibits 2.0 Stock Purchase and Sale Agreement, dated May 30, 1996, by and among SunGard Data Systems Inc., NCS and NCS Holdings is incorporated herein by reference to Exhibit 2.0 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1996. 99.0 Pro forma Statement of Income for the year ended January 31, 1996. 99.1 Portions of the Consolidated Financial Statements of the Company are incorporated herein by reference to the Company's Form 10-Q for the three months ended April 30, 1996. EX-99 2 NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES Exhibit 99.0 PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Proforma Income Statement as of January 31, 1996 ----------------------------------------------- Financial Proforma Pro Forma As Reported Systems Adjustments (Unaudited) ----------- --------- ----------- ----------- (In thousands, except per share amounts) Revenues Net sales $296,136 $35,056 $ - $261,080 Maintenance and support 62,840 23,037 - 39,803 -------- ------- ------- -------- Total revenues 358,976 58,093 - 300,883 Cost of Revenues Cost of sales 180,392 18,700 - 161,692 Cost of maintenance and support 41,868 14,415 - 27,453 -------- ------- ------- -------- Gross profit 136,716 24,978 - 111,738 Operating Expenses Sales and marketing 44,773 6,229 - 38,544 Research and development 13,938 5,448 - 8,490 General and administrative 38,268 3,653 615 34,000 -------- ------- ------- -------- Income From Operations 39,737 9,648 (615) 30,704 Interest expense 3,311 35 - 3,276 Other (income) expense, net (583) (251) - (332) -------- ------- ------- -------- Income Before Income Tax Provision 37,009 9,864 (615) 27,760 Income tax provision 14,750 3,807 (237) 11,180 -------- ------- ------- -------- Net Income $ 22,259 $ 6,057 $ (378) $ 16,580 ======== ======= ======= ======== Net Income Per Share $ 1.42 $ 1.06 Average Shares Outstanding 15,685 15,685
Note A - The consolidated statement of income for the fiscal year ended January 31,1996 has been presented to reflect, on a pro forma basis, the disposition of the Financial Systems business, as if it had occurred at the beginning of the fiscal year. The Financial Systems business as presented agrees to the business segment data as previously reported in the Company's 1995 Annual Report to Stockholders. The pro forma adjustment is for a corporate administrative department expense specifically related to the Financial Systems business, which will no longer be incurred as a result of the sale of the segment. -----END PRIVACY-ENHANCED MESSAGE-----