-----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, PeO0cBHFgVeQVL9yUSAuLeS6bLs1eUpjnYabo7CktnmWSIJEn9Go0Jsqmlmv0qFd G35i1IpIAyH1f/oyeTPI0g== 0000806388-99-000023.txt : 19990208 0000806388-99-000023.hdr.sgml : 19990208 ACCESSION NUMBER: 0000806388-99-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990115 ITEM INFORMATION: FILED AS OF DATE: 19990205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 630713665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15295 FILM NUMBER: 99522178 BUSINESS ADDRESS: STREET 1: 4090 SOUTH MEMORIAL PARKWAY STREET 2: P.O. 400002 CITY: HUNTSVILLE STATE: AL ZIP: 35802-1326 BUSINESS PHONE: 2568831140 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 15, 1999 ----------------------------- NICHOLS RESEARCH CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-15295 63-0713665 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) IRS Employer of incorporation) Identification No. 4090 South Memorial Parkway, Huntsville, Alabama 35802-1326 - ------------------------------------------------------------------------------- (Address, including zip code, of principal executive offices) (256) 883-1140 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On January 22, 1999, Nichols TXEN Corporation, a wholly-owned subsidiary of the Registrant, filed a Form S-1 Registration Statement with the Securities and Exchange Commission relating to an initial public offering of its common stock. If that stock offering is consummated and all of the shares offered are sold, the ownership of the Registrant in Nichols TXEN Corporation will decrease from 100% to 75%, and the remaining 25% of Nichols TXEN Corporation common stock will be owned by investors who purchased the stock as part of that public stock offering. Nichols TXEN Corporation is a leading provider of outsourcing solutions for information technology and administrative services in the managed care and physician practice management segments of the health care industry. On January 15, 1999, the Registrant increased its ownership of Nichols ENTEC Systems, L.L.C. ("ENTEC"), a joint venture owned by the Registrant and DSM Copolymer, Inc. Prior to that acquisition, the Registrant owned 60% of ENTEC and DSM Copolymer, Inc., owned 40%. The Registrant purchased from DSM Copolymer, Inc., an additional 35% interest in ENTEC. As a result, the Registrant now owns 95% of ENTEC and DSM Copolymer, Inc., owns 5%. As a SAP National Implementation Partner, ENTEC provides SAP R/3 implementation services to a wide spectrum of Fortune 500 and mid-sized companies. As a SAP Certified Business Solutions and Accelerated SAP (ASAP) Partner, ENTEC resells SAP R/3 software to mid-sized companies in selected states. On February 4, 1999, the Registrant signed a Letter of Intent with the shareholders of Murray and West, Inc., and Trans-Link USA, Inc., to acquire all of their outstanding capital stock. The transaction is subject to the execution and closing of definitive agreements. Murray and West, Inc., and Trans-Link USA, Inc. provide implementation and integration consulting services and continued support of SAP{TM}R/3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. - 2 - 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. NICHOLS RESEARCH CORPORATION (Registrant) By: Patsy L. Hattox ---------------------------------------- Patsy L. Hattox Chief Administrative Officer, Corporate Vice President and Secretary Date: February 5, 1999 - 3 - INDEX TO EXHIBITS ------------------------------ Exhibit Description No. - -------- -------------- 99.1 Text of Press Release dated January 22, 1999, issued by Nichols Research Corporation relating to the initial public offering of stock by Nichols TXEN Corporation 99.2 Text of Press Release dated January 15, 1999, issued by Nichols Research Corporation relating to its acquisition of additional interest in Nichols ENTEC Systems, L.L.C. 99.3 Text of Press Release dated February 4, 1999, issued by Nichols Research Corporation relating to the signing of a letter of intent to acquire all of the stock of Murray and West, Inc., and Trans- Link USA, Inc. - 4 - EX-99.1 2 FOR IMMEDIATE RELEASE January 22, 1999 CONTACT: Pat L. Hattox Corporate Vice President, Investor Relations (256) 885-7447 HATTOXP@NICHOLS.COM NICHOLS RESEARCH CORPORATION ANNOUNCES INITIAL PUBLIC OFFERING OF NICHOLS TXEN CORPORATION COMMON STOCK HUNTSVILLE, ALABAMA - Michael J. Mruz, Nichols Research Corporation CEO, announced today the filing of a registration statement with the Securities and Exchange Commission relating to the initial public offering of Nichols TXEN Corporation, a wholly owned subsidiary of Nichols Research. All of the shares are to be offered by Nichols TXEN. The managing underwriters for the offering are BT Alex. Brown Incorporated; CIBC Oppenheimer; Friedman, Billings, Ramsey & Co., Inc.; and The Robinson-Humphrey Company, LLC. Nichols TXEN, headquartered in Birmingham, Alabama, is a leading provider of outsourcing solutions for information technology (IT) and administrative services in the managed care and physician practice management segments of the health care industry. The Company has approximately 600 employees. The net proceeds from the offering will be used by Nichols TXEN for working capital and other general corporate purposes. Some of the net proceeds of this offering may be used to fund possible acquisitions of complementary businesses, products, or technologies. While Nichols TXEN continually evaluates acquisition opportunities, no such acquisitions are currently being negotiated. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. When subsequently available, a preliminary prospectus relating to the offering of the shares may be obtained from BT Alex. Brown Incorporated at 1 South Street, Baltimore, Maryland 21202. Nichols Research Corporation, headquartered in Huntsville, Alabama, provides information technology and technical services for clients in the Department of Defense, federal civilian agencies, state government, and commercial organizations. The Company has 31 locations throughout the United States with approximately 3,000 employees. Additional information may be found at the Nichols web site: WWW.NICHOLS.COM. Nichols' stock is traded under the Nasdaq market symbol: NRES. EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY CONTAIN WORDS SUCH AS THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES," "EXPECTS," "ESTIMATES," "PLANS," AND WORDS OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES, GOALS OR STRATEGIES ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DISCUSSED IN MORE DETAIL IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT ANNUAL REPORT. EX-99.2 3 FOR IMMEDIATE RELEASE January 15, 1999 CONTACT: Pat L. Hattox Corporate Vice President, Investor Relations (256) 885-7447 HATTOXP@NICHOLS.COM NICHOLS RESEARCH ANNOUNCES INCREASED OWNERSHIP OF NICHOLS ENTEC SYSTEMS, L.L.C HUNTSVILLE, ALABAMA - Chris H. Horgen, Chairman of Nichols Research Corporation, announced today that the Company has completed the purchase of an additional 35% ownership in Nichols Entec Systems, L.L.C. With this purchase, Nichols Entec will be 95% owned by Nichols Research and 5% owned by DSM Copolymer in Baton Rouge, LA. This transaction will have no impact on earning per share in fiscal year 1999 and is expected to be accretive to Nichols' earnings per share in fiscal year 2000. As a SAP National Implementation Partner, Nichols Entec provides SAP R/3 implementation services to a wide spectrum of Fortune 500 and mid-sized companies. As a SAP Certified Business Solutions and Accelerated SAP (ASAP) Partner, Nichols Entec resells SAP R/3 software to mid-sized companies in selected states. The Company continues to pursue other acquisition candidates to enhance its SAP strategy. Nichols hopes to realize additional revenues of approximately $16 million prior to year-end from these acquisitions. Nichols Research Corporation, headquartered in Huntsville, Alabama, provides information technology and technical services for clients in the Department of Defense, federal civilian agencies, state government, and commercial organizations. The company has 31 locations throughout the United States with approximately 3,000 employees. Additional information may be found at the Nichols web site: WWW.NICHOLS.COM. The Company's stock is traded under the Nasdaq market symbol: NRES. EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY CONTAIN WORDS SUCH AS THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES," "EXPECTS," "ESTIMATES," "PLANS", "HOPES," AND WORDS OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES, GOALS OR STRATEGIES ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD- LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DISCUSSED IN MORE DETAIL IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT ANNUAL REPORT. EX-99.3 4 FOR IMMEDIATE RELEASE February 4, 1999 CONTACT: Pat L. Hattox Corporate Vice President Investor Relations (256) 885-7447 HATTOXP@NICHOLS.COM NICHOLS RESEARCH ANNOUNCES INTENT TO ACQUIRE MURRAY AND WEST, INC./ TRANS-LINK USA, INC. HUNTSVILLE, ALABAMA - Chris H. Horgen, Nichols Research Chairman, announced today that the Company signed a Letter of Intent with the principal shareholders of Murray and West, Inc./Trans-Link USA, Inc., to acquire all of their outstanding capital stock. Murray and West/Trans-Link USA revenues for fiscal years ending December 31, 1997, and 1998, were $18.6 million and $29.1 million, respectively. The transaction is subject to the execution and closing of definitive agreements. Murray and West, Inc./Trans-Link USA Inc. provide implementation and integration consulting services and continued support of SAP{TM }R/3. Mr. Horgen states, "This acquisition, along with other recently announced changes, will enable Nichols Holland Corporation, a corporation formed by Nichols, to become a substantial presence in the Enterprise Resource Planning arena." "Nichols' solid reputation of helping businesses implement IT solutions compliments our efforts in both IT staffing and integration services. The combined companies will be positioned in the marketplace to better serve client needs by providing a broader set of solutions and services" states Mr. Ted. C. Murray, President, Murray and West, Inc./Trans-Link USA, Inc. Nichols Research Corporation, headquartered in Huntsville, Alabama, provides IT and technical services for the Department of Defense, federal civilian agencies, state government clients, and commercial clients. The company has 31 locations throughout the United States with approximately 3,000 employees. Additional information may be found at the Nichols web site: WWW.NICHOLS.COM. The Company's stock is traded under the Nasdaq market symbol: NRES. EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS CAN BE GENERALLY IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENT WILL USUALLY CONTAIN WORDS SUCH AS THE COMPANY OR MANAGEMENT "BELIEVES," "ANTICIPATES," "EXPECTS," "ESTIMATES," "PLANS," AND WORDS OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY'S FUTURE PLANS, OBJECTIVES, GOALS OR STRATEGIES ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THESE RISKS AND UNCERTAINTIES ARE DISCUSSED IN MORE DETAIL IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1998, INCLUDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS SECTION OF THAT ANNUAL REPORT. -----END PRIVACY-ENHANCED MESSAGE-----