SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange of Act of 1934
March 15, 1996
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(Date of earliest event reported)
HOGAN SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-12317 75-1558550
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(Commission File Number) (IRS Employer Identification No.)
5080 Spectrum Drive, Suite 400E
Dallas, Texas 75248
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(Address of principal executive offices and zip code)
(214) 386-0020
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(Registrants telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 1. CHANGE IN CONTROL OF REGISTRANT.
On March 15, 1996, pursuant to the Agreement and Plan of Merger, dated as
of December 10, 1995, by and among the Registrant, The Continuum Company, Inc.,
a Delaware corporation (Continuum"), and Continuum Acquisition Corporation, a
Delaware corporation ("CAC"), as amended (the "Merger Agreement"), CAC was
merged with and into the Registrant (the "Merger"), with the Registrant
surviving the Merger as a wholly-owned subsidiary of Continuum. As a result of
the Merger, each share of common stock, $0.01 par value, of the Registrant
issued and outstanding immediately before the Merger (other than shares held by
the Registrant in treasury or by Continuum) will be converted into the right to
receive 0.315 of a share of common stock, $0.10 par value, of Continuum
("Continuum Common Stock"). On March 15, 1996, the stockholders of the
Registrant approved the Merger and the stockholders of Continuum approved the
issuance of Continuum Common Stock in the Merger. Effective as of the time of
the Merger, Continuum appointed two directors of the Registrant as Advisory
Directors of Continuum.
The Registrant provides integrated software applications and related
professional services to financial institutions worldwide. It is expected that
the Registrant will continue this business as a wholly-owned subsidiary of
Continuum.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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2.1 The Agreement and Plan of Merger dated as of December
10, 1995 by and among Hogan Systems, Inc., The
Continuum Company, Inc. and Continuum Acquisition
Corporation, previously filed as Exhibit 2.1 to the
Registrant's Form 8-K reporting the events of December
10, 1995, is hereby incorporated by reference.
99.1 The press release dated February 7, 1996, previously
filed as Exhibit 99.1 to the Registrant's Form 8-K
reporting the events of February 7, 1996, is hereby
incorporated by reference.
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SIGNATURES
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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 thereunto duly authorized.
HOGAN SYSTEMS, INC.
(Registrant)
By: s/s David R. Bankhead
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David R. Bankhead
Senior Vice President and
Chief Financial Officer
DATED: March 15, 1996
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