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<trademark> National Implementation Partner, ENTEC provides SAP
R/3<trademark> implementation services to a wide spectrum of Fortune 500 and
mid-sized companies. As a SAP<trademark> Certified Business Solutions and
Accelerated SAP (ASAP) Partner, ENTEC resells SAP R/3<trademark> 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 -