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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 29, 1998
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STEVEN MYERS & ASSOCIATES, INC.
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(Exact name of registrant a specified in its Charter)
California 0-23585 33-0080929
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4695 MacArthur Court, Eighth Floor, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 975-1550
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 29, 1998, Steven Myers & Associates, Inc. ("SM&A") acquired Space
Applications Corporation ("SAC"), a California corporation, in a
reverse-triangular merger (the "Acquisition"). The Acquisition was achieved
pursuant to an Agreement and Plan of Reorganization and Merger (the "Merger
Agreement"), dated May 18, 1998, by and among SM&A, SAC, SAC Acquisition, Inc.
("Sub"), a California corporation, a wholly-owned subsidiary of SM&A, and Roger
H. Skinner, an individual. Pursuant to the Merger Agreement, Sub was merged with
and into SAC, with SAC surviving as a wholly-owned subsidiary of SM&A. In
connection with the Acquisition, the shareholders of SAC received an aggregate
of 819,743 shares of SM&A Common stock on a pro rata basis as set forth in the
Merger Agreement. In determining the aggregate purchase price for SAC, SM&A took
into account the value of companies of similar industry and size to SAC,
comparable transactions, and the market for such companies generally.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of SAC. Financial statements of SAC and
required to be filed pursuant to this section are not available at this time.
Such financial statements will be filed by SM&A as soon as practicable by an
amended Current Report on Form 8-K which will be filed within sixty (60) days
after the filing of this Current Report on Form 8-K.
(b) Pro Forma Financial Information. The pro forma financial
statements of SM&A required to be filed pursuant to this section are not
available at this time. Such pro forma financial information will be filed by
SM&A as soon as practicable by an amended Current Report on Form 8-K which will
be filed within sixty (60) days after the filing of this Current Report on Form
8-K.
(c) Exhibits.
2 Agreement and Plan of Reorganization and Merger, dated May
18, 1998, by and among Steven Myers & Associates, Inc., Space
Application Corporation, and Roger H. Skinner, and certain
exhibits.
99.1 Text of Press Release dated May 18, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 29, 1998 STEVEN MYERS & ASSOCIATES, INC.
By: /S/ RONALD A. HUNN
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Ronald A. Hunn, Chief Financial Officer
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INDEX TO EXHIBITS
2 Agreement and Plan of Reorganization and Merger, dated May 18, 1998, by
and among Steven Myers & Associates, Inc., SAC Acquisition, Inc., Space
Applications Corporation, and Roger H. Skinner, and certain exhibits.
99.1 Text of Press Release dated May 18, 1998.
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