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UNITED STATES
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
APRIL 4, 2000
Date of Report (Date of Earliest Event Reported)
BILLING CONCEPTS CORP
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28536 74-2781950
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
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(Address of principal executive offices) (Zip Code)
(210)949-7000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On March 21, 2000 Billing Concepts Corp. (the "Company") and its wholly
owned subsidiary, Lubbock Acquisition Corp., a Delaware corporation
("LAC"), entered into a Plan of Reorganization, Merger and Acquisition
Agreement (the "Agreement") with Operator Service Company, a Texas
corporation ("OSC"), and the stockholders of OSC. OSC, headquartered in
Lubbock, Texas, is a privately held provider of inbound, directory assistance
and interactive voice response and customer relationship management services
to the telecommunications, car rental and consumer products industries.
Under the terms of the Agreement, the Company agreed to acquire all of the
issued and outstanding shares of capital stock of OSC ("OSC Common Stock") in
exchange for 3.846,154 shares of common stock, $.01 par value, of the Company
("Billing Common Stock").
The acquisition was consummated on April 4, 2000, pursuant to the terms
of the Agreement, as amended on April 4, 2000, upon (1) filing of Articles of
Merger and a Certificate of Merger with the Secretary of State of the States
of Texas and Delaware, respectively, pursuant to which LAC merged with and
into OSC and became a wholly owned subsidiary of the Company, and (ii)
issuance by the Company of an aggregate of 3.846,154 shares of Billing Common
Stock to the stockholders of OSC. This amount of consideration paid by the
Company for the OSC Common Stock was arrived at through negotiations between
the Company, OSC and the principal stockholders of OSC and was based on a
variety of factors, including, but not limited to, earnings and revenue, the
value of the goodwill and the nature of the directory assistance and
teleservices industries. Of the 3,846,154 shares issued, 769,000 shares were
deposited in an escrow account to satisfy certain earnings obligations, and
461,573 shares were deposited in an escrow account to satisfy certain
indemnification obligations. The acquisition will be accounted for under the
purchase method of accounting. The Company has granted certain registration
rights for 20% of the shares issued in connection with the acquisition.
Billing Concepts, Inc., a wholly owned subsidiary of the Company, entered
into a employment agreement with a principal of OSC and Operator Service
Company, the surviving corporation in the merger and a wholly owned
subsidiary of the Company, entered into employment agreements with a
principal of OSC and eight other management and technical employees of OSC in
connection with this acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit Index.
Exhibit 2.1 Plan of Reorganization, Merger and Acquisition
Agreement dated effective March 21, 2000, by and
among Billing Concepts Corp., Lubbock Acquisition
Corp., Operator Service Company and the stockholders
of Operator Service Company, as amended by Amendment
No. 1 to Plan of Reorganization, Merger and
Acquisition Agreement; dated April 4, 2000 (filed
herewith)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
BILLING CONCEPTS CORP.
(Registrant)
Date: April 6, 2000 By: /a/David P. Tusa
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David P. Tusa
Senior Vice President and
Chief Financial Officer
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