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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
AUGUST 10, 2001 (JULY 26, 2001)
PEROT SYSTEMS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-22495 75-2230700
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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12404 PARK CENTRAL DRIVE
DALLAS, TEXAS 75251
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(972) 340-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 26, 2001, Perot Systems Corporation, a Delaware corporation
("PSC"), through two wholly-owned acquisition subsidiaries (the "Acquisition
Subs"), completed the acquisition of the business of Advanced Receivables
Strategy, Inc., a Tennessee corporation ("ARS"), Advanced Receivables Strategy -
Government Accounts Division, Inc. ("GAD"), Meridian Healthcare Staffing, LLC, a
Tennessee limited liability company ("Meridian"), Cash-Net, LLC, a Tennessee
limited liability company ("Cash-Net") (ARS, GAD, Meridian and Cash-Net are
collectively, the "Companies"), by acquiring substantially all of the assets of
the Companies (the "Assets") in exchange for (i) $52,400,000 paid in cash at the
closing (subject to adjustment for working capital balances of the Companies),
(ii) the assumption by the Acquisition Subs of certain liabilities of the
Companies and (iii) up to four additional payments to be paid in cash, or at the
option of PSC, half in common stock of PSC, such payments being contingent on
the business of the Companies achieving certain levels of financial performance
during the three year period following the closing. Such contingent payments, if
any, may not exceed $50,000,000 in the aggregate. The purchase price was
determined using a combination of discounted cash flow and net book value
analyses. The consideration for the purchase of the Assets was determined by
arm's-length negotiations between representatives of PSC and the Companies.
The Assets include contractual rights, accounts receivable, workforce
in place, equipment, fixtures and other tangible and intangible assets. The sale
was consummated pursuant to an Asset Purchase Agreement, dated June 8, 2001,
among PSC, the Acquisition Subs, the Companies and the owners of the Companies
named therein. The cash consideration paid at closing for the Assets was from
PSC's cash on hand.
The Companies are engaged in the business of providing accounts
receivable management and related office solutions to hospitals and hospital
related clinics. PSC will use the Assets to continue operating the business as
previously operated by the Companies.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Historical financial information regarding the Companies is not
required to be filed in this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
Pro forma financial information is not required to be filed in this
Current Report on Form 8-K.
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(c) Exhibits.
Exhibit
Number Description
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*2.1 Asset Purchase Agreement, dated as of June 8, 2001, by and
among Perot Systems Corporation, a Delaware corporation,
PSARS, LLC, a Delaware limited liability company, Advanced
Receivables Strategy, Inc., a Tennessee corporation ("ARS"),
Advanced Receivables Strategy - Government Accounts Division,
Inc., a Tennessee corporation ("GAD"), Meridian Healthcare
Staffing, LLC, a Tennessee limited liability company
("Meridian"), Cash-Net, LLC, a Tennessee limited liability
company ("Cash-Net"), and the owners of ARS, GAD, Meridian and
Cash-Net named therein (including Exhibit B but excluding
Exhibits A, C, D, E, F-1, F-2, G-1, G-2 and H and the
schedules**).
* Filed herewith.
** The schedules to this agreement were omitted in reliance upon Item
601(b)(2) of Regulation S-K. PSC agrees to furnish a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission
upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 10, 2001 PEROT SYSTEMS CORPORATION
By: /s/ REX MILLS
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Rex Mills
Assistant Secretary
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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*+2.1 Asset Purchase Agreement, dated as of June 8, 2001, by and
among Perot Systems Corporation, a Delaware corporation,
PSARS, LLC, a Delaware limited liability company, Advanced
Receivables Strategy, Inc., a Tennessee corporation ("ARS"),
Advanced Receivables Strategy - Government Accounts Division,
Inc., a Tennessee corporation ("GAD"), Meridian Healthcare
Staffing, LLC, a Tennessee limited liability company
("Meridian"), Cash-Net, LLC, a Tennessee limited liability
company ("Cash-Net"), and the owners of ARS, GAD, Meridian and
Cash-Net named therein (including Exhibit B but excluding
Exhibits A, C, D, E, F-1, F-2, G-1, G-2 and H and the
schedules).
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* Filed herewith.
+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted information has been filed with the
Securities and Exchange Commission.