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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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February 5, 2003 (February 5 2003)
Date of Report (Date of earliest event reported)
TYLER TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10485 75-2303920
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225
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(Address of principal executive offices)
(972) 713-3700
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(Registrant's telephone number, including area code)
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Item 5. Other Events and Regulation FD Disclosures.
On February 4, 2003, Tyler Technologies, Inc. ("Tyler") entered into a Tender
and Voting Agreement (the "Tender Agreement") with SunGard Data Systems Inc.
("SDS"). Under the Tender Agreement, Tyler agreed to tender all 5,618,952 shares
of H.T.E., Inc. ("H.T.E.") common stock owned by Tyler in the tender offer to be
commenced by SDS for the acquisition of H.T.E.
On February 5, 2003, SDS and H.T.E. announced that they had reached a definitive
agreement for the acquisition by SDS of all of the shares of H.T.E. for $7.00
per share in cash, which will be accomplished through a cash tender offer
followed by a merger. SDS and H.T.E. also announced that the consummation of the
transaction is subject to customary conditions, including the tender of at least
a majority of the outstanding shares of H.T.E. in the tender offer and the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. SDS and H.T.E. further announced that
certain shareholders of H.T.E. holding in the aggregate stock representing
approximately 49.6% of the total outstanding shares of H.T.E. (including the
Tyler-owned shares) have entered into definitive agreements with SDS in which
they have agreed to tender their shares.
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.
TYLER TECHNOLOGIES, INC.
Date: February 5, 2003 By: /s/ Theodore L. Bathurst
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Theodore L. Bathurst
Vice President and Chief Financial Officer
(principal financial officer)
Date: February 5, 2003 By: /s/ Terri L. Alford
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Terri L. Alford
Controller
(principal accounting officer)