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):
MARCH 7, 2003 (FEBRUARY 20, 2003)
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 JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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2300 WEST PLANO PARKWAY
PLANO, TEXAS 75075
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(972) 577-0000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 20, 2003, Perot Systems Corporation, a Delaware corporation
("PSC"), through its wholly-owned subsidiary Perot Systems Government Services,
Inc., a Virginia corporation ("PSGS"), acquired all of the issued and
outstanding capital stock (the "Stock") of Soza & Company, Ltd., a Virginia
corporation ("Soza"), for (i) $75,000,000 paid in cash at the closing (plus
excess cash and less debt and seller transaction costs), and (ii) up to three
additional payments to be paid in cash, or at the option of PSC, 70% in common
stock of PSC, such payments being contingent on the business of Soza achieving
certain levels of financial performance during the two year period following the
closing. Such contingent payments, if any, may not exceed $32,000,000 in the
aggregate. The purchase price is subject to reduction based on levels of working
capital, closing cash balances and long term net asset balances of Soza as of
the closing. The purchase price was determined using a combination of discounted
cash flow and net book value analyses. The consideration for the purchase of the
Stock was determined by arm's-length negotiations between representatives of PSC
and the stockholders of Soza.
The sale was consummated pursuant to a Stock Purchase Agreement, dated
February 4, 2003, among PSC, PSGS, Soza and the stockholders of Soza. The cash
consideration paid at closing for the Stock was from PSC's cash on hand.
Soza is engaged in the business of providing information technology,
management consulting, financial services and environmental services primarily
to public sector clients. Generally, PSC, through PSGS, will continue operating
the business as previously operated by Soza.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Historical financial information regarding Soza 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.
(c) Exhibits.
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Exhibit
Number Description
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*2.1 Stock Purchase Agreement, dated as of February 4, 2003, by and
among Perot Systems Corporation, a Delaware corporation, Perot
Systems Government Services, Inc., a Virginia corporation, Soza
& Company, Ltd., a Virginia corporation and the stockholders of
Soza (including Exhibit A but excluding Exhibits B, C, C-1, C-2,
C-3, C-4, D-1, D-2, D-3, E, F-1, F-2, G and H and the
schedules**).
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* Filed herewith.
** The schedules and exhibits to this agreement were omitted in reliance
upon Item 601(b)(2) of Regulation S-K. A description of each omitted
schedule and exhibit is included with the agreement. PSC agrees to
furnish a copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.
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: March 7, 2003 PEROT SYSTEMS CORPORATION
By: /s/ Rex Mills
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Rex Mills
Assistant Secretary
INDEX TO EXHIBITS
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Exhibit
Number Description
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*+2.1 Stock Purchase Agreement, dated as of February 4, 2003, by and
among Perot Systems Corporation, a Delaware corporation, Perot
Systems Government Services, Inc., a Virginia Corporation, Soza
& Company, Ltd., a Virginia corporation and the stockholders of
Soza (including Exhibit A but excluding Exhibits B, C, C-1, C-2,
C-3, C-4, D-1, D-2, D-3, E, F-1, F-2, G 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.