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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
Date of Report (Date of earliest event reported):
JUNE 29, 2001
ATLANTIC DATA SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 000-24193 04-2696393
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of Incorporation)
ONE BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(617) 770-3333
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 29, 2001, Atlantic Data Services, Inc. (the "Company") acquired
substantially all the assets of Cool Springs Associates, Inc. d/b/a
EarningsInsights, a Delaware corporation ("EI"), pursuant to an asset purchase
agreement by and among the Company, EI and certain stockholders of EI (the
"Asset Purchase Agreement").
The purchase price for the assets of EI consisted of a $2 million cash payment
and the issuance by the Company of a warrant to purchase 300,000 shares of its
common stock at an exercise price of $5.08 per share. The Company paid the cash
portion of the consideration for the acquired assets from its working capital.
The description of the acquisition is qualified in its entirety by reference to
a copy of the Asset Purchase Agreement filed as Exhibit 2.1 to this Form 8-K.
The terms of the Asset Purchase Agreement were determined on the basis of
arms-length negotiations. Prior to the execution of the Asset Purchase
Agreement, neither the Company, nor any of its affiliates, any director or
officer of the Company, nor any associate of such director or officer had any
material relationship with EI.
The assets of EI acquired by the Company consist of all tangible and intangible
property, including without limitation all personal property and interests
therein, including certain equipment, machines, furniture, tools, supplies,
devices and other tangible property, all rights under certain contracts,
agreements, leases and licenses specifically assumed by the Company, including a
license to certain intellectual property of First Manhattan Consulting Group,
Inc., all intellectual proprietary rights of EI, certain business, marketing and
technical records, and all goodwill associated with the business. Prior to the
acquisition of these assets by the Company, EI used such assets to engage in the
business of providing profitability analysis and solutions to financial
institutions via an application service provider delivery mechanism. The Company
currently intends to use the acquired assets primarily to continue the former
business of EI.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial information required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
information shall be filed by amendment to this Form 8-K no later than September
11, 2001.
(b) Pro Forma Financial Information
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial information required by
this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such financial
information shall be filed by amendment to this Form 8-K no later than September
11, 2001.
(c) Exhibits
2.1* Asset Purchase Agreement, dated as of June 29, 2001,
by and among the Company, EI and certain stockholders
of EI.
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4.1 Specimen Certificate for Shares of the Company's
Common Stock (Incorporated by reference to the
Company's Registration Statement on Form S-1 filed
March 26, 1998 (File No. 333-48703))
* Filed herewith
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATLANTIC DATA SERVICES, INC.
Date: July 12, 2001 By: /s/ Robert W. Howe
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Robert W. Howe
Chairman and Chief Executive Officer
Date: July 12, 2001 By: /s/ Paul K. McGrath
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Paul K. McGrath
Senior Vice President and Chief Financial
Officer (Principal Financial and Accounting
Officer)