1
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):
MAY 12, 1998
MAXIMUS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 1-12997 54-10005888
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1356 BEVERLY ROAD, MCLEAN, VIRGINIA 22101
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(703) 734-4200
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 12, 1998, MAXIMUS, Inc. ("MAXIMUS") completed its acquisition of
David M. Griffith & Associates, Ltd. ("Griffith"). The acquisition was
structured as a merger (the "Merger") of a wholly owned subsidiary of MAXIMUS
with and into Griffith pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 9, 1998. The Merger was a tax-free reorganization
and is being accounted for as a pooling of interests.
As consideration for the Merger, the stockholders of Griffith received
5.198 shares of common stock, no par value, of MAXIMUS (the "MAXIMUS Common
Stock") in exchange for each of their shares of common stock, $.10 par value, of
Griffith. Cash is payable in lieu of any fractional shares of MAXIMUS Common
Stock otherwise issuable in the Merger for a price equal to the fraction times
$25.25.
The number of shares of MAXIMUS Common Stock delivered as the merger
consideration was determined through arms-length negotiation between the
parties. There was no material relationship between Griffith or its stockholders
and MAXIMUS or any of its affiliates, directors or officers, or any associate of
a MAXIMUS director or officer.
The assets acquired in the Merger were used by Griffith in the business
of providing consulting services, primarily for state and local governments,
throughout the United States and Puerto Rico. Griffith's services include cost
allocation, executive search, revenue maximization, health and human services
management, human resources consulting, fleet management, housing and
environmental consulting, child support collections, organizational and
productivity studies, university research rate negotiations, disaster
management, franchise fee and information system studies. MAXIMUS intends that
Griffith, as a wholly owned subsidiary of MAXIMUS, will operate in the same
business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements and accountants' report required to
be filed under this item were previously filed with the
Securities and Exchange Commission at pages F-21 to F-31 of
MAXIMUS's Registration Statement on Form S-4 (File No.
333-49305), declared effective on April 10, 1998 and
incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed under
this item was previously filed with the Securities and
Exchange Commission at pages 64 to 69 of MAXIMUS's
Registration Statement on Form S-4 (File No. 333-49305),
declared effective on April 10, 1998 and incorporated herein
by reference.
-2-
3
(c) Exhibits:
2 Agreement and Plan of Merger dated March 9, 1998, by and
between MAXIMUS, Inc., Maximus Acquisition Corp., and David M.
Griffith and Associates, Ltd, previously filed as Appendix A
to MAXIMUS's Registration Statement on Form S-4 (File No.
333-49305), declared effective on April 10, 1998 and
incorporated herein by reference. Pursuant to Item 601(b)(2)
of Regulation S-K, the schedules to the Agreement and Plan of
Merger are omitted. A list of such schedules appears in the
table of contents to the Agreement and Plan of Merger. The
Registrant hereby undertakes to furnish supplementally a
copy of any omitted schedule to the Commission upon request.
23.1 Consent of Grant Thornton LLP, independent auditors. Filed
herewith
-3-
4
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.
MAXIMUS, INC.
Date: May 27, 1998 By: /s/ David V. Mastran
---------------------------------
David V. Mastran
President
-4-
5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
2 Agreement and Plan of Merger dated March 9, 1998, by and between
MAXIMUS, Inc., Maximus Acquisition Corp., and David M. Griffith
and Associates, Ltd, previously filed as Appendix A to MAXIMUS's
Registration Statement on Form S-4 (File No. 333-49305), declared
on effective April 10, 1998 and incorporated herein by reference.
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to
the Agreement and Plan of Merger are omitted. A list of such
schedules appears in the table of contents to the Agreement and
Plan of Merger. The Registrant hereby undertakes to furnish
supplementally a copy of any omitted schedule to the Commission
upon request.
23.1 Consent of Grant Thornton LLP, independent auditors. Filed
herewith.
-5-