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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):
AUGUST 31, 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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 1998, MAXIMUS, Inc. ("MAXIMUS") acquired Carrera Consulting
Group ("Carrera"). The acquisition was structured as a merger (the "Merger") of
a wholly owned subsidiary of MAXIMUS with and into Carrera pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") dated as of August 31,
1998. The Merger was a tax-free reorganization and is being accounted for as a
pooling of interests.
As consideration for the Merger, the sole stockholder of Carrera received
1,137,420 shares of common stock, no par value, of MAXIMUS (the "MAXIMUS Common
Stock") in exchange for the 2,800,000 issued and outstanding shares of common
stock, no par value, of Carrera (the "Carrera Common Stock"). In addition,
holders of options for shares of Carrera Common Stock will each receive an
option for .40622 shares of MAXIMUS Common Stock for each share of Carrera
Common Stock represented by the outstanding Carrera options held by such option
holders.
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 Carrera or its stockholder
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 Carrera in the business of
providing information technology consulting services, primarily with respect to
implementing software developed by PeopleSoft, Inc., and financial and human
resources software for local and state governments. MAXIMUS intends that Carrera
will operate in the same business either as a wholly owned subsidiary or as a
division of MAXIMUS.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X financial statements
of the business acquired are not required.
(b) Pro Forma Financial Information.
Pursuant to Rule 3-05(b)(2)(i) of Regulation S-X pro forma financial
statements are not required.
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(c) Exhibits:
2 Agreement and Plan of Merger dated August 31, 1998 by and between
MAXIMUS, Inc., Carrera Acquisition Corp., Carrera Consulting Group and
Margaret Carrera. Filed herewith. Pursuant to Item 601(b)(2) of
Regulation S-K, the exhibits and schedules to the Agreement and Plan
of Merger are omitted. A list of such exhibits and 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 exhibit or schedule to the Commission upon request.
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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: September 14, 1998 By: /s/ David V. Mastran
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David V. Mastran
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2 Agreement and Plan of Merger dated August 31, 1998, by and
between MAXIMUS, Inc., Carrera Acquisition Corp., Carrera
Consulting Group and Margaret Carrera. Filed herewith. Pursuant
to Item 601(b)(2) of Regulation S-K, the exhibits and schedules
to the Agreement and Plan of Merger are omitted. A list of such
exhibits and 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 exhibit or schedule
to the Commission upon request.
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