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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):
FEBRUARY 26, 1999
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 February 26, 1999, MAXIMUS, Inc. ("MAXIMUS") acquired all of the
outstanding stock of Control Software, Inc. ("Control"). The acquisition was
structured as a merger (the "Merger") of a wholly owned subsidiary of MAXIMUS
with and into Control pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of February 26, 1999. The Merger is being accounted for as
a pooling of interests.
As consideration for the Merger, the stockholders of Control received
700,210 shares of common stock, no par value, of MAXIMUS (the "MAXIMUS Common
Stock"). 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 Control or any of 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 Control in the business of
software development and implementation, with a focus in fleet management
software development and implementation. MAXIMUS intends that Control 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 of the business acquired are not required.
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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: March 3, 1999 By: /s/ David V. Mastran
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David V. Mastran
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2 Agreement and Plan of Merger dated February 26, 1999 by
and between MAXIMUS, Inc., Control Acquisition Corp.,
Control Software, Inc., James M. Paulits, John H. Hines,
III, R. David Sadoo and John M. Ryan. 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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