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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 30, 1998
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(Date of earliest event reported)
ABR Information Services, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 0-24132 59-3228107
(State or other juris- (Commission File (I.R.S. Employer
diction of incorporation) Number) Identification Number)
34125 U.S. Highway 19 North
Palm Harbor, Florida 34684-2116
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(Address of principal executive offices) (Zip Code)
(813) 785-2819
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On April 30, 1998, ABR Information Services, Inc., a Florida
corporation ("ABR"), acquired (the "Acquisition") all of the issued
and outstanding capital stock of Business Computer Services, Inc.
(dba PayAmerica), a Virginia corporation ("BCSI"), in exchange for
1,198,008 shares of ABR's voting common stock, $.01 par value per
share ("ABR Stock"). The Acquisition was consummated in accordance
with the terms of an Agreement and Plan of Reorganization, dated
April 30, 1998, by and among ABR, BCSI, the Shareholders of BCSI, and
Samuel N. Klewans, as Shareholders' Agent (the "Acquisition
Agreement"). The Acquisition will be accounted for as a pooling of
interests for accounting purposes.
Pursuant to the terms of the Acquisition Agreement, all of the issued
and outstanding shares of BCSI common stock were sold and transferred
to ABR in exchange for an aggregate number of shares of ABR Stock
determined by dividing $36,000,000 by the average closing price of
the ABR Stock on the Nasdaq National Market for the ten trading days
immediately preceding the day before the closing date. As of the
closing date of the Acquisition, there were 1,580 shares of BCSI
common stock outstanding.
Prior to the Acquisition, BCSI was one of the largest privately held
payroll and tax filing service bureaus in the United States and a
pioneer of Windows-based payroll and human resources solutions. In
1997, BCSI processed more than $1 billion in payroll taxes and earned
"Bulk Filing Status" from the Internal Revenue Service, one of only
13 companies to achieve such status. BCSI is headquartered in McLean,
Virginia, and maintains a sales office in Baltimore, Maryland. A
second sales office is scheduled to open this year in Cherry Hill,
New Jersey. BCSI has over 2,000 customers and generated approximately
$8.6 million in revenue in calendar 1997.
The Acquisition Agreement is filed as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference. The
discussion above is qualified in its entirety by reference to that
agreement.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable
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(b) Pro Forma financial information.
Not applicable
(c) Exhibits.
2.1 Agreement and Plan of Reorganization, dated April 30, 1998, by and
among ABR Information Services, Inc., Business Computer Services,
Inc. ("BCSI"), Joseph M. Speroni, Paul J. Speroni, Robert S. Speroni,
Stephen J. Speroni, Joseph F. Speroni, David M. Speroni, Richard B.
Speroni, Rex Haverty, E. Hale Waller, Nikky Losapio and Christopher
Mantua, as Shareholders of BCSI, and Samuel N. Klewans, as
Shareholders' Agent. The schedules and exhibits to this document are
not being filed herewith. ABR Information Services, Inc. agrees to
furnish supplementary copies of such schedules and exhibits to the
Securities and Exchange 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 thereunto duly authorized.
ABR INFORMATION SERVICES, INC.
By: /s/ James P. O'Drobinak
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James P. O'Drobinak
Senior Vice President and
Chief Financial Officer
Date: May 14, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated April 30, 1998, by
and among ABR Information Services, Inc., Business Computer
Services, Inc. ("BCSI"), Joseph M. Speroni, Paul J. Speroni,
Robert S. Speroni, Stephen J. Speroni, Joseph F. Speroni,
David M. Speroni, Richard B. Speroni, Rex Haverty, E. Hale
Waller, Nikky Losapio and Christopher Mantua, as Shareholders
of BCSI, and Samuel N. Klewans, as Shareholders' Agent.