================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by Registrant |X| Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE [ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY |X| Definitive Additional Materials RULE 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Section 240.14a-12 DELTEK SYSTEMS, INC. -------------------- (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): |X| No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: ================================================================================ Filed by Deltek Systems, Inc. Pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Subject Company: Deltek Systems, Inc. Commission File No.: 000-22001 On May 13, 2002, Deltek Systems, Inc. issued the following press release: NEWS RELEASE For Immediate Release DELTEK REPORTS FIRST QUARTER EARNINGS HERNDON, VA - MAY 13, 2002 -- DELTEK SYSTEMS, INC. (NASDAQ:DLTK), the leading provider of business software and solutions for project-based businesses and professional services firms, today announced financial results for the first quarter ended March 31, 2002. Revenues for the first quarter were $22.8 million, a decrease of 10% compared with $25.1 million in revenue for the first quarter of 2001. Net income and diluted earnings per share for the quarter were $1.4 million and $0.09, respectively, for the first quarter of 2002. Results for the quarter exclude goodwill amortization as required by new accounting rules that became effective for the Company on January 1, 2002. Net income and diluted earnings per share for the quarter ended March 31, 2001 were $904,000 and $0.06, respectively, including goodwill amortization, and $1.6 million and $0.10, respectively, excluding goodwill amortization. During the quarter, Deltek incurred approximately $800,000 in general and administrative expenses as a direct result of the planned going private transaction. Deltek expects to incur additional transaction fees during the second quarter. Software revenue was $6.2 million for the first quarter of 2002, compared with $5.8 million for the first quarter of 2001. Total services revenue was $16.2 million for the quarter, down 13.1% compared with $18.7 million for the first three months of 2001. Services revenue for the first quarter of 2001 included approximately $1.0 million for user conference registration fees. For further information about the results of the quarter ended March 31, 2002 please see the Form 10-Q to be filed with the Securities and Exchange Commission on May 14 or 15, 2002. Deltek will hold a Special Meeting of Shareholders on May 31, 2002 to vote on a proposal to take the company private. Deltek has recently mailed proxy materials to shareholders regarding this proposal. The proposed going private transaction is the subject of a lawsuit filed on or about May 6, 2002 in the Second Judicial District Court in Ramsey County, Minnesota. Additional information concerning this lawsuit will be contained in an amendment to Deltek's Rule 13E-3 Transaction Statement to be filed promptly with the SEC. ABOUT DELTEK SYSTEMS, INC. Deltek Systems, Inc. (NASDAQ: DLTK) is the leading provider of business software, solutions and consulting to more than 7,500 professional services firms and project-based companies worldwide. Deltek's solutions encompass client relationship management and proposal automation; employee time and expense; project and resource planning, budgeting and control; accounting and billing; procurement and materials management; human resources management; and e-Business. Integrated services include premium-level customer support and software maintenance, implementation and practice management consulting, and classroom training. For more information, visit Deltek at www.deltek.com, or call 800/456-2009 in the U.S., or +44 (0) 20 7518 5010 in the U.K. (C)2002 DELTEK SYSTEMS, INC. ALL REFERENCED TRADEMARKS ARE THE PROPERTY OF THEIR RESPECTIVE OWNERS. DELTEK CONTACTS: K. ALLEN FARBER, PRESS OFFICER, 800/456-2009 x4544; Cell: 703/598-3585; afarber@deltek.com BABETTE J. ALLER, INVESTOR RELATIONS MANAGER, 800/456-2009, x4444; baller@deltek.com CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) THREE MONTHS ENDED MAR 31, ------------- 2002 2001 ---- ---- REVENUES License fees $ 6,167 $ 5,765 Services 16,228 18,681 Third party equipment and software 388 690 ------- ------- Total revenues 22,783 25,136 OPERATING EXPENSES Cost of software 957 1,044 Cost of services 7,079 10,004 Cost of third-party equipment and software 325 618 Software development 5,124 4,911 Sales and marketing 3,381 3,789 General and administrative 3,503 2,049 Amortization of goodwill and intangibles 136 978 ------- ------- Total operating expenses 20,505 23,393 Income from operations 2,278 1,743 Interest and other income 278 122 ------- ------- Income before income taxes 2,556 1,865 Provision for income taxes 1,138 961 Net income $ 1,418 $ 904 PER SHARE Basic $ 0.09 $ 0.06 Diluted $ 0.09 $ 0.06 SHARES USED TO COMPUTE PER SHARE AMOUNTS Basic 15,313 15,178 Diluted 15,403 15,228 CONSOLIDATED STATEMENTS OF INCOME, AS ADJUSTED (In thousands, except per share data) THREE MONTHS ENDED MAR 31, ------------- 2001 ------- Earnings before income taxes $ 1,865 Amortization of goodwill 835 ------- Earnings before income taxes excluding amortization $ 2,700 Provision for income taxes 1,147 ------- Net income, as adjusted $ 1,553 Diluted net income per share, as adjusted $ 0.10 Diluted shares used to compute per share amounts 15,228 SELECTED BALANCE SHEET DATA (In thousands) 03/31/02 12/31/01 -------- -------- ASSETS Cash and marketable securities $30,502 $30,383 Accounts receivable, net 15,010 12,263 Other current assets 5,747 5,710 ------- ------- Total current assets 51,259 48,356 ======= ======= Property and equipment, net 7,488 6,247 Capitalized research & development, net 6,021 6,199 Goodwill and purchased intangibles, net 11,329 11,465 Other assets 257 267 ------- ------- Total assets $76,354 $72,534 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued expenses $ 8,214 $ 8,065 Deferred revenue 14,238 13,420 Other current liabilities 2,111 1,739 ------- ------- Total current liabilities 24,563 23,224 ======= ======= Long term liabilities 1,682 932 ------- ------- Total shareholders' equity 50,109 48,378 ------- ------- Total liabilities and shareholders' equity $76,354 $72,534 ======= =======