SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 11, 2000
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NATIONAL INFORMATION CONSORTIUM, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 000-26621 52-2077581
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
12 CORPORATE WOODS
10975 BENSON STREET, SUITE 390, OVERLAND PARK, KANSAS 66210
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(877) 234-EGOV
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 11, 2000, National Information Consortium, Inc., a
Colorado corporation (the "Registrant"), completed the acquisition of SDR
Technologies, Inc., a California corporation ("SDR"), pursuant to an
Amended and Restated Agreement and Plan of Reorganization and Merger, dated
as of May 5, 2000, as amended (the "Merger Agreement"), by and among the
Registrant, SDR Acquisition Corp., a California corporation and a wholly
owned subsidiary of the Registrant ("Merger Sub"), and SDR. Pursuant to the
Merger Agreement, attached hereto as Exhibit 1.1, Merger Sub was merged
with and into SDR (the "Merger"), and SDR, as the surviving corporation,
became a wholly owned subsidiary of the Registrant.
As a result of the Merger, each outstanding share of SDR
common stock and each outstanding share of SDR Series A Preferred Stock was
converted into 0.59977 share of Registrant common stock. Ten percent of the
shares of Registrant common stock to be issued to former shareholders of
SDR will be held in escrow on their behalf to secure certain
indemnification obligations under the Merger Agreement. A total of
1,912,097 shares of Registrant common stock and options to purchase 229,965
shares of Registrant common stock will be issued in the Merger. The
preliminary purchase price for the Merger is approximately $ 38.1 million,
and the transaction will be accounted for as a purchase.
The foregoing summary of the Merger Agreement does not purport
to be a complete description of the Merger and is qualified in its entirety
by reference to the entire document attached hereto as Exhibit 1.1 and
incorporated herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The Registrant expects to file the financial
statements of SDR by amendment for the periods required by
Rule 3-05(b) of Regulation S- X on or before July 26, 2000.
(b) Pro Forma Financial Information
The Registrant expects to file pro forma financial
information by amendment for the periods required by Article
11 of Regulation S-X on or before July 26, 2000.
(c) Exhibits
1.1 Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of May 5,
2000, as amended, by and among the Registrant,
SDR Acquisition Corp., a California
corporation and a wholly owned subsidiary of
the Registrant, and SDR Technologies, Inc.
2.1 Press Release of National Information
Consortium, Inc., dated May 15, 2000.
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.
NATIONAL INFORMATION
CONSORTIUM, INC.
By: /s/ Kevin C. Childress
___________________________
Name: Kevin C. Childress
Title: Chief Financial Officer
Date: May 26, 2000
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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1.1 Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of May 5,
2000, as amended, by and among the Registrant, SDR
Acquisition Corp., a California corporation and a
wholly owned subsidiary of the Registrant, and SDR
Technologies, Inc.
2.1 Press Release of National Information Consortium,
Inc., dated May 15, 2000.