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
April 15, 1998
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Date of Report (Date of earliest event reported)
PRT GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23315 13-3914972
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(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
342 Madison Avenue, 11th Floor, New York, New York 10173
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(Address of Principal Executive Offices) (Zip Code)
(212) 922-0800
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition and Disposition of Assets.
As of April 15, 1998, PRT Group Inc. (the "Company") entered into
an Asset Purchase Agreement ("Purchase Agreement") with the Institute for
Software Process Improvement, Inc. ("ISPI"), a Pennsylvania corporation.
Pursuant to the Purchase Agreement, the Company purchased substantially all
of the business and assets of ISPI for an aggregate purchase price of
approximately $2.5 million in cash, subject to post-closing adjustments.
In addition, pursuant to the terms of the Purchase Agreement and subject to
applicable law, the owners of all of the equity of ISPI have agreed to
purchase $200,000 worth of shares of Company common stock, in the
aggregate, on the Nasdaq National Market over a period of 120 days after
the closing and to hold such shares for a period of one year from the
purchase date. A press release (the "Press Release") describing the
transaction was released on April 16, 1998.
The Purchase Agreement and Press Release are attached hereto as
Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by
reference in its entirety. The foregoing discussion is qualified in its
entirety by reference to such Exhibits.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It was impracticable to provide the audited financial statements
required in this Form 8-K report. The required audited financial
statements will be filed with the Securities and Exchange Commission (the
"Commission") not later than 60 days after the date of filing of this Form
8-K report.
(b) Pro Forma Financial Information.
It was impracticable to provide pro forma financial information
required pursuant to Article 11 of Regulation S-X relative to an acquired
business in this Form 8-K report. The required pro forma financial
information will be filed with the Commission not later than 60 days after
the date of filing of this Form 8-K report.
(c) Exhibits.
99.1 Asset Purchase Agreement, dated as of April 15, 1998, by and
among the Company, Institute for Software Process Improvement,
Inc., a Delaware corporation and a newly formed wholly owned
subsidiary of the Company, Timothy C. Kasse and Jeffery R.
Perdue and ISPI.
99.2 Press Release issued by the Company, dated April 16, 1998.
SIGNATURE
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.
Dated: April 30, 1998
PRT GROUP INC.
By: /S/ LOWELL W. ROBINSON
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Name: Lowell W. Robinson
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Asset Purchase Agreement, dated as of April 15, 1998, by
and among the Company, Institute for Software Process
Improvement, Inc., a Delaware corporation and a newly
formed wholly owned subsidiary of the Company, Timothy C.
Kasse and Jeffery R. Perdue and ISPI.
99.2 Press Release issued by the Company, dated April 16, 1998.