UNITED
STATES 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: December 16, 1997
HAGLER BAILLY, INC.
(Exact name of registrant as specified in its
charter)
DELAWARE 54-1759180
(State or other jurisdiction of incorporation or
organization) I.R.S. Employer Identification
Number
1530 Wilson Boulevard, Suite 900, Arlington, VA
22209 (Address of principal executive offices)
(Zip Code)
703-351-0300
(Registrant's telephone number, including area
code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months(or such shorter period
that the registrant was required to file such
reports) and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
[CAPTION]
Table of Contents
Description Page
Item 2. Acquisition or Disposition of Assets 1
Item 7. Exhibits and Reports on Form 8-K 2
(a) To be filed with extention
(b) To be filed with extention
(c) Exhibits
2.1 Agreement and Plan of Merger by and
among Hagler Bailly, Inc., Hagler Bailly
Acquisition Corp. 1997-1 and Apogee
Research, Inc., dated as of November 18,
1997.
4.1 Escrow Agreement dated December 1, 1997
by and among Hagler Bailly, Inc., Hagler
Bailly Acquisition Corp. 1997-1, Richard
R. Mudge as Stockholders' Representative
and State Bank and Trust Company, as
Escrow Agent.
4.2 Registration Rights Agreement dated
November 18, 1997 by and between Hagler
Bailly, Inc. and Richard R. Mudge,
acting as Stockholders' Representative.
11. Earnings per share calculation.
SIGNATURES 4
Item 2. Acquisition or Disposition of Assets.
On December 1, 1997 Hagler Bailly, Inc. ("Hagler Bailly")
completed the merger (the "Merger") of its wholly-owned
subsidiary, Hagler Bailly Acquisition Corp. 1997-1 ("Merger Sub")
with and into Apogee Research, Inc. ("Apogee") pursuant to the
Plan and Agreement of Merger date as of November 18, 1997 by and
among Hagler Bailly, Merger Sub and Apogee (the "Merger
Agreement"), which is filed as an exhibit to this report and is
incorporated herein by reference. Upon consummation of the
Merger, Apogee became a wholly-owned subsidiary of Hagler Bailly.
Apogee, founded in 1986, is a management consulting company
that supports public and private clients in the transportation and
environmental sectors across North America and around the world
with economic, financial and policy expertise.
Pursuant to the Merger Agreement, each share of Apogee Common
Stock outstanding immediately prior to the effective time (the
"Effective Time") of the Merger was converted into approximately
1.2689 shares of Hagler Bailly Common Stock and
each unvested option to purchase Apogee Common Stock outstanding
at the Effective Time was converted into six-tenth (0.6) shares of
Hagler Bailly Common Stock. An aggregate of 409,346 shares of
Hagler Bailly Common Stock were issued to former holders of Apogee
Common Stock and 639 shares to former holders of unvested options
to purchase Apogee Common Stock. Cash will be paid to former
holders of Apogee Common Stock in lieu of fractional shares.
Pursuant to the Merger Agreement, 20,500 shares of Hagler
Bailly Common Stock issued to former holders of Apogee Common
Stock were deposited into escrow to secure the performance of the
indemnity obligations of Apogee under the Merger Agreement and are
subject to the Escrow Agreement dated as of December 1, 1997 by
and among Hagler Bailly, Merger Sub, the Escrow Agent, State
Street Bank and Trust Company, as Escrow Agent, and Richard R.
Mudge, as Stockholders' Representative.
The Merger is intended to be a tax-free reorganization for
federal income tax purposes and is accounted for as a "pooling of
interests" under generally accepted accounting principles.
The shares of Hagler Bailly Common Stock issued pursuant to
the Merger have not been registered under the Securities Act of
1933.
Hagler Bailly estimates incurring as much as $300,000 in
transaction costs in connection with the Merger.
In connection with the Merger, a subsidiary of Hagler Bailly
has entered into employment and non-competition agreements with
Kenneth I. Rubin, Richard R. Mudge, Matthew Hardison, Paul
Nissenbaum and George Davies, all of whom were officers of Apogee
prior to the Merger.
Upon consummation of the Merger, there were 8,392,501 shares
of Hagler Bailly Common Stock issued and outstanding.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired
It is impratical to provide the required financial information
at the time of filing this report. The required financial
information will be filed by amendment to this Form 8-K not
later than February 14, 1998.
(b) Pro Forma Financial Information
It is impratical to provide the required pro forma financial
information at the time of filing this report. The required
financial information will be filed by amendment to this
Form 8-K not later than February 14, 1998.
(c) Exhibits
2.1 Agreement and Plan of Merger by and among Hagler
Bailly, Inc., Hagler Bailly Acquisition Corp. 1997-1 and
Apogee Research, Inc., dated as of November 18, 1997.
4.1 Escrow Agreement dated December 1, 1997 by and among
Hagler Bailly, Inc., Hagler Bailly Acquisition Corp.
1997-1, Richard R. Mudge as Stockholders' Representative
and State Bank and Trust Company, as Escrow Agent.
4.2 Registration Rights Agreement dated November 18, 1997
by and between Hagler Bailly, Inc. and Richard R. Mudge,
acting as Stockholders' Representative.
11. Earnings per share calculation.
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.
HAGLER BAILLY, INC.
(Registrant)
Date: December 15, 1997 By: /s/ Henri- Claude Bailly
Henri-Claude Bailly
President, Chief Executive
Officer
and Chairman of the Board
Date: December 15, 1997 By: /s/ Daniel M. Rouse
Vice President, Chief Financial
Officer, and Treasurer