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 (Date of earliest event reported): December 1, 2003
____________________
Commission File Number 0-22935
PEGASUS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2605174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CAMPBELL CENTRE I, 8350 NORTH CENTRAL EXPRESSWAY, SUITE 1900, DALLAS, TEXAS
75206
(Address of principal executive office)
(Zip Code)
Registrant's telephone number, including area code: (214) 234-4000
Item 2. Acquisition or Disposition of Assets
On December 1, 2003, Pegasus Solutions, Inc. (including wholly-owned
subsidiaries, "Pegasus"), a Delaware corporation, completed the acquisition (the
"Acquisition") of all of the outstanding securities of Unirez, a hotel
reservations services company from Rodney Wise, Dwight W. Hendrickson, William
St.Angelo, James R. Smith and Robert Bayless, the securitityholders of Unirez.
The Acquisition was consummated pursuant to a Stock Purchase Agreement dated
October 24, 2003 and an Amendment to the Stock Purchase Agreement dated November
24, 2003, which are attached hereto as Exhibit 2.1. In consideration for the
Acquisition, Pegasus delivered to the securityholders of Unirez, on a pro rata
basis, $35 million in cash and will deliver $3 million in cash on December 1,
2004, subject to certain conditions and post-closing adjustments. The
Acquisition qualifies for a joint election tax benefit under Section 338(h)(10),
which allows goodwill to be fully deductible for tax purposes over a period of
15 years. This benefit and other actions taken in connection with the closing of
the transaction are expected to generate approximately $10 million in future tax
savings that will effectively reduce the purchase price. The foregoing
description is qualified in its entirety by reference to the Stock Purchase
Agreement, as amended. Pegasus utilized cash proceeds from its previously
completed convertible debt offering to fund the acquisition.
Dallas-based Unirez serves independent properties and small group hotels by
providing central reservation services that enable distribution of room
inventory through Global Distribution Systems (GDSs) and Internet channels.
Unirez's primary assets include its software and intangible assets such as
customer service agreements. Under prior contractual agreements, Pegasus has
provided electronic distribution services to Unirez since January 21, 2000. The
purchase price was determined on the basis of arms-length negotiations between
the parties.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
The required financial statements will be filed as soon as practicable, but not
later than 75 days after the effectiveness of the Acquisition.
(b) Pro Forma Financial Statements
The required pro forma financial statements will be filed as soon as
practicable, but not later than 75 days after the effectiveness of the
Acquisition.
(c) Exhibits
Exhibit Number Description
2.1 Stock Purchase Agreement by and among Pegasus Solutions, Inc., a
Delaware corporation, and each Shareholder of Unirez, Inc. dated October 24,
2003, and the Amendment to the Stock Purchase Agreement dated November 24, 2003
99.1 Press release issued December 3, 2003 by the Registrant
99.2 Press release issued December 3, 2003 by the Registrant
Item 9. Regulation FD Disclosure
On December 3, 2003, Pegasus issued a press release announcing the completion of
the acquisition of Unirez. A copy of Pegasus' press release is furnished as
Exhibit 99.1. On December 3, 2003, Pegasus issued a press release announcing
updated financial guidance for the fourth quarter ended December 31, 2003 and
introducing preliminary financial guidance for full year 2004. A copy of
Pegasus' press release is furnished as Exhibit 99.2.
The information included in Exhibit 99.1 and Exhibit 99.2 shall not be deemed
"filed" for purposes of Section 18 of the Securities and Exchange Act of 1934,
nor shall it be incorporated by reference in any filing under the Securities Act
of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
PEGASUS SOLUTIONS, INC.
December 3, 2003 /s/ SUSAN K. COLE
-------------------------
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
2.1 Stock Purchase Agreement by and among Pegasus Solutions, Inc., a
Delaware corporation, and each Shareholder of Unirez, Inc. dated October 24,
2003, and the Amendment to the Stock Purchase Agreement dated November 24, 2003
99.1 Press release issued December 3, 2003 by the Registrant
99.2 Press release issued December 3, 2003 by the Registrant