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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): October 16, 2000
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Predictive Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30422 13-3808483
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(Commission File Number) (I.R.S. Employer Identification No.)
417 Fifth Avenue, New York, NY 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 659-3400
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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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 16, 2000, Synet Service Corporation, a Minnesota corporation
which had been reincorporated as a Delaware corporation prior to the
merger ("Synet") merged with and into Salmon Acquisition Corporation
("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of
Predictive Systems, Inc., a Delaware corporation ("Predictive"). The
merger was completed pursuant to the terms of an Agreement and Plan of
Reorganization, dated September 25, 2000, as amended, by and among
Predictive, Merger Sub, Synet, Michael J. Wethington, as stockholders'
agent, and certain stockholders of Synet. Synet is a network and
systems management consulting firm that works with organizations to
improve the availability and reliability of e-commerce applications and
network infrastructure. The consideration for the acquisition consisted
of an aggregate of 1,922,377 shares of Predictive common stock, par
value $0.001 per share, plus nine million dollars ($9,000,000) cash.
Predictive also issued options to purchase 239,544 shares of Predictive
common stock to employees of Synet.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements required by this item will be filed
on or before December 30, 2000.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will
be filed on or before December 30, 2000.
(c) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of Reorganization, dated September
25, 2000, by and among Predictive, Merger Sub, Synet,
Michael J. Wethington, as stockholders' agent, and
certain stockholders of Synet.
2.2 Amendment No. 1 to Agreement and Plan of
Reorganization, dated October 16, 2000, by and among
Predictive, Merger Sub, Synet, Michael J. Wethington,
as stockholders' agent, and certain stockholders of
Synet.
99.1 Press release, dated October 17, 2000, relating to
the merger.
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.
Predictive Systems, Inc.
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(Registrant)
By: /s/ Ronald G. Pettengill, Jr.
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Name: Ronald G. Pettengill, Jr.
Title: Chief Executive Officer
Dated: October 31, 2000