- --------------------------------------------------------------------------------
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 14, 2000
--------------------
Predictive Systems, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-30422 13-3808483
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
417 Fifth Avenue, New York, NY 10016
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 659-3400
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N.A.
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 14, 2000, Global Integrity Corporation, a Delaware
corporation ("Global") merged with and into Grape 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 as of October 17, 2000, by
and among Predictive, Merger Sub, Global and Science Applications
International Corporation, a Delaware corporation. Global provides
information security services to Fortune and Global 1000 companies. The
consideration for the acquisition consisted of an aggregate of
5,240,275 shares of Predictive common stock, par value $0.001 per
share, and $31,460,270 cash. Predictive also issued options to purchase
551,048 shares of Predictive common stock to employees of Global.
Additionally, the Global stockholders and optionholders have the right
to earn up to an additional $14,012,500 in value (to be paid in cash to
stockholders and additional options to optionholders) upon the
achievement of certain revenue milestones by the acquired business.
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 February 27, 2001.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will
be filed on or before February 27, 2001.
(c) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of Reorganization, dated as of October 17,
2000, by and among Predictive, Merger Sub, Global and Science
Applications International Corporation.
2.2 Amendment No. 1 to the Agreement and Plan of Reorganization,
dated December 12, 2000, by and among Predictive, Merger Sub,
Global and Science Applications International Corporation.
99.1 Press release, dated October 18, 2000, relating to the merger.
99.2 Press release, dated December 15, 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.
---------------------------------
(Registrant)
By: /s/ Ronald G. Pettengill, Jr.
---------------------------------
Name: Ronald G. Pettengill, Jr.
Title: Chief Executive Officer
Dated: December 27, 2000