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): March 5, 2003
-------------------
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520
--------------------------------- ----------------- -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355
-------------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 647-5930
---------------
Item 2. Acquisition or Disposition of Assets.
------------------------------------
On March 5, 2003 (the "Closing Date"), Systems & Computer
Technology Corporation, a Delaware corporation (the "Company"), and certain of
its subsidiaries sold (the "Sale") their Energy and Utilities Solutions business
(the "Business") pursuant to a Purchase Agreement (the "Purchase Agreement")
dated February 12, 2003 by and among the Company, SCT Financial Corporation, a
Delaware corporation ("SCT Financial"), SCT Property, Inc., a Delaware
corporation ("SCT Property"), SCT Software & Resource Management Corporation, a
Delaware corporation ("SCT SRM"), SCT Utility Systems, Inc., a Delaware
corporation ("Utility"), SCT Technologies (Canada) Inc., a corporation organized
under the laws of Toronto, Ontario, Canada ("SCT Canada"), SCT International
Limited, a corporation organized under the laws of England and Wales ("SCT
International") and Systems & Computer Technology International B.V., a
corporation organized under the laws of the Netherlands ("SCT BV" and with the
Company, SCT Property, SCT SRM, SCT Canada and SCT International, the "SCT
Sellers") and Indus International, Inc., a Delaware corporation (the
"Purchaser"), as amended by that certain Amendment No. 1 to Purchase Agreement
(the "Amendment") dated March 5, 2003. Pursuant to the Purchase Agreement and
the Amendment, (i) each of the SCT Sellers sold certain assets related to the
Business to the Purchaser, (ii) SCT Financial sold all of the issued and
outstanding capital stock of Utility to the Purchaser, and (iii) the Purchaser
assumed certain liabilities with respect to the Business, in consideration for
(a) the payment by the Purchaser to the Company of an aggregate amount equal to
$29,035,000 in cash, subject to an adjustment based on a working capital target
of the Business as of the Closing Date of $3,637,000 (the net proceeds received
by the Company on the Closing Date was $27,774,000 based on an estimated working
capital of the Business on the Closing Date, which amount is subject to further
adjustment when the actual working capital of the Business on the Closing Date
is determined) and (b) the delivery of a promissory note made by the Purchaser
in favor of the Company in an amount equal to $10,000,000, which note is secured
by a guaranty by Utility and a mortgage on real property owned by Utility that
was transferred as a result of the Sale. The aggregate amount of consideration
was determined by arms-length negotiations between the Company and the
Purchaser. There was no material relationship between the Company and the
Purchaser or any of their respective affiliates prior to the Sale.
Pursuant to the Purchase Agreement, the SCT Sellers and SCT
Financial have agreed (i) not to engage, for a period of five (5) years
following the consummation of the Sale, in any business which competes with the
Business, and (ii) subject to certain exceptions, for a period of two (2) years,
not to induce or attempt to recruit or induce any employee of Utility or the
Purchaser (or any of its subsidiaries) to leave the employ of Utility or the
Purchaser (or any of its subsidiaries) or violate any agreement with Utility or
the Purchaser (or any of its subsidiaries). In connection with the Sale, the
Company agreed to provide the Purchaser with certain transition services and
granted Utility a license to enable Utility to continue to use certain
intellectual property used in the Business prior to the Sale.
The Purchase Agreement and the Amendment are filed as exhibits
to this Current Report on Form 8-K and are incorporated herein by reference. The
brief summary of certain of the material provisions of such agreements set forth
above does not purport to be complete and is qualified in its entirety by
reference to the agreements filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
On the Closing Date, the Company and certain of its
subsidiaries sold the Business pursuant to the Purchase Agreement, as amended by
the Amendment. Pursuant to the Purchase Agreement and the Amendment, (i) each of
the SCT Sellers sold certain assets related to the Business to the Purchaser,
(ii) SCT Financial sold all of the issued and outstanding capital stock of
Utility to the Purchaser, and (iii) the Purchaser assumed certain liabilities
with respect to the Business, in consideration for (a) the payment by the
Purchaser to the Company of an aggregate amount equal to $29,035,000 in cash,
subject to an adjustment based on a working capital target of the Business as of
the Closing Date of $3,637,000 (the net proceeds received by the Company on the
Closing Date was $27,774,000 based on an estimated working capital of the
Business on the Closing Date, which amount is subject to further adjustment when
the actual working capital of the Business on the Closing Date is determined)
and (b) the delivery of a promissory note made by the Purchaser in favor of the
Company in an amount equal to $10,000,000, which note is secured by a guaranty
by Utility and a mortgage on real property owned by Utility that was transferred
as a result of the Sale.
A pro forma statement of operations of the Company for the
twelve-month period ending September 30, 2002 has not been presented in this
Current Report on Form 8-K as the pro forma effects of the Sale were fully
reflected in the Company's statement of operations included as part of the
Company's Annual Report on Form 10-K for the period ending September 30, 2002
because the Business was presented as a discontinued operation. A pro forma
statement of operations for the three-month period ending December 31, 2002 and
a pro forma balance sheet as of December 31, 2002 have not been presented in
this Current Report on Form 8-K as the pro forma effects of the Sale were fully
reflected in the Company's statement of operations and balance sheet included as
part of the Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 2002 because the Business was presented as a discontinued
operation.
(c) Exhibits.
Exhibit
Number Description
---------- -----------------------------------------------------
2.1 Purchase Agreement dated February 12, 2003 by and
among Systems & Computer Technology Corporation, a
Delaware corporation, SCT Financial Corporation, a
Delaware corporation, SCT Property, Inc., a Delaware
corporation, SCT Software & Resource Management
Corporation, a Delaware corporation, SCT Utility
Systems, Inc., a Delaware corporation, SCT
Technologies (Canada) Inc., a corporation organized
under the laws of Toronto, Ontario, Canada, SCT
International Limited, a corporation organized under
the laws of England and Wales, Systems & Computer
Technology International B.V., a corporation
organized under the laws of the Netherlands and Indus
International, Inc., a Delaware corporation.
2.2 Amendment No. 1 to Purchase Agreement dated March 5,
2003 by and among Systems & Computer Technology
Corporation, a Delaware corporation, SCT Financial
Corporation, a Delaware corporation, SCT Property,
Inc., a Delaware corporation, SCT Software & Resource
Management Corporation, a Delaware corporation, SCT
Utility Systems, Inc., a Delaware corporation, SCT
Technologies (Canada) Inc., a corporation organized
under the laws of Toronto, Ontario, Canada, SCT
International Limited, a corporation organized under
the laws of England and Wales, Systems & Computer
Technology International B.V., a corporation
organized under the laws of the Netherlands and Indus
International, Inc., a Delaware corporation.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned duly authorized.
Date: March 12, 2003 Systems & Computer Technology Corporation
By: /s/ Eric Haskell
---------------------------------------------
Eric Haskell
Executive Vice President, Finance &
Administration, Treasurer and Chief Financial
Officer
Exhibit Index
Exhibit
Number* Description
---------- -----------------------------------------------------
2.1 Purchase Agreement dated February 12, 2003 by and
among Systems & Computer Technology Corporation, a
Delaware corporation, SCT Financial Corporation, a
Delaware corporation, SCT Property, Inc., a Delaware
corporation, SCT Software & Resource Management
Corporation, a Delaware corporation, SCT Utility
Systems, Inc., a Delaware corporation, SCT
Technologies (Canada) Inc., a corporation organized
under the laws of Toronto, Ontario, Canada, SCT
International Limited, a corporation organized under
the laws of England and Wales, Systems & Computer
Technology International B.V., a corporation
organized under the laws of the Netherlands and Indus
International, Inc., a Delaware corporation.
2.2 Amendment No. 1 to Purchase Agreement dated March 5,
2003 by and among Systems & Computer Technology
Corporation, a Delaware corporation, SCT Financial
Corporation, a Delaware corporation, SCT Property,
Inc., a Delaware corporation, SCT Software & Resource
Management Corporation, a Delaware corporation, SCT
Utility Systems, Inc., a Delaware corporation, SCT
Technologies (Canada) Inc., a corporation organized
under the laws of Toronto, Ontario, Canada, SCT
International Limited, a corporation organized under
the laws of England and Wales, Systems & Computer
Technology International B.V., a corporation
organized under the laws of the Netherlands and Indus
International, Inc., a Delaware corporation.
* The exhibits and schedules to Exhibits 2.1 and 2.2 are not filed
herewith pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted
schedule or exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request.