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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): July 6, 2005 (July 1, 2005)
DST Systems, Inc.
(Exact name of Registrant as Specified in Charter)
Delaware 1-14036 43-1581814
(State or other Jurisdictions of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
333 West 11th Street 64105
Kansas City, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (816) 435-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT;
ITEM 8.01. OTHER EVENTS
Share Sale and Purchase Agreement
On July 5, 2005, DST Systems, Inc. (the "Company") announced that, on
July 1, 2005, the Company had entered into a Share Sale and Purchase
Agreement, dated as of July 1, 2005 (the "Purchase Agreement"), with Amdocs
Limited ("Amdocs") and Amdocs Inc., a wholly owned subsidiary of Amdocs
("Amdocs Sub"). A copy of the Company's press release announcing the execution
of the Purchase Agreement and the closing of the transactions contemplated
thereby is attached as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the terms of the Purchase Agreement, Amdocs Sub acquired
on July 1, 2005, all of the capital stock of DST Interactive, Inc. ("DST
Interactive") and DST Innovis, Inc. ("DST Innovis"), wholly owned subsidiaries
of DST (the "Acquisition"). DST Interactive, DST Innovis and their respective
subsidiaries are referred to collectively herein as the "Innovis Entities."
Amdocs Sub paid a purchase price of approximately $238 million in cash for the
Innovis Entities, subject to upward or downward adjustment based upon the
working capital of the Innovis Entities.
The Company has made customary representations and warranties and
covenants in the Purchase Agreement, agreeing, among other things, for a
period following the Acquisition, not to compete with the Innovis Entities in
certain agreed upon business lines conducted by the Innovis Entities.
In addition, pursuant to the terms of the Purchase Agreement, each
party has agreed to indemnify the other for an agreed upon period following
the Acquisition for damages arising from, among other things, such party's
breach of its representations, warranties or covenants under the Purchase
Agreement, subject to limitation in accordance with agreed upon deductibles
and caps on indemnifiable damages.
In connection with the Acquisition, the parties have also entered
into several ancillary and related agreements designed to ensure a smooth
transition of the Innovis Entities from the Company to Amdocs. With respect to
print/mail services, Amdocs has signed an agreement with a subsidiary of the
Company, DST Output, LLC ("Output"), pursuant to which Output will continue to
support the printing and mailing of bills for the Innovis Entities' customer
base. Under the terms of that agreement, Output will be a preferred vendor of
billing printing and mailing for projects that combine those services with
billing support, and Output may be selected as the provider of these services
for additional Amdocs customers in North America. In addition, the parties
have entered into customary transition services and license agreements.
A copy of the Purchase Agreement is attached as Exhibit 2.1 and is
incorporated herein by reference. The foregoing description of the Purchase
Agreement is qualified in its entirety by reference to the full text of the
Purchase Agreement.
ITEM 9.01. EXHIBITS
(c) Exhibits
Exhibit No. Exhibit Description
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2.1 Share Sale and Purchase Agreement, dated as of July 1,
2005, by and among DST Systems, Inc., Amdocs Inc. and
Amdocs Limited.
99.1 Press Release dated July 5, 2005.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
DST Systems, Inc.
(Registrant)
Date: July 6, 2005 By: /s/ Randall D. Young
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Name: Randall D. Young
Title: Vice President, General
Counsel and Secretary
Exhibit Index
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Exhibit No. Exhibit Description
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2.1 Share Sale and Purchase Agreement, dated as of July 1, 2005,
by and among DST Systems, Inc., Amdocs Inc. and Amdocs
Limited.
99.1 Press Release dated July 5, 2005.