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):
May 29, 2009
NIC
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
000-26621 |
52-2077581 |
|
(State or other jurisdiction of incorporation) |
(Commission
|
(I.R.S.
Employer
|
|
25501 West Valley Parkway, Suite 300 Olathe, Kansas 66061 |
|
(Address of principal executive office)(Zip code) |
(877)
234-3468
(Registrant's telephone number, including area
code)
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 2.01 |
Completion of Acquisition or Disposition of Assets. |
On May 29, 2009, NIC Inc. through its indirect wholly-owned subsidiary Texas NICUSA, LLC (collectively, the “Company”) completed the acquisition of certain assets from BearingPoint, Inc. (“BearingPoint”). The assets were part of BearingPoint’s North American Public Services Unit which BearingPoint previously agreed to sell to Deloitte LLP (“Deloitte”) pursuant an Asset Purchase Agreement dated March 23, 2009 (“Asset Purchase Agreement”). Pursuant to the terms of the Asset Purchase Agreement, Deloitte designated the Company as the acquirer of certain designated contracts and assets and the Company acquired the designated contracts and assets directly from BearingPoint.
The assets acquired by the Company include all of BearingPoint’s right, title and interest in and to the following: (1) the Texas Electronic Framework Agreement dated May 5, 2000, as amended and renewed, between the Department of Information Resources, an agency of the State of Texas, and the predecessor to BearingPoint (“Framework Agreement”), and related service level agreements with various governmental agencies and entities in the State of Texas (“Service Level Agreements”) (all of which expire on December 31, 2009), (2) the Master Work Order Agreement dated May 17, 2008 (“Master Work Order”), including the underlying Master Work Order Projects attached thereto as exhibits (“Master Work Order Projects”), between the Department of Information Resources, an agency of the State of Texas, and BearingPoint, Inc. (with certain Master Work Order Projects expiring August 31, 2012 and others expiring August 31, 2014), (3) certain contracts with subcontractors and service providers relating to the provision of products and services pursuant to Framework Agreement, the Service Level Agreements and the Master Work Order, and (4) certain equipment, computers, furniture, supplies, fixtures and other tangible personal property primarily used in providing products and services under the contracts assigned to the Company. In addition, the Company is licensing from Deloitte certain intellectual property relating to the acquired contracts.
The Company paid Deloitte $1,500,000 in cash in exchange for the designation of the Company as the acquirer of the designated contracts and assets from BearingPoint. In addition, the Company has designated Deloitte as the subcontractor on certain of the Master Work Order Projects under the Master Work Order. The terms of the transaction were determined by arm’s-length negotiations between the parties. The Company funded the cash consideration paid to Deloitte from its existing cash resources. The transaction is subject to various post-closing covenants, including but not limited to Deloitte assisting the Company in obtaining from BearingPoint assistance in resolving any objections to the assumption and assignment of the above contracts.
|
Item 7.01 |
Regulation FD Disclosure. |
On May 29, 2009, the Company issued a press release announcing the transaction with Deloitte and BearingPoint. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing.
|
Item 9.01 |
Financial Statements and Exhibits. |
|
(a) |
Financial statements of businesses acquired . |
|
The Company will endeavor to file financial statements relating to the acquired contracts and assets, to the extent such financial statements are required to be filed as a part of this report, by amendment within 71 calendar days after the date this report on Form 8-K must be filed. |
| (b) |
Pro forma financial information . |
|
| The Company will endeavor to file pro forma financial information, to the extent pro forma financial information is required to be filed as a part of this report, by amendment within 71 calendar days after the date this report on Form 8-K must be filed. | ||
| (d) |
Exhibits . |
|
|
Exhibit No. |
Description |
|
|
99.1 |
Press release dated May 29, 2009 |
|
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.
| NIC INC. | ||
| By: | /s/ William F. Bradley, Jr. | |
|
William F. Bradley, Jr.
Chief Operating Officer and General Counsel |
||
|
Date: May 29, 2009 |
||
INDEX TO EXHIBITS
|
Exhibit Number |
Description |
| 99.1 |
Press release dated May 29, 2009 |
5
Exhibit 99.1
NIC Acquires Current State of Texas eGovernment Contract from BearingPoint
OLATHE, Kan.--(BUSINESS WIRE)--May 29, 2009--NIC Inc. (NASDAQ: EGOV) today announced it has acquired an eGovernment contract in the state of Texas from BearingPoint, Inc., which includes the current TexasOnline portal management engagement through December 31, 2009.
The contract acquired from BearingPoint, Inc. is separate from the active procurement for the rebid of the TexasOnline portal contract. The state of Texas issued a Request for Offers (“RFO”) for its official state portal in October 2008, and the new contract is scheduled to begin on January 1, 2010. While NIC has submitted a proposal in response to that RFO, it is NIC’s policy not to comment on the status of such a procurement process until a final contract award has been made and the winning contractor has been announced by the applicable state.
Deloitte LLP, which had agreed to acquire substantially all of the assets of BearingPoint’s North American Public Services business out of bankruptcy, designated NIC as the acquirer from BearingPoint, Inc. of the remainder of the current TexasOnline portal management contract and projects which operate under a related Master Work Order.
“We are pleased to provide the state of Texas with the portal management expertise necessary to maintain stability during this period of transition,” said Harry Herington, Chairman of the Board and Chief Executive Officer of NIC. “Being the nation’s leading eGovernment portal company, NIC is uniquely qualified to provide assistance while the state proceeds with the TexasOnline 2.0 procurement.”
The transaction closed today. Operating under the Austin-based Texas NICUSA, LLC subsidiary, NIC will become the prime contractor for the current TexasOnline portal management contract and Master Work Order beginning May 30. In addition, NIC has contracted with Deloitte Consulting LLP to operate certain of the Master Work Order projects as a subcontractor.
“Providing superior customer service is a guiding principle of our business. We will continue to work diligently with the state and current TexasOnline employees to ensure a seamless transition with no interruption to those who use the official state portal or any of the Master Work Order solutions,” concluded Herington.
Withdrawal of Previous Guidance for 2009
NIC had previously issued guidance regarding the financial results expected for full year 2009, which did not include any new portal contracts. As a result of the acquisition of the current TexasOnline portal management contract and Master Work Order, the Company believes that the previously-issued guidance is no longer operative and cautions investors to no longer rely upon such guidance. The Company intends to issue new guidance for 2009 after it determines the reasonably likely financial effects of the new contract.
About NIC
NIC is the nation’s leading provider of official government portals, online services, and secure payment processing solutions. The company’s innovative eGovernment services help reduce costs and increase efficiencies for government agencies, citizens, and businesses across the country. NIC provides eGovernment solutions for more than 3,000 federal, state, and local agencies that serve 95 million people in the United States. Additional information is available at http://www.nicusa.com .
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
Any statements contained in this release that do not relate to historical or current facts constitute forward-looking statements. These statements include NIC’s financial guidance for the current fiscal year and statements regarding continued implementation of NIC's business model and its development of new products and services. Forward-looking statements are subject to inherent risks and uncertainties and there can be no assurance that such statements will prove to be correct. There are a number of important factors that could cause actual results to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, the success of the Company in signing contracts with new states and government agencies, including continued favorable government legislation; NIC's ability to develop new services; existing states and agencies adopting those new services; acceptance of eGovernment services by businesses and citizens; competition; and general economic conditions (including the recent worsening in such conditions) and the other important cautionary statements and risk factors described in NIC's 2008 Annual Report on Form 10-K filed on March 13, 2009, with the Securities and Exchange Commission (SEC), and NIC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 5, 2009. NIC does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.
CONTACT:
NIC Inc.
Nancy Beaton, 913-754-7054
nbeaton@nicusa.com