SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 23, 2002
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 647-5930
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Item 2. Acquisition or Disposition of Assets.
On October 23, 2002 (the "Effective Time"), CPI Acquisition
Company, Inc., a Delaware corporation ("Acquisition Sub"), merged with and into
Campus Pipeline, Inc., a Delaware corporation ("Campus Pipeline"), pursuant to
an Agreement and Plan of Merger (the "Merger Agreement") dated September 30,
2002, by and among Systems & Computer Technology Corporation, a Delaware
corporation (the "Company"), Campus Pipeline and Acquisition Sub (the "Merger").
Pursuant to the Merger Agreement, Campus Pipeline was to be the surviving
company in the Merger, and at the Effective Time, became a wholly-owned
subsidiary of the Company. Aggregate Merger consideration consisted of a cash
payment of $36,390,546.74, and the assumption of certain employee bonus and
severance obligations totaling $5,191,506.68, by the Company (the "Merger
Consideration"). Pursuant to the Merger Agreement and Campus Pipeline's
Certificate of Incorporation, holders of common stock of Campus Pipeline were
not entitled to receive any portion of the Merger Consideration. The amount of
the Merger Consideration was determined by arms-length negotiations between the
Company, Campus Pipeline and Acquisition Sub. The total amount of funds used to
pay the Merger Consideration was obtained from the working capital of the
Company.
In connection with the Merger Agreement, the Company, a
representative of the former stockholders of Campus Pipeline and J.P. Morgan,
Trust Company, National Association, entered into an Escrow Agreement dated
October 23, 2002 whereby $3,500,000 of the Merger Consideration will be held in
escrow until December 31, 2003 to secure certain indemnification obligations of
the former stockholders of Campus Pipeline in favor of the Company in case of
certain breaches of the Merger Agreement by Campus Pipeline.
Immediately prior to the Effective Time, 3 of the 9 members of
the board of directors of Campus Pipeline were also directors and affiliates of
the Company and 2 were executive officers of the Company and the Company was a
major stockholder of Campus Pipeline, holding approximately 58.9% of Campus
Pipeline's outstanding common stock, which was approximately 42.9% of the voting
interest in Campus Pipeline's outstanding equity due to outstanding convertible
preferred equity. As the Company held only common stock of Campus Pipeline, it
was not entitled to receive any portion of the Merger Consideration.
Additionally, the Company has a business relationship with Campus Pipeline, as
certain of Campus Pipeline's services are offered to customers through contracts
entered into between the Company and those customers. Prior to the Effective
Time, there were no other material relationships between the Company and its
affiliates, and Campus Pipeline.
Prior to the Effective Time, Campus Pipeline was a privately
held corporation that provided digital and information systems products and
services to colleges and universities. The Company plans to continue to support
the development and sale of these products and services.
The Merger Agreement and the Escrow Agreement 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.
The Company cautions that any forward-looking statements (as
such term is defined in the Private Securities Litigation Reform Act of 1995)
contained in this report or made from time to time by management of the Company
involve risks and uncertainties and are subject to change based on various
important factors. Potential uncertainties and factors include, without
limitation, the success of the Company's strategy for delivering enterprise-wide
education technology solutions; the ability of competitors of the Company to
provide similar solutions in a timely manner; continued market acceptance of the
Company's products, technologies and services and the products, technologies and
services of Campus Pipeline; the ability of the Company to integrate the
operations of Campus Pipeline with the Company's operations in an efficient and
cost-effective manner; the ability of the Company and its clients to implement
the systems in an efficient and cost-effective manner; the success of the
Company in marketing and selling the Company's products, technologies and
services and the products, technologies and services of Campus Pipeline;
competitive and pricing pressures in the markets that the Company serves; the
Company's ability to develop and market innovative products, technologies,
enhancements and services cost-effectively and on a timely basis; the ability of
the Company to attract and retain highly skilled technical, managerial, sales
and marketing personnel; general economic conditions; and other risks and
uncertainties more specifically set forth in the Company's other filings with
the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file the required financial statements of the
business acquired by amendment to this report not later than 60 days after the
filing of this report.
(b) Pro Forma Financial Information.
The Company will file the pro forma financial information of
the businesses acquired by amendment to this report not later than 60 days after
the filing of this report.
(c) Exhibits.
Exhibit
Number Description
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2.5 Agreement and Plan of Merger dated September 30, 2002 by and among Systems & Computer
Technology Corporation, Campus Pipeline, Inc. and CPI Acquisition Company, Inc.
2.6 Escrow Agreement dated October 23, 2002 by and among Systems & Computer Technology
Corporation, Tyler Thatcher, as Stockholder Representative and J.P. Morgan, Trust
Company, National Association.
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: November 5, 2002 Systems & Computer Technology Corporation
By: /s/ Eric Haskell
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Eric Haskell
Executive Vice President, Finance &
Administration, Treasurer and Chief Financial
Officer
Exhibit Index
Exhibit
Number Description
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2.5 Agreement and Plan of Merger dated September 30, 2002 by and among Systems & Computer
Technology Corporation, Campus Pipeline, Inc. and CPI Acquisition Company, Inc.
2.6 Escrow Agreement dated October 23, 2002 by and among Systems & Computer Technology
Corporation, Tyler Thatcher, as Stockholder Representative and J.P. Morgan, Trust
Company, National Association.
* The exhibits and schedules to Exhibits 2.5 and 2.6 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.