Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Consideration to NIC Stockholders. At the effective time of the Merger
("Effective Time"), each share of common stock, par value
Treatment of NIC Equity Awards and NIC Employee Stock Purchase Plan.
Immediately prior to the Effective Time, each outstanding restricted stock award granted under NIC's equity compensation plan (each, a "NIC Restricted Stock Award") that is fully vested and not subject to any restrictions (or that, pursuant to its terms as in effect on the date of the Merger Agreement or the terms of the Merger Agreement, will accelerate in full and no longer be subject to any further vesting as a result of or in connection with the consummation of the Transactions), will be released to the holder of such NIC Restricted Stock Award, to the extent not previously released, and converted into the right to receive, with respect to each share of Common Stock subject to such NIC Restricted Stock Award (as determined in accordance with the applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions.
At the Effective Time, each NIC Restricted Stock Award that is outstanding immediately prior to the Effective Time and that vests solely based on the achievement of performance goals will automatically vest in full and be cancelled and converted into the right to receive, with respect to each share of Common Stock subject to such NIC Restricted Stock Award (as determined in accordance with the applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions.
At the Effective Time, each outstanding NIC Restricted Stock Award that vests
solely based on the passage of time (other than NIC Restricted Stock Awards that
are converted into the right to receive the Merger Consideration pursuant to the
Merger Agreement) (each, an "Assumed RSA"), will be assumed by Tyler
Technologies and converted automatically into a Tyler Technologies restricted
stock award on the same terms and conditions (including any terms and conditions
relating to accelerated vesting upon a termination of employment in connection
with or following the Effective Time) as applicable to such Assumed RSA
immediately prior to the Effective Time, except that the number of shares of
Tyler Technologies common stock subject to such Assumed RSA will equal the
product obtained by multiplying the total number of shares of Common Stock
subject to the Assumed RSA immediately prior to the Effective Time (as
determined in accordance with the applicable award agreement) by the Restricted
Stock Conversion Ratio, rounded up to the nearest whole share. Each Assumed RSA
shall otherwise be subject to Tyler Technologies' equity compensation plan. For
purposes of the Merger Agreement, the "Restricted Stock Conversion Ratio" means
the quotient, rounded (with simple rounding) to the fourth decimal place,
obtained by dividing (i) the Merger Consideration by (ii) the volume weighted
average closing sale price of one share of Tyler Technologies common stock as
reported on the
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Pursuant to the Merger Agreement, NIC will take all actions necessary with respect to NIC's Amended and Restated Employee Stock Purchase Plan (the "NIC ESPP"), to provide that, among other things, participation in the NIC ESPP after the date of the Merger Agreement will be limited to the NIC employees who participate in the offering period currently in progress as of the date of the Merger Agreement, no new offering periods under the NIC ESPP will commence after the date of the Merger Agreement and, subject to the consummation of the Merger, the NIC ESPP will terminate as of immediately prior to the Effective Time.
Board Approval. The Board of Directors of NIC (the "Board") has unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, NIC and its stockholders, (ii) approved the execution and delivery by NIC of the Merger Agreement, the performance by NIC of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and other Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (iii) recommended that the stockholders of NIC adopt the Merger Agreement, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of NIC's stockholders.
Conditions to Closing. The consummation of the Merger (the "Closing") is subject to certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt the Merger Agreement (the "Stockholder Approval"), (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (iii) the absence of any order or law enjoining or otherwise prohibiting the Merger. Each of Tyler Technologies' and NIC's obligation to consummate the Merger is also subject to additional customary conditions, including (x) the accuracy of the representations and warranties of the other party, subject to specified materiality qualifications, and (y) performance and compliance in all material respects by the other party with its obligations, covenants and agreements under the Merger Agreement. Consummation of the Merger is not subject to a financing condition.
Representations, Warranties and Covenants. The Merger Agreement contains . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 7.01 Regulation FD Disclosure.
The information furnished under Item 7.01 of this Current Report shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On
A copy of the Letter to NIC Employees, NIC Employee FAQs and NIC Employees Talking Points are furnished herewith as Exhibits 99.2, 99.3 and 99.4, respectively.
A copy of the Letter to Government Agencies/Customers, Government Agencies/Customers FAQs and Government Agencies/Customers Talking Points are furnished herewith as Exhibits 99.5, 99.6 and 99.7, respectively.
A copy of the Letter to NIC Suppliers and Supplier FAQs are furnished herewith as Exhibits 99.8 and 99.9, respectively.
A copy of the Investor Talking Points and Elected Officials Talking Points are furnished herewith as Exhibits 99.10 and 99.11, respectively.
A copy of the Social Media Template is furnished herewith as Exhibit 99.12.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the
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forward-looking statements. Forward-looking statements are typically identified
by words such as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "plan," "predict," "project," "forecast,"
"guidance," "goal," "objective," "prospects," "possible" or "potential," by
future conditional verbs such as "assume," "will," "would," "should," "could" or
"may," or by variations of such words or by similar expressions or the negative
thereof. Actual results may vary materially from those expressed or implied by
forward-looking statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the transaction, including
the risks that (a) the transaction may not be consummated within the anticipated
time period, or at all, (b) the parties may fail to obtain the Stockholder
Approval of the Merger Agreement, (c) the parties may fail to secure the
termination or expiration of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (d) other
conditions to the consummation of the transaction under the Merger Agreement may
not be satisfied; (2) the effects that any termination of the Merger Agreement
may have on Tyler Technologies or NIC or their respective businesses, including
the risks that Tyler Technologies' or NIC's stock price may decline
significantly if the transaction is not completed; (3) the effects that the
announcement or pendency of the merger may have on Tyler Technologies or NIC and
their respective business, including the risks that as a result (a) NIC's
business, operating results or stock price may suffer, (b) NIC's current plans
and operations may be disrupted, (c) NIC's ability to retain or recruit key
employees may be adversely affected, (d) NIC's business relationships
(including, customers and suppliers) may be adversely affected, or (e) NIC's
management's or employees' attention may be diverted from other important
matters; (4) the effect of limitations that the Merger Agreement places on NIC's
ability to operate its business, return capital to stockholders or engage in
alternative transactions; (5) the nature, cost and outcome of pending and future
litigation and other legal proceedings, including any such proceedings related
to the Merger and instituted against NIC and others; (6) the risk that the
transaction and related transactions may involve unexpected costs, liabilities
or delays; (7) other economic, business, competitive, legal, regulatory, and/or
tax factors; and (8) other factors described under the heading "Risk Factors" in
Part I, Item 1A of NIC's Annual Report on Form 10-K for the fiscal year ended
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval. This Current Report on Form 8-K may be deemed to be solicitation
material in respect of the proposed merger between a subsidiary of Tyler
Technologies and NIC. In connection with the proposed transaction, NIC plans to
file a proxy statement with the
Participants in Solicitation
NIC and Tyler Technologies and their respective directors, executive officers
and certain employees, may be deemed, under
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will be contained in the proxy statement and other relevant materials to be
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1 * Agreement and Plan of Merger, dated as ofFebruary 9, 2021 , by and amongNIC Inc. , Tyler Technologies, Inc. andTopos Acquisition, Inc. 99.1 Joint Press Release, datedFebruary 10, 2021 99.2 Letter to NIC Employees 99.3 NIC Employee FAQs 99.4 NIC Employees Talking Points 99.5 Letter to Government Agencies/Customers 99.6 Government Agencies/Customers FAQs 99.7 Government Agencies/Customers Talking Points 99.8 Letter to NIC Suppliers 99.9 Supplier FAQs 99.10 Investor Talking Points 99.11 Elected Officials Talking Points 99.12 Social Media Template 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
* Schedules and similar attachments to the Agreement have been omitted pursuant
to Item 601(b)(2) of Regulation S K. NIC hereby undertakes to furnish
supplementally copies of any of the omitted schedules and similar attachments
upon request by theSEC . 5
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