ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 10, 2021, NIC Inc. (the "Company") issued a press release announcing
its 2020 fourth quarter financial results. A copy of the press release is
furnished with this report on Form 8-K as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
On February 1, 2021, the Company's Board of Directors declared a regular
quarterly cash dividend of $0.09 per share, payable to stockholders of record as
of March 3, 2021. The dividend, which is expected to total approximately $6.1
million based on the current number of shares outstanding, will be paid on March
17, 2021, out of the Company's available cash.
The information in Items 2.02 and 7.01 to this Current Report, including without
limitation Exhibit 99.1, is being furnished and shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference into any document filed under the Securities Act of
1933 or the Securities Exchange Act of 1934 except as shall be expressly set
forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the U.S. federal securities laws. Such statements include statements
concerning anticipated future events and expectations that are not historical
facts. All statements other than statements of historical fact are statements
that could be deemed 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) the impact of public health crises,
such as pandemics (including coronavirus (COVID-19)) and epidemics and any
related company or government policies and actions to protect the health and
safety of individuals or government policies or actions to maintain the
functioning of national or global economies and markets; (2) risks related to
the consummation of the Company's pending merger with Tyler Technologies, Inc.
("Tyler Technologies"), including the risks that (a) the merger may not be
consummated within the anticipated time period, or at all, (b) the parties may
fail to obtain the required approval of the Company's stockholders, (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 merger may not be
satisfied; (3) the effects that any termination of the pending merger may have
on the Company or its business, including the risks that (a) the Company's stock
price may decline significantly if the merger is not completed, (b) the pending
merger may be terminated in circumstances requiring the Company to pay Tyler
Technologies a termination fee, or (c) the circumstances of the termination,
including the possible imposition of a 12-month tail period during which the
termination fee could be payable upon certain subsequent transactions, may have
a chilling effect on alternatives to the merger; (4) the effects that the
announcement or pendency of the merger may have on the Company and its business,
including the risks that as a result (a) the Company's business, operating
results or stock price may suffer, (b) the Company's current plans and
operations may be disrupted, (c) the Company's ability to retain or recruit key
employees may be adversely affected, (d) the Company's business relationships
(including, customers and suppliers) may be adversely affected, or (e) the
Company's management's or employees' attention may be diverted from other
important matters; (5) the effect of limitations that the Merger Agreement
places on the Company's ability to operate its business, return capital to
stockholders or engage in alternative transactions; (6) 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 the Company
and others; (7) the risk that the merger and related transactions may involve
unexpected costs, liabilities or delays; (8) other economic, business,
competitive, legal, regulatory, and/or tax factors; and (9) other factors
described under the heading "Risk Factors" in Part I, Item 1A of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as
updated or supplemented by subsequent reports that the Company has filed or
files with the SEC, including the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2020. Potential investors,
stockholders and other readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. Neither Tyler Technologies nor the Company assumes any obligation to
publicly update any forward-looking statement after it is made, whether as a
result of new information, future events or otherwise, except as required by
law.
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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 the Company. In connection with the proposed transaction, The
Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO
THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain
free copies of the proxy statement and other relevant materials (when they
become available) and other documents filed by the Company at the SEC's website
at www.sec.gov. Copies of the proxy statement (when they become available) and
the filings that will be incorporated by reference therein may also be obtained,
without charge, on the Company's Investor Relations website at
https://ir.egov.com.
Participants in Solicitation
The Company and Tyler and their respective directors, executive officers and
certain employees, may be deemed, under SEC rules, to be participants in the
solicitation of proxies in respect of the proposed merger. Information
regarding the Company's directors and executive officers is available in its
proxy statement filed with the SEC on March 12, 2020. Information regarding
Tyler's directors and executive officers is available in its proxy statement
filed with the SEC on April 1, 2020. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials to be filed with the SEC (when they
become available). Investors should read the proxy statement and other relevant
materials carefully when they become available before making any voting or
investment decisions. These documents can be obtained free of charge from the
sources indicated above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
Number Description
99.1 Press release issued by NIC Inc. dated February 10, 2021
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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