Attached files
file | filename |
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EX-99.3 - EXHIBIT 99.3 - NCI, Inc. | c18570exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - NCI, Inc. | c18570exv99w2.htm |
EX-23.1 - EXHIBIT 23.1 - NCI, Inc. | c18570exv23w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2011
NCI, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51579 | 20-3211574 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
11730 Plaza America Drive, Reston, VA |
20190 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 707-6900
N/A
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 April 4, 2011, NCI, Inc. (the Company or NCI) filed a Current Report on Form 8-K to report
the completion of its acquisition of AdvanceMed Corporation (AdvanceMed). The Company is filing
this Amended Current Report on Form 8-K to report the financial statements and unaudited pro forma
financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of AdvanceMed as of and for year ended April 1, 2011 and the
related report of Deloitte & Touche LLP are filed with this Form 8-K/A as Exhibit 99.2.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information included with this Form 8-K/A has been prepared to
illustrate the pro forma effects for the acquisition of AdvanceMed. The Unaudited Pro Forma
Consolidated Statement of Income and the Unaudited Pro Forma Consolidated Balance Sheet are filed
with this Form 8-K/A as Exhibit 99.3. The AdvanceMed audited financial statements were prepared as
of and for the year ended April 1, 2011 (the fiscal year end of AdvanceMeds former parent). NCIs
fiscal year ended December 31, 2010. Article 11 of Regulation S-X allows pro forma financial
statement information to be prepared as if the compared companies have similar fiscal years when
the fiscal years in question ended within 93 days of each other. The Pro Forma Consolidated
Statement of Income has been prepared as if the acquisition occurred
as of the beginning of the respective companies 2010 fiscal
years. The Unaudited Pro Forma Consolidated Balance Sheet presents
the financial position of the Company as if the acquisition of
AdvanceMed occurred as of the end of the respective companies
2010 fiscal years. The acquisition has been accounted for using the
purchase method in accordance with Accounting Standards Codification 805, Business Combinations.
All pro forma information in this Form 8-K/A has been prepared for informational purposes only and
does not purport to be indicative of what would have resulted had the acquisition actually occurred
on the dates indicated or what may result in the future.
(d) Exhibits
Exhibit No. | Description | |||
2.1 | Stock Purchase Agreement among NCI Information Systems, Inc.,
a wholly owned subsidiary of NCI, and stockholders of
AdvanceMed Corporation dated as of February 24, 2011
(incorporated herein by reference to registrants Current
Report on Form 8-K as filed with the Commission on April 4,
2011). |
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23.1 | * | Consent of Deloitte & Touche LLP |
||
99.1 | NCIs press release dated April 4, 2011 (incorporated herein
by reference from Exhibit 99.1 to registrants Current Report
on Form 8-K as filed with the Commission on April 4, 2011). |
|||
99.2 | * | Audited financial statements of AdvanceMed Corporation for the
year ended April 1, 2011 and related report of Deloitte &
Touche LLP, independent auditors. |
||
99.3 | * | Statements of Unaudited Pro Forma Consolidated Statement of
Income for the twelve months ended December 31, 2010 and
Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 2010. |
* | filed herein |
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 hereunto duly authorized.
NCI, Inc. |
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Date: June 17, 2011 | By: | /s/ Brian J. Clark | ||
Brian J. Clark | ||||
Executive Vice President and Chief Financial Officer |