8-K 1 k90644e8vk.txt CURRENT REPORT, DATED DECEMBER 17, 2004 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 DECEMBER 17, 2004 ----------------- (Date of report) (date of earliest event reported) SUPERIOR CONSULTANT HOLDINGS CORPORATION ---------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE -------- (State or Other Jurisdiction of Incorporation) 0-21485 38-3306717 ------- ---------- (Commission File Number) (IRS Employer Identification No.) 5225 AUTO CLUB DRIVE, DEARBORN, MI 48126 ---------------------------------------- (Address of Principal Executive Offices) (Zip Code) (248) 386-8300 -------------- (Registrant's Telephone Number, Including Area Code) 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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On December 17, 2004, Superior Consultant Holdings Corporation, a Delaware corporation ("Superior"), Affiliated Computer Services, Inc., a Delaware corporation ("ACS"), and ACS Merger Corp., a Delaware corporation and wholly owned subsidiary of ACS ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Superior will merge with and into ACS (the "Merger"). Under the terms of the Merger Agreement, ACS will commence a tender offer for all outstanding shares of Superior common stock (the "Offer") for a cash purchase price of $8.50 per share. The expiration date of the Offer is 12:00 midnight, Eastern time, on the date that is 20 Business Days after the date the Offer is commenced, although the offer may be extended under certain conditions. Following the conclusion of the Offer, subject to the satisfaction or waiver of the conditions in the Merger Agreement, the Merger will be consummated. Upon consummation of the Merger, the remaining holders of issued and outstanding shares of common stock of Superior (other than stockholders who exercise appraisal rights to the extent available under Delaware law), will receive $8.50 in cash for each share of Superior common stock. In addition, each option and warrant to acquire Superior common stock outstanding immediately prior to the consummation of the Merger will, upon consummation of the Merger, be cancelled and will receive cash in an amount equal to the excess, if any, of $8.50 and the exercise price per share under such option or warrant, multiplied by the number of shares obtainable under such option or warrant. The parties currently expect the Merger to close in the first calendar quarter of 2005, although there can be no assurances that the Merger will close in that time period. The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2 to this statement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit 2 Agreement and Plan of Merger, dated as of December 17, 2004 by and among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., and ACS Merger Corp. Exhibit 99 Press Release, dated December 17, 2004, issued by Superior Consultant Holdings Corporation, announcing the Agreement and Plan of Merger. 2 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. SUPERIOR CONSULTANT HOLDINGS CORPORATION Date: December 20, 2004 By: /s/ Richard D. Helppie, Jr. --------------------------- Richard D. Helppie, Jr. Chief Executive Officer 3 EXHIBIT INDEX

~~Table~~EXHIBIT NUMBER DESCRIPTION ------ ----------- 2 Agreement and Plan of ~~Contents~~Merger, dated as of December 17, 2004 by and among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., and ACS Merger Corporation. 99 Press Release, dated December 17, 2004, issued by Superior Consultant Holdings Corporation, announcing the Agreement and Plan of Merger.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section l3 or l5(d) of the Securities Exchange Act of l934

April 29, 2004 Date of report (date of earliest event reported)

SUPERIOR CONSULTANT HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

0-21485		38-3306717
(Commission File Number)		(IRS Employer Identification No.)

17570 West Twelve Mile Road, Southfield, Michigan 48076 (Address of Principal Executive Offices) (Zip Code)

(248) 386-8300 (Registrant’s Telephone Number, Including Area Code)

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
EX-99.1 - Press Release, Dated April 29, 2004

Item 7. Financial Statements and Exhibits.

Exhibit 99.1 Press Release, dated April 29, 2004, issued by Superior Consultant Holdings Corporation

Item 12. Results of Operations and Financial Condition.

On April 29, 2004, Superior Consultant Holdings Corporation issued a press release announcing its financial results for the quarter ended March 31, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report.

The Company’s earnings release contains non-GAAP financial measures. The earnings release presents revenues and operating expenses adjusted to exclude out-of-pocket reimbursements. The Company’s management believes excluding out-of-pocket reimbursements, although a non-GAAP financial measure provides investors a better comparison from period to period by removing the impact of fluctuations in out-of-pocket reimbursements that do not reflect on operating performance.

The earnings release also presents earnings before interest, taxes, depreciation and amortization, or EBITDA. The Company’s management believes that EBITDA, although a non-GAAP financial measure, is useful for investors because it is a widely understood tool that assists investors in evaluating current operating performance of a business.

The earnings release also presents operating expenses and operating margin adjusted to exclude restructuring items. The Company’s management believes these non-GAAP financial measures are useful to investors because they offer a better comparison of operating results from the most recently completed quarter to results from the fiscal quarter ended December 31, 2003, and the fiscal quarter ended March 31, 2003, with the restructuring items not present in the fiscal quarters ended March 31, 2003 and 2004, and because they provide consistency with the format by which management internally assesses the Company’s performance.

Investors should use these non-GAAP financial measures in addition to, and not in replacement of, the GAAP financial measures presented in the Company’s earnings release. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release.

The information in this Form 8-K and the exhibit attached hereto is being furnished in accordance with the requirements of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information also shall not be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

Superior Consultant Holdings Corporation Date: April 30, 2004 By: /s/ Richard D. Helppie, Jr. Richard D. Helppie, Jr. Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated April 29, 2004, issued by Superior Consultant Holdings Corporation

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