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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
April 8, 2003
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Date of Report (date of earliest event reported)
PREDICTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-30422 13-3808483
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
19 West 44th Street
New York, NY 10036
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(Address of principal executive offices)
(212) 659-3400
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(Registrant's telephone number, including area code)
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This Current Report on Form 8-K is filed by Predictive Systems, Inc., a
Delaware corporation ("Predictive" or the "Registrant"), in connection with the
matters described herein.
ITEM 5: OTHER EVENTS.
On April 8, 2003, Predictive and International Network Services, Inc.
("INS") announced that they had entered into an Agreement and Plan of Merger,
dated as of April 8, 2003 (the "Merger Agreement"), which sets forth the terms
and conditions of the proposed merger (the "Merger") of Predictive and INS.
Pursuant to the Merger Agreement, a wholly-owned subsidiary of INS will merge
with and into Predictive such that Predictive will become a wholly-owned
subsidiary of INS after the Merger. In exchange for their shares of Predictive
common stock, the shareholders of Predictive are expected to receive aggregate
consideration of $19,186,700 in cash, subject to certain adjustments based on
certain of Predictive's certified net assets at closing of the Merger as set
forth in the Merger Agreement. Consummation of the Merger is subject to various
conditions, including the approval by Predictive's stockholders and the receipt
of required regulatory approvals. A copy of the Merger Agreement is included
herein as Exhibit 2.1.
On April 9, 2003, Predictive and INS issued a joint press release
regarding the execution of the Merger Agreement. A copy of such press release is
included herein as Exhibit 99.1.
The Merger Agreement and the joint press release are incorporated
herein by reference into this Item 5 and the foregoing description of such
documents and the transactions contemplated therein are qualified in their
entirety by reference to such exhibits.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as of April 8,
2003, by and among International Network Services,
Inc., Mid-West Acquisition Corporation and Predictive
Systems, Inc.
99.1 Joint Press Release, dated April 9, 2003,
announced by Predictive Systems, Inc. and
International Network Services, Inc.
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.
Date: April 9, 2003
PREDICTIVE SYSTEMS, INC.
By: /s/ Andrew Zimmerman
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Name: Andrew Zimmerman
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of April 8, 2003, by
and among International Network Services, Inc., Mid-West
Acquisition Corporation and Predictive Systems, Inc.
99.1 Joint Press Release, dated April 9, 2003, announced by
Predictive Systems, Inc. and International Network
Services, Inc.