================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
---------------
December 5, 2003 (December 3, 2003)
Date of Report (Date of earliest event reported)
TYLER TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10485 75-2303920
---------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225
----------------------------------------
(Address of principal executive offices)
(972) 713-3700
----------------------------------------------------
(Registrant's telephone number, including area code)
================================================================================
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by Tyler Technologies, Inc. dated
December 3, 2003.
ITEM 9. REGULATION FD DISCLOSURE
This Form 8-K furnishes information required under Items 9 and 12 of the Form
8-K. See Item 12 below.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This Form 8-K furnishes information required under Items 9 and 12 of Form 8-K.
On December 3, 2003, Tyler Technologies, Inc. ("the Company") issued a
press release announcing the acquisition of Eden Systems, Inc., a copy
of which is attached hereto as Exhibit 99.1.
On December 4, 2003, the Company held a conference call to discuss the
acquisition of Eden Systems, Inc. and the Company's preliminary
outlook for 2004. The conference call was disclosed in the December 3,
2003 press release and was generally accessible by investors and other
interested parties via telephone or Webcast. A replay of the Webcast
is available at www.tylerworks.com. During the conference call, the
Company disclosed the following additional information:
o The Company noted that the purchase price for Eden Systems,
Inc. consisted of approximately $10 million net in cash and
approximately 237,000 shares of Tyler common stock. (The
number of shares was incorrectly identified on the
conference call as 272,000.)
o The Company reaffirmed its previously communicated guidance
of earnings per share of $0.17 to $0.19 (excluding the gain
on the sale of the Company's investment in H.T.E., Inc.) and
now expects that earnings per share for 2003 will likely be
at the top of, or slightly in excess of, that range.
o For the year 2004, the Company preliminarily expects that
overall revenue growth will be in a range from 18% to 22%,
with internal growth of approximately 10% and growth from
acquisitions of approximately 9% to 11%.
o The Company preliminarily expects to have net earnings in
2004 of $12 million to $13 million and fully diluted
earnings per share of $0.27 to $0.29. These expectations
reflect earnings growth of approximately 35% - 45%, based on
expected earnings per share (excluding the gain on the sale
of the H.T.E. investment) of $0.20.
o The Company preliminarily expects capital expenditures in
2004 to be $10 million or less.
The foregoing information is furnished with this Current Report on Form 8-K and
is not deemed filed with the Securities and Exchange Commission and is not
incorporated by reference in any filing of Tyler Technologies, Inc. under the
Securities Act of 1933 or the Securities Exchange Act of 1934. Further, the
foregoing information contains forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by those
sections.
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.
TYLER TECHNOLOGIES, INC.
Date: December 5, 2003 By: /s/ Theodore L. Bathurst
-----------------------------------
Theodore L. Bathurst
Vice President and Chief Financial
Officer (principal financial
officer)