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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 10, 2003
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Date of Report (date of earliest event reported)
PREDICTIVE SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-30422 13-3808483
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation Identification Number)
or organization)
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 11, 2003, Predictive and Science Applications International
Corporation ("SAIC") announced that they had entered into an Asset Purchase
Agreement, dated as of April 10, 2003 (the "Asset Purchase Agreement"), which
sets forth the terms and conditions of the proposed sale of the firm's Security
Intelligence Service business (the "Business"), which includes Information
Sharing and Analysis Centers and Open Source Intelligence Services, to SAIC (the
"Asset Sale"). Pursuant to the Asset Purchase Agreement, SAIC will transfer at
the closing of the Asset Sale, 4,192,220 shares of Predictive's common stock to
Predictive as consideration for the Business. Consummation of the Asset Sale is
subject to various conditions, including the receipt of certain third party
consents. A copy of the Asset Purchase Agreement is included herein as Exhibit
2.1.
On April 11, 2003, Predictive issued a press release regarding the
execution of the Asset Purchase Agreement. A copy of such press release is
included herein as Exhibit 99.1.
The Asset Purchase Agreement and the 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 Asset Purchase Agreement, dated as of April 10, 2003,
by and among Predictive Systems, Inc., Global
Integrity Corporation and Science Applications
International Corporation
99.1 Press Release, dated April 11, 2003, announced by
Predictive Systems, 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 11, 2003
PREDICTIVE SYSTEMS, INC.
By: /s/ Neeraj Sethi
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Name: Neeraj Sethi
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Asset Purchase Agreement, dated as of April 10, 2003,
by and among Predictive Systems, Inc., Global
Integrity Corporation and Science Applications
International Corporation
99.1 Press Release, dated April 11, 2003, announced by
Predictive Systems, Inc.