SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
Predictive Systems, Inc.
-------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------
Filed by Predictive Systems, Inc.
Pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Predictive Systems, Inc.
Commission File No.: 000-30422
The following is the text of a joint press release issued by Predictive
Systems, Inc. and International Network Services, Inc. on April 9, 2003.
For Immediate Release Contacts: Cortney Rhoads/Jerry Walsh
Walsh Communications
212-221-4612
CORTNEY@WALSHCOM.COM
JERRY@WALSHCOM.COM
INTERNATIONAL NETWORK SERVICES TO ACQUIRE PREDICTIVE SYSTEMS
NEW YORK, NY - April 9, 2003 - International Network Services Inc. (INS), a
leading provider of global network consulting and security services, and
Predictive Systems, Inc. (Nasdaq SC: PRDS), a leading security and network
infrastructure consulting firm, jointly announced today a definitive agreement
under which INS will acquire Predictive Systems. Under the terms of the
agreement and pending shareholder approval, a wholly-owned subsidiary of INS
will merge with and into Predictive Systems and Predictive will continue
operations as a wholly owned subsidiary of INS. The shareholders of Predictive
Systems are expected to receive total cash consideration of approximately $19.2
million, or between $0.416 and $0.458 per share, subject to certain conditions.
The consideration is subject to further adjustment based on the estimated net
assets of Predictive Systems immediately prior to the closing of the merger.
Predictive Systems intends to issue a press release announcing the finally
determined per share consideration on the third trading day prior to the special
meeting of Predictive Systems stockholders.
After the acquisition, it is anticipated that INS will have over 700 employees,
and will operate in over 30 offices in the U.S. and six internationally. David
Butze will continue to serve as president and CEO of INS, which will remain
headquartered in Santa Clara, California. Andy Zimmerman, CEO of Predictive
Systems, will remain with the company through the completion of the transaction
which is expected to close at the conclusion of the second quarter.
"Bringing these two companies together makes good sense from a customer,
employee, and shareholder perspective," said Andy Zimmerman. "The result is
truly a compelling combination of two organizations with not only a
complementary portfolio of services, customer base, and experience - but also a
shared vision and values."
"We are excited about the capabilities of the combined company," said David
Butze. "The addition of Predictive's strong information security and network
management expertise to the INS portfolio will further enable us to deliver
world-class network consulting services to our customers worldwide. We believe
this will position INS as the world's largest independent network and security
professional services firm, with a strong customer penetration of the top
companies across multiple industries."
Updata Capital, Inc. rendered a fairness opinion to the Predictive Systems'
Board of Directors in connection with the merger.
Predictive Systems will host a call at 11:00 a.m. (ET) today to provide
additional information on this transaction and answer questions. The call is
accessible by dialing 1-800-299-9630 (within the US) or 617-786-2904
(International). Participant pass code is 899-8300. A re-broadcast of the call
will be available from one hour after the conclusion of the call through April
16, at 5:00 p.m. (ET) by dialing 1-888-286-8010 (within the US) or 617-801-6888
(International). Participant pass code is 502-872.
About International Network Services Inc.
International Network Services (INS) provides network consulting services and
business solutions to help companies build, secure, and manage business-critical
network infrastructures. Our end-to-end network consulting solutions address
customers' needs in NEXT GENERATION NETWORKING, SECURITY, and NETWORK & SYSTEMS
MANAGEMENT, helping them optimize their business to better face competitive
challenges and meet future demands. We are one of the world's largest
independent network consulting and security services providers with a track
record of thousands of successful engagements. INS is headquartered in Santa
Clara, Calif. and has offices across the U.S. and Europe.
About Predictive Systems
Predictive Systems, Inc. (NASDAQ SC: PRDS) is a leading consulting firm focused
on helping Fortune 1000 companies design, manage, and optimize smart, secure
technology infrastructures that focus on measurable, business-driven results. As
a full service security systems consulting firm, Predictive Systems addresses
all three of the critical needs - business strategy, technical capability, and
network management - of network security. Headquartered in New York City,
Predictive Systems has regional offices throughout the United States. Predictive
has a strong global presence, with offices located in the UK and the
Netherlands. For additional information, please contact Predictive Systems at
(212) 659-3400 or visit WWW.PREDICTIVE.COM.
Predictive Systems, the Predictive Systems logo, BusinessFirst, and Global
Integrity are trademarks or registered trademarks of Predictive Systems, Inc.
All other brands or product names are trademarks or registered trademarks of
their respective companies.
Additional Information
In connection with the INS merger, Predictive Systems will be filing a proxy
statement and other relevant documents concerning the transaction with the
Securities and Exchange Commission ("SEC"). STOCKHOLDERS OF PREDICTIVE SYSTEMS
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain free copies of the proxy
statement and other documents when they become available by contacting Investor
Relations, Predictive Systems, Inc., 19 West 44th Street, New York, NY 10036
(Telephone: (212) 659-3400). In addition, documents filed with the SEC by
Predictive Systems will be available free of charge at the SEC's web site at
http://www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Predictive
Systems in connection with the transaction, and their interests in the
solicitation, will be set forth in a proxy statement that will be filed by
Predictive Systems with the SEC.
This press release contains statements of a forward-looking nature relating to
future events or future financial results of Predictive Systems. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. Statements concerning the completion of the INS
acquisition, the expected consideration per share, whether the purchase price
will be adjusted based on Predictive Systems' net assets, and the completion of
the SAIC transaction, among others, are by nature "forward-looking statements"
(within the meaning of the Private Securities Litigation Reform Act of 1995)
that involve a number of uncertainties and risks and cannot be guaranteed.
Factors that could cause actual events or results to differ materially include
the risk that the merger may not be consummated in a timely manner, if at all,
risks associated with estimating cash requirements and closing net assets,
employee relations, risks relating to shifts in customer demand, and other risks
concerning Predictive Systems that are detailed in its period filings with the
SEC, including its most recent filings on Form 10-K and Form 10-Q.
###