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Predictive Systems, Inc.
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Filed by Predictive Systems, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Predictive Systems, Inc.
Commission File No.: 000-30422
The following is a press release issued by Predictive Systems, Inc. on
April 11, 2003:
For Immediate Release Contacts: Cortney Rhoads/Jerry Walsh
Walsh Communications
212-221-4612
CORTNEY@WALSHCOM.COM
JERRY@WALSHCOM.COM
PREDICTIVE SYSTEMS' SECURITY INTELLIGENCE SERVICES SOLD TO SAIC
- Sale Was Reflected in Company's Previously Announced Acquisition by INS -
NEW YORK, NY - April 11, 2003 -Predictive Systems, Inc. (Nasdaq SC: PRDS) today
announced the sale of the firm's Security Intelligence Services business unit,
which includes Information Sharing and Analysis Centers (ISACs) and Open Source
Intelligence (OSI) services, to Science Applications International Corporation
(SAIC). Total revenues associated with this business unit represented
approximately $1.38 million in fiscal 2002. The closing of the sale to SAIC
which is expected to take place early in the second quarter is subject to
certain conditions, mainly the receipt of third party consents.
As consideration for the transaction, SAIC will pay Predictive Systems an
aggregate of approximately 4.19 million shares of Predictive Systems common
stock, and accordingly, Predictive Systems' common stock outstanding after the
closing of the sale to SAIC will be reduced by approximately 4.19 million
shares. As a result, Predictive Systems expects the consideration per share to
be received pursuant to the previously announced INS merger to be approximately
$0.46 per share, based on the number of shares and in the-money-options expected
to be outstanding on the closing date of the INS merger. If the sale to SAIC
does not close for any reason, however, the 4.19 million shares will remain
outstanding and will be required to be included in the per share INS merger
consideration calculation resulting in a decrease in the estimated price per
share of the INS merger to approximately $0.42 per share. Furthermore, as
previously disclosed, the consideration to be received by stockholders in the
INS transaction is subject to additional adjustment based on Predictive Systems'
net assets at closing.
Predictive Systems also announced the resignation of Shawn Kreloff, the
company's Senior Vice President of Sales and Business Development who is leaving
to pursue other interests. Predictive Systems thanks Mr. Kreloff for his
dedicated service.
About SAIC
SAIC is the nation's largest employee-owned research and engineering company,
providing information technology, systems integration and eSolutions to
commercial and government customers. SAIC engineers and scientists work to solve
complex technical problems in national and homeland security, energy, the
environment, space, telecommunications, health care, transportation and
logistics. With annual revenues of $6.1 billion, SAIC and its subsidiaries,
including Telcordia Technologies, have more than 41,000 employees at offices in
more than 150 cities worldwide. More information about SAIC can be found on the
Internet at WWW.SAIC.COM.
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 SAIC
and INS acquisition, the expected consideration per share to be received in the
INS transaction, and whether the purchase price will be adjusted based on
Predictive Systems' net assets, 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 with INS or asset sale to SAIC 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.
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