ITEM 7.01 REGULATION
FD DISCLOSURE
On February 1, 2021, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.09 per share, payable to stockholders of record as
of March 3, 2021. The dividend, which is expected to total approximately $6.1 million based on the current number of shares outstanding, will be paid on March 17, 2021, out of the Company’s available cash.
The information in Items 2.02 and 7.01 to this Current Report, including without limitation Exhibit 99.1, is being furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific
reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K
contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such
words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) the impact of
public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the
functioning of national or global economies and markets; (2) risks related to the consummation of the Company’s pending merger with Tyler Technologies, Inc.
(“Tyler Technologies”), including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain the required approval of the Company’s stockholders, (c) the parties may fail
to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (d) other conditions to the consummation of the merger may not be satisfied; (3) the effects
that any termination of the pending merger may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the merger is not completed, (b) the pending merger may be terminated in
circumstances requiring the Company to pay Tyler Technologies a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain
subsequent transactions, may have a chilling effect on alternatives to the merger; (4) the effects that the announcement or pendency of the merger may have on the Company and its business, including the risks that as a result (a) the Company’s
business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships
(including, customers and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (5) the effect of limitations that the Merger Agreement places on the Company’s
ability to operate its business, return capital to stockholders or engage in alternative transactions; (6) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the
merger and instituted against the Company and others; (7) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (8) other economic, business, competitive, legal, regulatory, and/or tax factors; and
(9) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or
files with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. Neither Tyler Technologies nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future
events or otherwise, except as required by law.
Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed merger between a subsidiary of Tyler Technologies and the Company. In connection with the
proposed transaction, The Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN)
AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the
proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, on the Company’s Investor Relations website at https://ir.egov.com.
Participants in Solicitation
The Company and Tyler and their
respective directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding the Company’s directors and executive officers
is available in its proxy statement filed with the SEC on March 12, 2020. Information regarding Tyler’s directors and executive officers is available in its proxy statement filed with the SEC on April 1, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the proxy statement and other relevant materials to be filed with the SEC (when they become available). Investors should read the proxy statement and other relevant materials carefully when they become available before making any voting or
investment decisions. These documents can be obtained free of charge from the sources indicated above.
