Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 2, 2021, NIC Inc., a Delaware corporation ("NIC"), awarded a one-time
retention bonus award of $250,000 (the "Retention Bonuses"), less all applicable
withholding and other authorized deductions, to each of Jayne Friedland Holland,
NIC's Chief Security Officer, William A. Van Asselt, NIC's General Counsel and
Secretary, and Douglas Rogers, NIC's Senior Vice President of Strategic
Initiatives, in order to reward them for their efforts in consummating the
transactions contemplated by the previously announced merger agreement (the
"Merger Agreement") entered into between NIC, Tyler Technologies, Inc., a
Delaware corporation ("Tyler Technologies"), and Topos Acquisition, Inc., a
Delaware corporation and a wholly-owned subsidiary of Tyler Technologies, and to
incentivize them to continue to assist in bringing such transactions to a
successful closing (the "Closing"). The Retention Bonuses will be paid in a lump
sum cash payment on the date of the Closing, subject to the executives'
continued employment with the Company on such date. If the transactions
contemplated by the Merger Agreement are not completed or an executive's
employment with the Company is terminated for any reason prior to the Closing,
the executive will not be entitled to the payment of the Retention Bonus.
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) risks related to the consummation of
the transaction, including the risks that (a) the transaction may not be
consummated within the anticipated time period, or at all, (b) the parties may
fail to obtain the Stockholder Approval of the Merger Agreement, (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 transaction under
the Merger Agreement may not be satisfied; (2) the effects that any termination
of the Merger Agreement may have on Tyler Technologies or NIC or their
respective businesses, including the risks that Tyler Technologies' or NIC's
stock price may decline significantly if the transaction is not completed; (3)
the effects that the announcement or pendency of the merger may have on Tyler
Technologies or NIC and their respective business, including the risks that as a
result (a) NIC's business, operating results or stock price may suffer, (b)
NIC's current plans and operations may be disrupted, (c) NIC's ability to retain
or recruit key employees may be adversely affected, (d) NIC's business
relationships (including, customers and suppliers) may be adversely affected, or
(e) NIC's management's or employees' attention may be diverted from other
important matters; (4) the effect of limitations that the Merger Agreement
places on NIC's ability to operate its business, return capital to stockholders
or engage in alternative transactions; (5) 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 NIC and others; (6) the
risk that the transaction and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive, legal,
regulatory, and/or tax factors; and (8) other factors described under the
heading "Risk Factors" in Part I, Item 1A of NIC's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, as updated or supplemented by
subsequent reports that NIC has filed or files with the SEC. 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 NIC 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.
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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 NIC. In connection with the proposed transaction, NIC plans to
file a proxy statement with the SEC. STOCKHOLDERS OF NIC 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 NIC 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 NIC 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 NIC's Investor Relations
website at https://ir.egov.com/
Participants in Solicitation
NIC and Tyler Technologies 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 NIC's directors and executive officers is available in its proxy
statement filed with the SEC on March 12, 2020. Information regarding Tyler
Technologies' 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.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Retention Bonus Award Letter
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