UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 8, 2004
Open Solutions Inc.
Delaware
| 000-02333-56 | 22-3173050 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 300 Winding Brook Drive, Glastonbury, CT | 06033 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(860) 652-3155
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed by Open Solutions Inc. (the “Registrant”) on July 13, 2004 regarding the purchase of all of the outstanding shares of capital stock of re:Member Data Services, Inc. (“re:Member”). The purpose of this Amendment No. 1 is to file the financial statements of re:Member and the pro forma financial information of the Registrant required by Item 9.01 of Form 8-K.
Item 9.01 – Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired |
The financial statements required by this item are contained in Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by this item is contained in Exhibit 99.3 to this Amendment No. 1 and is incorporated herein by reference.
| (c) | Exhibits |
The Exhibits to this report are listed in the Exhibit Index attached hereto.
1
SIGNATURE
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: September 20, 2004 | OPEN SOLUTIONS INC. |
|||
| By: | /s/ Carl D. Blandino | |||
| Carl D. Blandino | ||||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
2.1
|
Stock Purchase Agreement, dated as of July 8, 2004, by and among David B. Becker, John E. Taylor, as Trustee of the David B. Becker Family Trust and David B. Becker, as Trustee of the David B. Becker Charitable Remainder Unitrust, as shareholders of re:Member Data Services, Inc., and RD Acquisition Corp. (incorporated by reference from Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2004). | |
23.1
|
Consent of Crowe Chizek and Company LLC. | |
99.1
|
Press Release dated July 9, 2004 (incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 13, 2004). | |
99.2
|
Financial Statements of re:Member Data Services, Inc. | |
99.3
|
Pro Forma Financial Information of Open Solutions Inc. |