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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 1996
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Healthdyne Information Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 0-270576 58-2112366
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1850 Parkway Place, Suite 1100, Marietta, Georgia 30067
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (770) 423-8450
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(Former name or former address, if changed since last report)
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ITEM 5 Other Events
On November 13, 1996, Healthdyne Information Enterprises, Inc. (the
"Company") announced that it has entered into an agreement in principle for an
option to acquire an additional 36% equity ownership interest in Criterion
Health Strategies, Inc. ("CHS"), a Nashville-based affiliate that provides
healthcare enterprise management software tools and services. The Company
currently holds a promissory note convertible into a 32% equity interest in CHS,
and has previously entered into an agreement in principle to acquire an option
for the remaining 32% equity interest held by another shareholder. The
information contained in such press release is hereby incorporated by reference
into this report.
ITEM 7 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99 Press release of the Company dated November 13, 1996, regarding
the acquisition of an option to acquire additional interest in CHS.
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SIGNATURES
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 thereunto duly authorized.
Healthdyne Information Enterprises, Inc.
By: /s/ Joseph G. Bleser
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Joseph G. Bleser
Vice President -Finance,
Chief Financial Officer, Treasurer
and Secretary
(duly authorized and principal
financial officer)
Dated: November 18, 1996
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EXHIBIT INDEX
Exhibit
Number Description
99 Press release of Healthdyne Information Enterprises, Inc. (the
"Company") dated November 13, 1996 regarding the acquisition of
an option to acquire additional interest in Criterion Health
Strategies, Inc.
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EXHIBIT 99
HEALTHDYNE INFORMATION ENTERPRISES, INC.
NEWS RELEASE
FOR FURTHER INFORMATION AT HEALTHDYNE INFORMATION ENTERPRISES, INC. ("HIE")
CONTACT: JOE BLESER, CHIEF FINANCIAL OFFICER AT (770) 423-8451 OR
INTERNET:[email protected]
HIE OBTAINS OPTION TO ACQUIRE AFFILIATE
MARIETTA, GA, NOVEMBER 13, 1996 - Healthdyne Information Enterprises, Inc.
("HIE" or the "Company", Nasdaq National Market: HDIE) today announced that it
has entered into an agreement in principle for an option to acquire the
remaining 36% equity ownership interest in Criterion Health Strategies, Inc.
("CHS"), a Nashville-based affiliate that provides healthcare enterprise
management software tools and services.
HIE currently holds a promissory note convertible into a 32% equity
ownership interest in CHS and has entered into a previously announced agreement
in principle with Massey Burch Capital Corp. ("Massey Burch") for an option to
acquire for stock an additional 32% equity ownership interest in CHS. Of the
remaining 36% equity ownership interest in CHS on a fully diluted basis, 26% is
held by two CHS executive officers and 10% is reserved for issuance under CHS
stock options grants of which 6.5% are outstanding.
Under the terms of today's announcement, the agreement in principle
between HIE and the two CHS executive officers provides an option at no cost to
HIE for HIE to acquire the 26% equity ownership interest in CHS held by the two
CHS executive officers for 240,000 shares of HIE's common stock and to convert
the 10% equity ownership interest reserved for CHS stock options to a HIE
tandem stock option program. The agreement in principle further provides that
this option, if exercised, must be exercised simultaneously with the Massey
Burch option, which is exercisable between December 31, 1996 and June 30, 1997,
and that the two CHS executive officers will periodically vest in an increasing
ownership interest percentage of the 240,000 shares of HIE common stock through
June 30, 1999.
Brenton L. Teveit, President and Chief Executive Officer of CHS, stated
that "We are excited about the initial reaction of the market place to our
enterprise management software tools developed over the past two years. We
believe that CHS can maximize its growth potential by being an integral part of
HIE's comprehensive information solution for the emerging integrated healthcare
delivery networks ("IDNs")."
Darrell Young, HIE's President and Chief Executive Officer, stated that
"CHS' enterprise management software tools complement HIE's suite of open
architecture, core
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software tools, which are capable of creating the next generation of clinical
information systems needed by IDNs to survive and prosper in the evolving
managed patient care environment. HIE intends to exercise these options to
increase its equity ownership interest in CHS when CHS' projected operating
results would enhance HIE's projected operating results."
HIE is an international provider of healthcare clinical information
solutions and services to integrated healthcare delivery networks and other
healthcare providers in the United States, Canada, the United Kingdom, Germany
and Australia.
This press release contains forward-looking statements that involve a
number of risks and uncertainties. The transactions contemplated by the
agreements in principle referred to above are subject to negotiation and
execution of definitive agreements and other customary conditions. There can
be no assurance that definitive agreements will be entered into or, even if
entered into, that the transactions will be consummated as described above.
Among the important factors that could cause actual operating results to differ
materially from those indicated by such forward-looking statements are
competitive pressures, the mix of software and service revenue, the mix of
direct and indirect sales, changes in pricing policies, undetected errors or
bugs in software, delays in product development, lower-than-expected demand for
the Company's solutions, business conditions in the IDN market, general
economic conditions and the risk factors detailed from time to time in the
Company's periodic reports and registration statements filed with the
Securities and Exchange Commission.
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