<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 13, 2000
--------------------
HEALTHCARE.COM CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 0-27056 58-2112366
- ------------------------------- ------------ ----------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
</TABLE>
1850 PARKWAY PLACE, SUITE 1100, MARIETTA, GEORGIA 30067
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 423-8450
--------------------------
HIE, INC.
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
On March 13, 2000, Healthcare.com Corporation (formerly HIE, Inc.)
("Healthcare.com") signed an agreement, effective as of February 25, 2000, to
purchase certain service contracts and other assets of the Integrated Solutions
Division ("ISD") of Thermo Information Solutions Inc. ("Thermo").
Healthcare.com hereby amends its Current Report on Form 8-K filed on March 28,
2000 with respect to the acquisition of certain service contracts and other
assets of ISD to include the below-referenced financial statements and pro
forma financial information.
Integrated Solutions Division of Thermo Information Solutions Inc.
(A) AUDITED FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
<TABLE>
<S> <C>
Independent Auditors' Report..................................................... 3
Balance Sheet as of December 31, 1999............................................ 4
Statement of Operations for the year ended December 31, 1999..................... 5
Statement of Divisional Equity for the year ended December 31, 1999.............. 6
Statement of Cash Flows for the year ended December 31, 1999..................... 7
Notes to Financial Statements.................................................... 8
</TABLE>
(B) UNAUDITED PRO FORMA FINANCIAL DATA.
The following unaudited pro forma financial information relating to
Healthcare.com and ISD is included herein:
<TABLE>
<S> <C>
Unaudited Pro Forma Financial Data................................................ 12
Pro Forma Combined Condensed Balance Sheet as of December 31, 1999................ 13
Pro Forma Combined Condensed Statement of Operations for the year ended
December 31, 1999................................................................. 14
Notes to Unaudited Pro Forma Combined Condensed Financial Statements.............. 15
</TABLE>
(C) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
2.1 Asset Purchase Agreement dated March 13,
2000 between Thermo Information Solutions
Inc. and HIE, Inc. (In accordance with Item
601(b)(2) of Regulation S-K, the exhibits
and schedules to the Asset Purchase
Agreement have not been included. The
Registrant agrees to furnish supplementally
a copy of the omitted exhibits and
schedules to the Commission upon request.)*
2.2 Common Stock Purchase Warrant dated March 13, 2000 issued
by HIE, Inc. to Thermo Information Solutions Inc.*
-------------
* Previously included in the Company's Current Report on
Form 8-k filed with the Commission on March 28, 2000.
</TABLE>
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Integrated Solutions Division of
Thermo Information Solutions Inc.:
We have audited the accompanying balance sheet of Integrated Solutions Division
of Thermo Information Solutions Inc. as of December 31, 1999, and the related
statements of operations, divisional equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Integrated Solutions Division
of Thermo Information Solutions Inc. as of December 31, 1999, and the results
of its operations and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.
Atlanta, Georgia /s/ KPMG LLP
April 21, 2000
3
<PAGE> 4
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Balance Sheet
December 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 2,675
Accounts receivable 5,390,133
Earned revenue in excess of billings 54,249
Other current assets 57,778
-----------
Total current assets 5,504,835
Property and equipment, net 62,095
-----------
$ 5,566,930
===========
LIABILITIES AND DIVISIONAL EQUITY
Current liabilities:
Trade accounts payable $ 373,500
Accrued salaries, wages and benefits 776,648
Other accrued expenses 500,000
-----------
Total current liabilities 1,650,148
-----------
Divisional equity:
Parent company investment 2,063,638
Retained earnings 1,853,144
-----------
Total divisional equity 3,916,782
Commitments and contingencies (note 3)
-----------
$ 5,566,930
===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Statement of Operations
Year ended December 31, 1999
<TABLE>
<S> <C>
Contract and service revenues $ 17,182,679
Cost of contract and service revenues 12,691,324
-------------
Gross profit 4,491,355
Operating expenses:
Selling and marketing 818,062
General and administrative 3,256,992
-------------
Net income-historical 416,301
Pro forma income tax expense 168,304
-------------
Pro forma net income $ 247,997
=============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Statement of Divisional Equity
Year ended December 31, 1999
<TABLE>
<CAPTION>
PARENT TOTAL
COMPANY RETAINED DIVISIONAL
INVESTMENT EARNINGS EQUITY
----------- --------- ----------
<S> <C> <C> <C>
Balance at December 31, 1998 $ 2,266,321 1,436,843 3,703,164
Decrease in Parent company investment (202,683) -- (202,683)
Net income -- 416,301 416,301
----------- --------- ---------
Balance at December 31, 1999 $ 2,063,638 1,853,144 3,916,782
=========== ========= =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Statement of Cash Flows
Year ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income $ 416,301
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 75,395
Changes in operating assets and liabilities:
Accounts receivable (1,094,250)
Earned revenue in excess of billings (54,249)
Other current assets (17,784)
Trade accounts payable 209,630
Accrued salaries, wages, and benefits 168,245
Other accrued expenses 500,000
-----------
Net cash provided by operating activities 203,288
Cash flows from financing activities - decrease in parent
company investment (202,683)
-----------
Net increase in cash 605
Cash at beginning of year 2,070
-----------
Cash at end of year $ 2,675
===========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 8
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Notes to Financial Statements
December 31, 1999
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS
The Integrated Solutions Division (the "Company") of Thermo
Information Solutions Inc. ("TIS" or "Parent") designs,
implements, and manages information technology solutions. The
Company integrates information and telecommunication products to
create information solutions for its customers. Effective
February 25, 2000, certain assets and liabilities of the Company
were acquired by Healthcare.com Corporation (see note 7).
(B) BASIS OF FINANCIAL STATEMENT PRESENTATION
The financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and income and
expenses for the year. Actual results could differ from those
estimates.
(C) RELATIONSHIP WITH THERMO INFORMATION SOLUTIONS INC.
The Company operated as a division of TIS, a Delaware corporation
and a 79% owned subsidiary of Thermo Coleman Corporation
("Coleman"), until being acquired by Healthcare.com Corporation
(formerly HIE, Inc.) ("Healthcare.com"). The accompanying
financial statements include the assets, liabilities, revenues
and expenses of the Company as included in TIS's consolidated
financial statements.
(D) REVENUE RECOGNITION
Revenues and profits on all long-term contracts are recognized
using the percentage-of-completion method. The percentage of
completion is determined by relating the actual costs incurred to
date to management's estimate of total costs to be incurred on
each contract. Contract provisions for estimated losses on
uncompleted contracts are made in the period in which such losses
are determined. There are no significant amounts included in the
accompanying balance sheet that are not expected to be recovered
from existing contracts at current contract values, or that are
not expected to be collected within one year. Service revenues
are recognized as the services are performed. Minimal product
revenues are recognized upon shipment of the products.
8
<PAGE> 9
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Notes to Financial Statements
December 31, 1999
(E) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated
depreciation and amortization. Depreciation and amortization is
calculated on the straight-line method over the estimated useful
lives of the assets as follows:
<TABLE>
<S> <C>
Computer equipment 3 years
Furniture and fixtures 7 years
Leasehold improvements 7 years
</TABLE>
(F) IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE
DISPOSED OF
The Company accounts for long-lived assets in accordance with the
provisions of Statement of Financial Accounting Standards
("SFAS") No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 121
requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceed the fair value of the
assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
(G) INCOME TAXES
Since the Company is a division of TIS, the Company's results of
operations are included in TIS's consolidated income tax returns.
A provision for pro forma income tax expense has been presented
which represents income taxes which would have been provided had
the Company operated as a separate taxable entity.
(H) COMPREHENSIVE INCOME
No statement of comprehensive income has been included in the
accompanying financial statements for the year ended December 31,
1999 since the Company does not have any "other comprehensive
income" to report.
9
<PAGE> 10
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Notes to Financial Statements
December 31, 1999
(2) PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31, 1999:
<TABLE>
<S> <C>
Computer equipment $ 244,704
Furniture and fixtures 84,560
Leasehold improvements 11,711
--------
340,975
Less accumulated depreciation and amortization 278,880
--------
Property and equipment, net $ 62,095
========
</TABLE>
(3) COMMITMENTS AND CONTINGENCIES
(A) LEASES
The Company has several noncancelable operating leases, primarily
for the building occupied in Charleston, South Carolina. Rental
expense for all operating leases during 1999 was $147,003. Future
minimum lease payments under noncancelable operating leases as of
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
2000 $ 213,159
2001 162,448
2002 117,588
-----------------
$ 493,195
=================
</TABLE>
(B) CONTRACTUAL COMMITMENTS
The Company enters into contractual commitments to deliver
products and services in the ordinary course of business. The
Company believes that all such contractual commitments will be
met or renegotiated such that no material adverse financial
impact on the Company's financial position, results of
operations, or liquidity will result from the Company's failure
to meet these commitments.
10
<PAGE> 11
INTEGRATED SOLUTIONS DIVISION OF
THERMO INFORMATION SOLUTIONS INC.
Notes to Financial Statements
December 31, 1999
(C) CONTINGENCIES
The Company is involved in legal proceedings and litigation
arising in the ordinary course of business. In the opinion of
management, the resolution of such proceedings and litigation
will not have a material adverse effect on the Company's
financial condition or results of operations.
(4) BENEFIT PLANS
Substantially all of the Company's full-time employees are eligible to
participate in the Coleman Money Purchase Plan and the Coleman 401(k)
Employee Stock Ownership Plan (the "Plans"). TIS contributes 5% of
eligible employee's gross wages to the Money Purchase Plan.
Contributions to the 401(k) Employee Stock Ownership Plan are made by
both the employee and TIS. TIS may contribute an amount determined by
the Board, in cash or in TIS common stock. TIS contributions are divided
evenly among eligible participants based on individual compensation. The
Company's contribution expense to the Plans was $243,294 for the year
ended December 31, 1999.
(5) RELATED PARTY TRANSACTION
TIS and Coleman have a corporate service agreement under which Coleman's
corporate staff provides certain administrative services, including
payroll, human resources and benefit administration, information systems
and executive management services, for which the Company pays Coleman an
annual fee. The annual fee is based on revenues, payroll and average net
fixed assets during the year. The annual fee is reviewed and adjusted
annually by mutual agreement of the parties. For these services, the
Company was charged $177,207 in 1999.
(6) MAJOR CUSTOMER
For the year ended December 31, 1999, one major customer accounted for
approximately 86% of total revenue.
(7) SUBSEQUENT EVENT
Effective February 25, 2000, certain assets and liabilities of the
Company were acquired by Healthcare.com of Marietta, Georgia, for
1,307,345 shares of Healthcare.com common stock and a warrant to
purchase an additional 261,469 shares of Healthcare.com common stock.
11
<PAGE> 12
UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma combined condensed balance sheet set forth below
as of December 31, 1999 gives effect to Healthcare.com Corporation's
(the "Company" or "Healthcare.com") acquisition of the Integrated
Solutions Division ("ISD") of Thermo Information Solutions Inc.
("Thermo") as if it had occurred on December 31, 1999. The unaudited pro
forma combined condensed statement of operations set forth below for the
year ended December 31, 1999 gives effect to the Company's acquisition
of ISD as if it had occurred on January 1, 1999. The pro forma financial
data should be read in conjunction with the historical consolidated
financial statements and notes of the Company included in the Company's
annual report on Form 10-K filed with the Securities and Exchange
Commission (the "Commission") on March 30, 2000 and the historical
financial statements and notes of ISD included in this report on Form
8-K/A. The pro forma combined results are not necessarily indicative of
the results that would have been achieved had the acquisition of ISD
occurred on January 1, 1999 or of future operations.
12
<PAGE> 13
HEALTHCARE.COM CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, 1999
------------------------------------------------------------------
HISTORICAL
----------------------------
PRO FORMA PRO FORMA
HEALTHCARE.COM ISD ADJUSTMENTS CONSOLIDATED
-------------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,609 $ 3 $ 997 (1) $ 6,609
Trade accounts receivable, net 6,662 5,390 (5,390) (2) 6,662
Other current assets 1,421 112 (84) (2) 1,449
-------- ------ ------- --------
Total current assets 13,692 5,505 (4,477) 14,720
Purchased software, net 1,266 -- -- 1,266
Capitalized software development costs, net 2,425 -- -- 2,425
Property and equipment, net 2,908 62 (8) (2) 2,962
Goodwill, net 6,887 -- 5,626 (3) 12,513
Other assets 89 -- -- 89
-------- ------ ------- --------
Total assets $ 27,267 $5,567 $ 1,141 $ 33,975
======== ====== ======= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 6,363 $ -- $ -- $ 6,363
Accounts payable 1,211 373 (373) (4) 1,211
Accrued liabilities 1,773 1,277 (575) (5) 2,475
Deferred revenue 4,583 -- -- 4,583
-------- ------ ------- --------
Total current liabilities 13,930 1,650 (948) 14,632
Long-term debt 254 -- -- 254
-------- ------ ------- --------
Total liabilities 14,184 1,650 (948) 14,886
-------- ------ ------- --------
Series B Preferred Stock 348 -- -- 348
Shareholders' equity:
Common stock 256 -- 13 (6) 269
Parent company investment -- 2,064 (2,064) (7) --
Additional paid-in capital 42,236 -- 5,993 (6) 48,229
(Accumulated deficit) retained earnings (29,757) 1,853 (1,853) (7) (29,757)
-------- ------ ------- --------
Total shareholders' equity 12,735 3,917 2,089 18,741
-------- ------ ------- --------
Total liabilities and shareholders' equity $ 27,267 $5,567 $ 1,141 $ 33,975
======== ====== ======= ========
</TABLE>
See accompanying Notes to Pro Forma Combined Condensed Financial Statements.
13
<PAGE> 14
HEALTHCARE.COM CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
-------------------------------------------------------------------
HISTORICAL
------------------------------
PRO FORMA PRO FORMA
HEALTHCARE.COM ISD ADJUSTMENTS CONSOLIDATED
-------------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Revenue:
Software $ 6,982 $ -- $ -- $ 6,982
Services and other 18,333 17,182 -- 35,515
-------- -------- ------- --------
Total revenue 25,315 17,182 -- 42,497
Cost of revenue:
Software 1,343 -- -- 1,343
Services and other 10,193 12,691 -- 22,884
-------- -------- ------- --------
Total cost of revenue 11,536 12,691 -- 24,227
-------- -------- ------- --------
Gross profit 13,779 4,491 -- 18,270
Operating expenses:
Sales and marketing 6,969 818 -- 7,787
Research and development 4,047 -- -- 4,047
General and administrative 10,740 3,257 563 (8) 14,560
-------- -------- ------- --------
Operating earnings (loss) (7,977) 416 (563) (8,124)
Interest expense, net (496) -- -- (496)
Income taxes -- -- -- --
-------- -------- ------- --------
Net earnings (loss) (8,473) 416 (563) (8,620)
Accretion of Series B Preferred Stock (17) -- -- (17)
Series B Preferred Stock dividend requirement (14) -- -- (14)
-------- -------- ------- --------
Net income (loss) attributable to
common shareholders $ (8,504) $ 416 $ (563) $ (8,651)
======== ======== ======= ========
Loss per common share - basic and diluted $ (0.34) $ (0.32)
======== ========
Weighted average number of common shares
used in calculating loss per common share -
basic and diluted 25,347 1,307 (9) 26,654
======== ======= ========
</TABLE>
See accompanying Notes to Pro Forma Combined Condensed Financial Statements.
14
<PAGE> 15
HEALTHCARE.COM CORPORATION AND SUBSIDIARY
Notes to Pro Forma Combined Condensed Financial Statements
December 31, 1999
(in thousands, except per share amounts)
On March 13, 2000, Healthcare.com Corporation (the "Company" or
"Healthcare.com") signed an agreement, effective as of February 25, 2000, to
purchase certain service contracts and other assets and liabilities of ISD. ISD,
based in Charleston, South Carolina, designs, implements and manages information
technology solutions. The purchase price consisted of 1,307 shares of the
Company's common stock and a warrant to purchase an additional 261 shares of the
Company's common stock at any time on or before March 13, 2004 at an exercise
price of $4.207 per share. On the closing date, the fair value of the common
stock issued was $5,500, determined by calculating the average closing price of
the common stock several days before and after the closing date and applying a
discount related to certain restrictions on the common stock. The discount
applied to the calculated value of common stock issued in this transaction is
supported by an independent valuation. The value of the warrant was $506 on the
closing date, determined using the Black-Scholes option-pricing model. Thermo
has a one-time right, exercisable at any time on or before September 14, 2000,
subject to certain limitations, to receive additional shares of Healthcare.com
common stock in the event that the average trading price of Healthcare.com
common stock during the 10-day trading period prior to its election is below
$4.207 per share. As part of the transaction, the Company received $1,000 in
cash for working capital purposes from Thermo. The acquisition was accounted for
using the purchase method of accounting with the results of operations of the
business acquired included in the Company's results of operations from the
effective date of the acquisition. The acquisition resulted in acquired net
assets of approximately $500 and excess of cost over net assets acquired of
approximately $5,626.
The unaudited pro forma financial data have been prepared using the
purchase method of accounting, whereby the total cost of the acquisition is
allocated to the tangible and intangible assets acquired and liabilities
assumed based upon their respective fair values at the effective date of the
acquisition. For purposes of the unaudited pro forma financial data, such
allocations have been made based upon currently available information and
management's estimates. The historical financial statements are derived from
the audited financial statements of the Company and ISD for the year ended
December 31, 1999.
The unaudited pro forma financial data do not purport to represent
what the results of operations of the Company would actually have been if the
acquisitions had occurred on such dates or to project the results of operations
of the Company for any future date or period. The unaudited pro forma financial
data should be read together with the Financial Statements and Notes thereto of
the Company and ISD. The unaudited pro forma financial data reflect the
following adjustments:
(1) Reflects net cash obtained in the acquisition of ISD.
(2) Reflects assets not purchased by Healthcare.com.
(3) Reflects goodwill recorded as a result of the allocation of the ISD
purchase price.
15
<PAGE> 16
HEALTHCARE.COM CORPORATION AND SUBSIDIARY
Notes to Pro Forma Combined Condensed Financial Statements
December 31, 1999
(in thousands, except per share amounts)
(4) Reflects liabilities that were not assumed by Healthcare.com.
(5) Reflects $120 of accrued direct acquisition costs recorded as a result
of the allocation of the ISD purchase price and $695 of accrued
liabilities not assumed by Healthcare.com in the transaction.
(6) Reflects the value of the Company's common stock and the warrant
issued in connection with the acquisition of ISD.
(7) Reflects the elimination of the historical equity accounts of ISD.
(8) Reflects the additional amortization of goodwill recorded as a result
of the allocation of the ISD purchase price.
(9) Reflects the increased shares of common stock outstanding resulting
from the acquisition of ISD.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Healthcare.com Corporation
May 15, 2000 By: /s/ Joseph A. Blankenship
------------------------------------------------
Joseph A. Blankenship
Senior Vice President - Chief Financial Officer,
Treasurer and Secretary (duly authorized officer
and principal accounting officer)
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
2.1 Asset Purchase Agreement dated March 13, 2000
between Thermo Information Solutions Inc.
and HIE, Inc.*
2.2 Common Stock Purchase Warrant dated March 13, 2000
issued by HIE, Inc. to Thermo Information
Solutions Inc. *
</TABLE>
* Previously filed as exhibits to the Company's Current
Report on Form 8-K filed with the Commission on March 28,
2000.
18
