UNITED STATES
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
April 3, 1997
(Date of Report)
March 25, 1997
(Date of earliest event reported)
______________________________
Commission File Number 0-26816
IDX SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 03-0222230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Shelburne Road
South Burlington, VT 05403
(Address of principal executive offices)
Registrant's telephone number, including area code: (802-862-1022)
Exhibit Index on Page 2 of 6
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ITEM 5: OTHER EVENTS
On March 25, 1997, the Company entered into an Agreement and Plan of
Merger ("Agreement") with PHAMIS, Inc. ("PHAMIS"), a provider of acute
care clinical and hospital-based information solutions. The merger, which
has been approved by the Board of Directors of each company, is subject to
regulatory and shareholder approval. The Agreement provides for the
stockholders of PHAMIS to receive .73 shares of the Company's Common Stock
for each share of PHAMIS Common Stock, subject to adjustment within a
range of .68 to .80 shares of IDX Common Stock, based on an average market
price per share of IDX. Approximately 6.1 million shares of Common Stock
of PHAMIS are outstanding and subject to the exchange. Management expects
that the merger, if consummated, will be accounted for under the pooling of
interests method.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE
99 IDX News Release dated 4
March 25, 1997
Page 2 of 6
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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 hereunto duly authorized.
IDX SYSTEMS CORPORATION
(Registrant)
Date: April 3, 1997 /s/ JOHN A. KANE
__________________________________
John A. Kane
Vice President, Finance and Administration
Chief Financial Officer, and Treasurer
Page 3 of 6
EXHIBIT 99
IDX News Release
IDX Systems Corporation
1400 Shelburne Road
P.O. Box 1070
Burlington, VT 05402-1070
Contacts:
IDX Systems Corporation Noonan/Russo Communications, Inc.
Debbie Drewniak, Investor Relations Heather Hennessy (Media) ext. 274
Tracey Moran, Public Relation Jessica Livingston (Investors) ext. 229
(802) 862-1022 (212) 696-4455
E-mail: [email protected]
FOR IMMEDIATE RELEASE
________________________________________________________________________
IDX SYSTEMS CORPORATION SIGNS DEFINITIVE AGREEMENT
OF MERGER WITH PHAMIS INC.
-Extends Product Offering to Acute Care Clinical Setting-
BURLINGTON, VT, - March 25, 1997 - IDX Systems Corporation (Nasdaq:IDXC)
announced today that it has entered into a definitive agreement of merger
with PHAMIS Inc.(Nasdaq:PHAM), a leading provider of acute care clinical
and hospital-based information solutions. The merger, which is subject to
regulatory and shareholder approval, will be accounted for as a pooling of
interests and is scheduled to close in the third quarter of 1997.
Under the terms of the agreement, which have been unanimously approved by
both Boards of Directors, PHAMIS Inc. stockholders will receive .73 shares
of IDX common stock for each share of PHAMIS Inc. common stock, subject to
adjustment within a range of .68 to .80 shares of IDX common stock, based
on the average market price per share of IDX. The impact of the
transaction is expected to be slightly accretive in 1997.
IDX believes the combined company, with proforma 1996 annual revenues of
approximately $207 million, will be the third largest, pure play
information systems vendor in the healthcare industry.
This merger is strategically important as it is expected to position
IDX to deliver a complete information systems solution to healthcare
delivery systems. IDX believes the combined
* more -
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IDX/PHAMIS Inc.-page 2
solution will enhance its competitive position, with a full product line
including both ambulatory and hospital products.
Richard E. Tarrant, president and chief executive officer of IDX, said,
"This merger will provide a distinctive software solution for the
healthcare market. The PHAMIS Inc. LASTWORD(tm) system provides the depth
of function required to manage the complex acute care setting with special
emphasis on the clinical process. IDX provides a robust set of
applications to support integrated delivery networks with a special
emphasis on ambulatory care. With this merger, IDX will be well positioned
to deliver proven funtionality across the continuum of care."
"The LASTWORD(tm) team will continue to deliver reliable, high performance
clinical systems and hospital-centric solutions," commented Frank T.
Sample, chief executive officer of PHAMIS Inc. "The merger will allow IDX
to leverage its existing customer base, opening up a new distribution
channel for the PHAMIS Inc. products. We applaud IDX's commitment to using
industry-leading technology to build, integrate and Internet-enable their
products." Mr. Sample will become executive vice president of IDX and,
once the new structure is in place, will be in charge of merger and
acquisition activity. Henry Tufo,M.D., will remain chief operating officer
of IDX. In addition, PHAMIS Inc. will have two seats on IDX's Board of
Directors.
PHAMIS Inc., with headquarters in Seattle, has customers which include
large to mid-size healthcare organizations. Among PHAMIS Inc.'s current
customer base are numerous multi-facility delivery networks as well as
large single facility hospitals and medical centers. PHAMIS Inc.'s
products include: LASTWORD(tm), an enterprise-wide, patient-centered
healthcare information system; Databreeze(tm), a physician network
management information system; and Enterprise-View(r), a high-level
decision support and clinical research tool.
Founded in 1969, IDX is a leading provider of healthcare information
systems to integrated delivery networks, including group practices, MSOs,
hospitals and health plans. IDX systems meet the multi-site, multi-function
needs of integrated delivery networks and have been selected by 76,000
physicians. IDX products are installed at more than 1,000 client sites
nationwide, including approximately 190 large physician group practices,
over 100 hospitals and a growing number of integrated delivery networks.
###
Alex. Brown & Sons Inc. and Bear, Stearns & Co. Inc. served as advisors
to IDX and PHAMIS Inc., respectively.
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IDX/PHAMIS Inc.-page 3
This press release includes a number of forward-looking statements which
reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are subject to
certain risks and uncertainties including those discussed below that
could cause actual results to differ materially from historical results
or those anticipated. Words such as "believes," "anticipates," "expects,"
"intends," and similar expressions are intended to identify forward-looking
statements. The forward-looking statements in this release are necessarily
subject to uncertainties based on various factors including whether closing
conditions to the acquisition of PHAMIS Inc. will be satisfied and the
acquisition consummated, the ability to successfully manage the integration
of the two companies, the success or lack or success in implementing the
various operational and financial processes of the Company and PHAMIS
Inc. in the merger, the volume and timing of systems sales and
installations, the length of sales cycles and the installation process,
seasonal patterns of sales and customer buying behavior, possible contract
and implementation postponements, undetected errors or bugs in software,
changes in product mix of revenues, changes in the level of operating
expenses, delays in revenue contributions from additional product
offerings, uncertainty of business development, the development by
competitors of new or superior technologies, the possible regulation
of the Company's software by the U.S. Food and Drug Administration,
general political 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. All of
the above factors are difficult for the Company to forecast, and can
materially adversely affect the Company's business and operating results
for one quarter or a series of quarters. There can be no assurance that
past performance will be repeated in future periods.
EDITOR'S NOTE: This press release is also available on the Internet
over the World Wide Web at http://www.idx.com and http://www.noonanrusso.com
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