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
SEPTEMBER 16, 1998
(Date of Report)
SEPTEMBER 11, 1998
(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 5
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ITEM 5. OTHER EVENTS
On September 11, 1998, the Company entered into an Agreement and Plan of
Merger ("Agreement") with EDiX Corporation ("EDiX"), a provider of medical
transcription services to hospitals and large physician group practices. The
merger, which has been approved by the Board of Directors of each company, is
subject to regulatory and EDiX shareholder approval. The Agreement provides for
the shareholders and optionholders of EDiX to receive an aggregate of between
approximately 415,000 and 498,000 shares of IDX common stock, based on the
average closing sale price of IDX's common stock on the five consecutive trading
days ending three business days prior to the closing, subject to the downward
adjustment in the event of certain contingencies. Based on the closing price of
the IDX common stock on September 10, 1998, the transaction is valued at
approximately $20.0 million, plus the assumption of EDiX debt. In addition, IDX
has agreed to loan EDiX up to $5.0 million, subject to certain conditions, to
finance EDiX working capital requirements prior to the closing. 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.
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EXHIBIT NO. DESCRIPTION PAGE
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99 IDX News Release dated 4
September 11, 1998
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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: September 16, 1998 /s/ John A. Kane
__________________________________________
John A. Kane
Vice President, Finance and Administration
Chief Financial Officer, and Treasurer
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EXHIBIT 99
IDX NEWS RELEASE
FOR IMMEDIATE RELEASE
IDX SYSTEMS CORPORATION CONTACT:
1400 Shelburne Road Attn: Debbie Drewniak, Investor Relations
P.O. Box 1070 Tracey Moran, Corporate Communications
Burlington, VT 05402-1070 Phone: (802) 862-1022
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IDX SYSTEMS CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EDIX
BURLINGTON, VT, September 11, 1998 -- IDX Systems Corporation (Nasdaq: IDXC)
today announced that it has signed a definitive agreement to acquire EDiX
Corporation of San Diego, CA. EDiX provides complete medical transcription
outsourcing services to hospital and large physician group practices. With this
acquisition, IDX continues its strategy to add technology-based services to its
solution offerings. The acquisition, which is subject to regulatory and EDiX
shareholder approval and satisfaction of other closing conditions, will be
accounted for as a pooling of interests and is scheduled to close in the first
quarter of 1999.
The terms of the agreement have been unanimously approved by both boards of
directors and call for the shareholders and optionholders of EDiX to receive an
aggregate of between approximately 415,000 and 498,000 shares of IDX common
stock, based on the average closing sale price of IDX's common stock on the five
consecutive trading days and ending three business days prior to the closing,
subject to the downward adjustment in the event of certain contingencies. Based
on the closing price of the IDX common stock on September 10, 1998, the
transaction is valued at approximately $20.0 million, plus the assumption of
EDiX debt. In addition, IDX has agreed to loan EDiX up to $5.0 million, subject
to certain conditions, to fund EDiX operations prior to the closing. The
transaction is expected to be slightly accretive to earnings in 1999. After the
transaction is complete, it is anticipated that the EDiX organization will
operate as EDiX, a division of IDX Systems Corporation.
According to Richard E. Tarrant, IDX president and chief executive officer, "We
believe transcription data will become a vital component of computer-based
patient records, such as the IDXtendR LastWord(R) and Clinical Management
System, and that combining transcription data with data from IDX information
systems will place our customers in a better position to provide coordinated
care. In addition, we believe the evolution of technology supporting the
transcription process can provide an efficient method to capture logically
structured clinical information for meeting healthcare regulatory requirements.
We believe EDiX transcription services will be an excellent foundation for
documenting care to support our customers' regulatory compliance strategies."
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According to Gene Barduson, EDiX chief executive officer, "We believe there will
be a growing demand for outsourced medical transcription services, and we expect
continued healthcare economic pressures, growing regulatory compliance issues,
shortages of regional transcription resources, and advances in web and voice
recognition technology to contribute to the increase. Our technology solution
for medical transcription will position IDX to offer another innovative solution
to meet the increasingly complex demands in healthcare delivery. We believe the
EDiX private national network, in combination with our workflow management
technology, will bring IDX an industry edge in the physician services market."
Founded in 1969, IDX Systems Corporation provides complete healthcare
information solutions for integrated delivery networks , including group
practices, MSOs, and hospitals. To connect systems and sites across the
enterprise, IDX offers the IDXtendR @ the Site Series--products and services
designed to align physicians and hospitals, streamline patient flow, enhance
quality, and reduce costs. IDX is the company of choice at more than 1,600
customer sites nationwide.
This press release contains forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the expected
consummation of the transaction with EDiX and the future benefits IDX expects to
derive as a result of the transaction. Among the important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are the satisfaction of various closing conditions,
including receipt of regulatory approval, volume and timing of systems sales and
installations, length of sales cycles and installation process, seasonal
patterns of sales and customer buying behaviors, procurement, development and
implementation of year 2000 ready products for internal use, procurement,
development and implementation of year 2000 ready solutions for customers, the
potential disruption of customer's purchasing plans due to work on their own
year 2000 problems, development by competitors of new or superior technologies,
delays in product development, undetected errors or bugs in software, product
liability, changing economic, political and regulatory influences on the
healthcare industry, changes in product pricing policies, competitive pressures,
possible regulation of the Company's software by the U.S. Food and Drug
Administration, 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, which important factors are
incorporated herein by reference.
THIS RELEASE IS ALSO AVAILABLE ON THE WORLD WIDE WEB AT WWW.IDX.COM
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