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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 9, 1997
DAOU SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22073 330284454
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(Commission File Number) (IRS Employer Identification No.)
5120 Shoreham Place, San Diego, California 92122
(Address of principal executive offices, including zip code)
(619) 452-2221
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The registrant incorporates by reference herein the press release dated
July 9, 1997, attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Exhibit 99
Press Release dated July 9, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 9, 1997 DAOU SYSTEMS, INC.
By:/s/DANIEL J. DAOU
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Daniel J. Daou, President
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CONTACT:
Craig K. Collins
DAOU Systems, Inc.
(619) 646-2857
[email protected]
WWW.DAOU.COM
DAOU SYSTEMS MERGES WITH INTEGREX SYSTEMS CORP.
SAN DIEGO, July 9, 1997 -- DAOU Systems, Inc. (Nasdaq: DAOU) announced
today that it had entered into a merger agreement with INTEGREX Systems Corp.,
an Alexandria, Va.-based healthcare network technology and telecommunications
firm.
Under the terms of the agreement, DAOU will issue 700,000 new shares of
common stock. The equity value of the acquisition is approximately $11.4
million, based on the exchange terms and will be accounted for as a pooling of
interests. Completion of the merger is anticipated within two days, after which
INTEGREX will become a wholly owned subsidiary of DAOU.
As a result of the transaction, DAOU will bolster its presence in the East,
complementing its West Coast headquarters. The company will gain expertise and
core competency in voice and video networks, which are proving to be important
new technologies for healthcare organizations. DAOU will broaden its line of
services to feature a full offering of voice, video and data networking,
including network design, implementation, management, and desktop operations.
And with INTEGREX's primarily healthcare focus, DAOU will strengthen its
position in the vertical healthcare market.
"We view this as an outstanding opportunity for our clients," said Daniel
Daou, President of DAOU Systems. "There is significant synergy between the two
companies. Our organizations are very much alike in technical expertise,
healthcare market focus, and core services. However, we're also different in
that DAOU provides primarily data networks, while INTEGREX specializes in voice
and video networks. We believe that the healthcare market is positioned to begin
adopting asynchronous transfer mode technology, and we intend to be there to
offer a full complement of voice, video and data services. On a financial note,
apart from transaction costs, we believe the merger will be accretive to our
earnings per share by the third quarter of 1997."
Kirby Farrell, President and Chief Executive Officer of INTEGREX Systems
Corp., said,
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"This merger is an outstanding opportunity for our firm. Over the past 10 years,
DAOU has established itself as a healthcare networking leader, and together we
solidify that position. In addition, DAOU will be positioned to meet the demand
within healthcare to transmit voice, video and data across the network."
Following the merger, Farrell will serve as Vice President in charge of
DAOU's Telecommunications Consulting Services group. No layoffs are expected as
the result of the transaction.
The combined company will operate six regional offices from its San Diego
headquarters, employ a staff of over 200 and will have provided services to more
than 400 healthcare organizations throughout the U.S.
INTEGREX Systems Corp. provides advanced network design, integration and
consulting support services to leading healthcare organizations. The firm has
annualized revenues of $6 million (based on the financial performance from the
first five months of 1997). Clients include Saint Barnabas Health System,
Medlantic Healthcare, Inc., University of Pennsylvania Health System, and Helix
Health System.
Founded in 1987, San Diego-based DAOU Systems, Inc. designs, implements,
and manages computer networks and desktop operations for the healthcare
industry. The company also offers outsourcing, Internet, and network monitoring
solutions. DAOU's clients include such organizations as Centura Health, Lutheran
Healthcare Systems, Mercy Health Services, Harris Methodist Health System, and
Catholic Medical Center of Brooklyn and Queens.
Statements in this press release concerning DAOU Systems' and INTEGREX's
separate or combined business outlook or future economic performances, revenues,
or other financial items, anticipated synergies and product or service line
growth, together with other statements that are not historical facts, are
forward-looking statements. Any such statements are only predictions, reflecting
the best judgment of DAOU Systems and INTEGREX Systems based upon currently
available information and involve numerous risks and uncertainties that could
cause actual results to differ materially from those stated in such statements.
Such factors include the company and industry risks described in DAOU's SEC
filings and the risks associated with acquisitions generally, including
difficulties in the assimilation of the operations and personnel of an acquired
business, the diversion of management's attention from other business concerns,
risks of entering markets in which DAOU
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has limited direct prior experience, and the potential loss of key employees of
an acquired business. The forward-looking statements contained in this press
release or in other public statements of DAOU Systems and INTEGREX should be
considered in light of those factors.
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