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
Date of Report (Date of earliest event reported): February 13, 1998
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ORCA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Utah
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(State or other jurisdiction of incorporation or organization)
0-27390 87-0368236
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(Commission file number) (I.R.S. Employer Identification No.)
24000 35th Avenue, SE - Suite 200
Bothell, WA 98021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 354-1600
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
Monitrx, Inc. Acquisition.
On February 13, 1998, Monitrx Acquisition Corporation, a Utah corporation
("Buyer")and wholly owned subsidiary of the Company, signed an agreement to
acquire substantially all of the assets of Monitrx, Inc., a California
corporation (the "Seller"). Notwithstanding the agreement was signed on
February 13, 1998, the final conditions to the closing of the transaction were
completed on March 16, 1998. Monitrx Acquisition Corporation will change its
name to Monitrx, Inc., and the Seller will change its name to remove the word
"Monitrx."
In consideration for the Seller's assets, Buyer assumed substantially
all of the Seller's liabilities, and the Company issued 1,200,000 restricted
shares of the Company's Common Stock to the Seller.
Monitrx is engaged in the business of developing, marketing and providing
services relating to a system of proprietary products intended to assist
health care providers automate the process of defining, providing, documenting
and analyzing care provider operations. Buyer will continue the business of
Monitrx under the Monitrx name. Monitrx was formed by Norman Plummer, Robert
Masuda and Anthony Begando. Mr. Plummer and Mr. Begando are employed by the
Company to manage the Monitrx business following the acquisition.
ITEM 7. Financial Statements and Exhibits
B. Exhibits
The following are filed as exhibits to this Current Report:
99.1 Press Release dated February 27, 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.
ORCA TECHNOLOGIES, INC.
By: /s/ Roger P. Vallo
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Roger P. Vallo
Chief Executive Officer and
President
(Principal Financial Officer)
Date: March 23, 1998
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated February 27, 1998
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NEWS RELEASE
For: ORCA TECHNOLOGIES, INC.
24000 35TH Street S.E., Suite 200
Bothell, WA 98021
Company Contact: Roger Vallo, Chairman
Phone (425) 354-1600
OTC Symbol: "ORCA"
FOR IMMEDIATE RELEASE
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ORCA Technologies Acquires Monitrx, Inc.
BOTHELL, WASHINGTON - February 27, 1998 - ORCA Technologies Inc. (OTC:
ORCA) has acquired Larkspur, California based Monitrx, Inc., an emerging
healthcare software and services company.
As reported today by ORCA President and Chief Executive Officer, Roger P.
Vallo, "the acquisition is characterized as an "asset purchase," in exchange
for restricted ORCA common stock and the assumption of certain liabilities.
The total transaction is valued in excess of $4,500,000.
The founders of Monitrx are recognized pioneers that have developed the
Company's products under industry conditions and refined them to a high level
of efficiency. As part of ORCA, Monitrx will continue to develop and market
advanced network-based software products, the first of which will target the
home healthcare industry.
Industry statistics show that the home health care market is the fastest
growing segment of the US health care industry. In 1998, this market is
forecast to yield approximately 400 million patient visits and to continue
growing at an approximate rate of 20-22 percent annually through 2000. "This
growth," reports Vallo, "is fueled by the fact that home health care, in most
instances, is much more cost effective than care provided in an institutional
setting, and additionally, by the fact that the U.S. population is aging,
requiring more of this type of care.
"We see the Monitrx acquisition as an exciting opportunity, based
partially on the fact that the home health care segment has been one of the
least automated areas of the health care industry," Vallo explains. "New
government cost cutting mandates within the 'Prospective Payment System,' will
force home health care providers into a new reimbursement system that may
necessitate driving as much as 25-30 percent out of current operating cost
structures. These mandatory cost reduction measures must be undertaken while
assuring consistent and measurable quality of patient care," according to
Vallo.
"The products developed by Monitrx provide the home healthcare
marketplace with real solutions for the immediate business problems that face
the market today. Their patented technologies were developed in order to
deliver focused clinical and operational information to field-based care
providers, operational managers, case managers, and administrators. Not only
has Monitrx developed what is arguably one of the most open, scaleable, and
extensible technical architectures in healthcare information technology, they
have really done a superb job in presenting applications to their user base
through simple-to-use, clinically intuitive user interfaces. Furthermore,
Monitrx is in the process of developing powerful browser-based integration
applications for physicians, payers, and other coordinating agencies that will
fully leverage ORCA's existing and expanding network infrastructure," states
Vallo.
ORCA Technologies, which has headquarters in Bothell, a Seattle suburb, is a
two-year-old acquisition oriented, network and software applications solution
provider.
NOTE: This release, other than historical information, consists of forward-
looking statements that involve risks and uncertainties such as potential
delays due to product development, market acceptance of new technologies and
related products, acceptance of Monitrx technology in other industries,
integration of the business of Monitrx into the existing business of ORCA and
competitive pressures. Readers are referred to the documents filed by ORCA
with the SEC, specifically the most recent reports on forms 10-QSB and 10-KSB,
that identify important risk factors which could cause actual results to
differ materially from those contained in the forward-looking statements. ORCA
and its subsidiaries disclaim any intent or obligation to update these
forward-looking statements.
