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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: February 15, 2000
LanVision Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28132 31-1455414
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4700 Duke Drive, Suite 170, Mason, Ohio 45040-9374
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(Address of principal executive offices)
Registrant's telephone number, including area code (513) 459-5000
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Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 3. Bankruptcy or Receivership.
Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events.
On November 24, 1999, pursuant to an oral hearing held on November 18,
1999, the Nasdaq Listing Qualifications panel determined to transfer
the listing of LanVision Systems, Inc. to The Nasdaq SmallCap Market
pursuant to an exception to the bid price and net tangible asset
requirements. The exception required the Company to evidence a minimum
of $3,200,000 in net tangible assets as of January 31, 2000. In
addition, on or before February 15, 2000, the Company must make a
public filing with the Securities and Exchange Commission and Nasdaq
evidencing a minimum of $3,200,000 in net tangible assets. The filing
must contain a balance sheet no older than 45 days, including pro forma
adjustments for any significant events or transactions occurring on or
before the filing date. Accordingly, attached as exhibit 99 is the
Unaudited Condensed Consolidated Pro Forma Balance Sheet of LanVision
Systems, Inc. as of January 31, 2000. The Unaudited Condensed
Consolidated Pro Forma Balance Sheet reflects approximately $3,700,000
in net tangible assets.
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The accompanying Unaudited Condensed Consolidated Pro Forma Balance
Sheet has been prepared by the Company without audit, in accordance
with generally accepted accounting principles for interim financial
information, pursuant to the rules and regulations applicable to
quarterly reports on Form 10-Q of the Securities and Exchange
Commission. Accordingly, it does not include all of the information and
footnotes required by generally accepted accounting principles for a
complete Balance Sheet presentation. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the Unaudited Condensed
Consolidated Pro Forma Balance Sheet have been included. This Unaudited
Condensed Consolidated Pro Forma Balance Sheet should be read in
conjunction with the financial statements and notes thereto included in
the LanVision Systems, Inc., fiscal year 1998, Annual Report on Form
10-K, Commission File Number 0-28132
A summary of the Company's significant accounting policies is presented
beginning on page 21 of its 1998 Annual Report to Stockholders. Users
of financial information for interim periods are encouraged to refer to
the footnotes contained in the Annual Report to Stockholders when
reviewing interim financial results. There has been no material change
in the accounting policies followed by the Company during fiscal 1999.
"Safe Harbor" statement under the Private Securities Litigation Reform
Act of 1995:
Statements made by LanVision that are not historical facts are forward
looking statements that are subject to risks and uncertainties.
LanVision's future financial performance could differ materially from
expectations of management and from results reported now or in the
past. Factors that could cause LanVision's financial performance to so
differ include, but are not limited to, the impact of competitive
products and pricing, product development, reliance on strategic
alliances, availability of products procured from third party vendors,
the healthcare regulatory environment, fluctuations in operating
results, and other risks detailed from time to time in LanVision's
filings with the U.S. Securities and Exchange commission.
Item 6. Resignations of Registrant's Directors.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
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99 Unaudited Condensed Consolidated Pro
Forma Balance Sheet as of January 31,
2000 of LanVision Systems, Inc.
Item 8. Change in Fiscal Year
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
LanVision Systems, Inc.
Date: February 15, 2000 By: /s/ J. Brian Patsy
J. Brian Patsy
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
99 Unaudited Condensed Consolidated Pro Forma
Balance Sheet as of January 31, 2000 of LanVision
Systems, Inc.
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Exhibit 99
LANVISION SYSTEMS, INC.
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
As of January 31, 2000
Assets
UNAUDITED
<TABLE>
<CAPTION>
Current assets: Pro Forma Entries Pro Forma Balances
<S> <C> <C> <C>
Cash and cash equivalents $ 5,411,920 2,949,815 8,361,735
Accounts receivable, net of allowance for
doubtful accounts of $385,000 3,936,326 (900,000) 3,036,326
Unbilled receivables 986,323 986,323
Note receivable -- 900,000 900,000
Other 465,190 (49,815) 415,375
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Total current assets 10,799,759 2,900,000 13,699,759
Property and equipment:
Computer equipment 4,423,753 (1,755,957) 2,667,796
Computer software 659,993 (156,480) 503,513
Office furniture, fixtures and equipment 1,379,043 (78,785) 1,300,258
Leasehold improvements 648,230 (507,034) 141,196
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7,111,019 (2,498,256) 4,612,763
Accumulated depreciation and amortization (4,478,444) 1,074,795 (3,403,649)
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2,632,575 (1,423,461) 1,209,114
Capitalized software development costs, net of
accumulated amortization of $1,100,228 869,701 -- 869,701
Other 293,084 -- 293,084
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$ 14,595,119 1,476,539 16,071,658
=================================================
</TABLE>
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Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity
UNAUDITED
<TABLE>
<CAPTION>
Current liabilities: Pro Forma Entries Pro Forma Balances
<S> <C> <C> <C>
Accounts payable $ 666,646 666,646
Accrued compensation 433,046 433,046
Accrued other expenses 2,283,080 87,000 2,370,080
Deferred revenues 1,539,596 1,539,596
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Total current liabilities 4,922,368 87,000 5,009,368
Long-term debt 6,000,000 6,000,000
Long-term accrued interest 1,331,289 1,331,289
Convertible redeemable preferred stock,
$.01 par value per Share, 5,000,000
shares authorized -- --
Stockholders' equity:
Common stock, $.01 par value per share,
25,000,000 shares authorized, 8,896,500
shares issued 88,965 88,965
Capital in excess of par value 35,003,931 35,003,931
Treasury stock, at cost, 58,467 shares (277,921) (277,921)
Accumulated (deficit) (32,473,513) 1,389,539 (31,083,974)
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Total stockholders' equity 2,341,462 1,389,539 3,731,001
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$ 14,595,119 1,476,539 16,071,658
===================================================
</TABLE>
Notes:
On January 20, 2000, the Company entered into an Asset Purchase Agreement ("The
Agreement") to sell its Virtual Healthware Services division's centralized data
center. Under the terms of The Agreement, the buyer agreed to pay LanVision
$2,900,000 and assume certain liabilities. The transaction closed on February
11, 2000. The Company received $2,000,000 at the time of the closing and a
$900,000 promissory note from the buyer, which is payable in twelve equal
monthly installments beginning March 1, 2000. During the first quarter of Fiscal
2000, the Company will record an approximately $1,400,000 gain on the sale.
Simultaneous with the sale, the Company entered into a services agreement with
the buyer. Under the terms of this service agreement, in exchange for processing
fees, the Company can use the data center to provide outsourcing services to
LanVision customers.
In connection with the above sale, the Company's lender amended the loan
agreement to require, among other new covenants, that the Company maintain a
minimum cash and investments balance of $4,400,000, increasing to $5,300,000 as
the $900,000 note receivable is collected from the purchaser of the data center.
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Included in the above Accounts Receivable is $1,800,000 due from one of the
Company's customers. Approximately $900,000 was paid prior to the filing of the
above Unaudited Condensed Consolidated Pro Forma Balance Sheet and has been
included in the pro forma entries.
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