<PAGE> 1
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): October 29, 1998
-------------------------------
TRANSITION SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-28182 04-2887598
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
ONE BOSTON PLACE, BOSTON, MASSACHUSETTS 02108
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 723-4222
-----------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 29, 1998, Transition Systems, Inc. (the "Company") issued a
press release announcing that it had signed a definitive agreement to be
acquired by Eclipsys Corporation. The press release also disclosed that the
Company had signed a definitive agreement to complete its acquisition of
HealthVISION, Inc. Finally, the press release contained certain information
concerning the Company's estimated revenues and earnings per share for the three
months ended September 30, 1998. A copy of the press release is filed as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
------ -----------
99.1 Press release of Transition Systems, Inc. issued
October 29, 1998
<PAGE> 3
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.
TRANSITION SYSTEMS, INC.
Date: October 29, 1998 By: /s/ Paula J. Malzone
-------------------------------------
Paula J. Malzone
Chief Financial Officer and Treasurer
<PAGE> 4
EXHIBIT INDEX
Page Number in
Sequentially
Exhibit Numbered Copy
Number Description -------------
------ -----------
99.1 Press release of Transition Systems, Inc.
issued October 29, 1998
<PAGE> 1
Exhibit 99.1
Contact:
Transition Systems, Inc.:
Randy L. Thomas, Vice President, Corporate Marketing (media)
(617) 723-4222 * [email protected]
Paula J. Malzone, CFO and Treasurer (investors)
(617) 305-5292 * [email protected]
Eclipsys Corporation:
Stephanie P. Massengill, Corporate Development & Communications (media)
(561) 243-1457 * [email protected]
Bob Vanaria, CFO (investors)
(561) 243-2324 * [email protected]
TRANSITION SYSTEMS SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED
BY ECLIPSYS CORPORATION
BOSTON, MA --- OCT. 29, 1998 --- Transition Systems, Inc. (TSI, Nasdaq:TSIX), a
leading provider of healthcare outcomes-enhancement software and services, has
signed a definitive agreement to be acquired by Eclipsys Corporation
(Nasdaq:ECLP), a leading provider of outcomes-focused healthcare information
technology solutions.
Separately, TSI announced that it had signed a definitive agreement to
complete its acquisition of HealthVISION, Inc. of Santa Rosa, CA. HealthVISION
is a leading developer of new integrated but separable clinical modules.
CareVISION, HealthVISION's electronic medical record product offering, employs
leading edge distributed processing technology to provide solutions ideally
suited for large scale integrated delivery networks. TSI and HealthVISION have
been actively developing the integration of CareVISION components with the
newest TSI product offering - Transition IV. The purchase price will consist of
$25.6 million dollars in cash, plus an earn-out of up to $10.75 million if
specified financial milestones are met.
Under the terms of the Eclipsys merger agreement, each share of TSI's
common stock will be converted into .525 shares of Eclipsys' common stock, at a
fixed exchange ratio with no collar. Based on Eclipsys' closing price yesterday
of $25 7/8, the transaction is valued at approximately $270 million. The
acquisition, which is subject to regulatory as well as TSI and Eclipsys
stockholder approval, will be accounted for as a pooling of interests and is
anticipated to close during the first quarter of 1999. TSI President and CEO
Robert F. Raco and TSI Director Patrick T. Hackett will join the Eclipsys Board
of Directors, subject to Eclipsys shareholder approval, upon closing of the
transaction. BT Alex. Brown Incorporated acted as financial advisor to TSI.
<PAGE> 2
Bob Raco, TSI President and CEO, stated that "We and the HealthVISION team
are excited to become a part of Eclipsys. Eclipsys continues to expand its
presence as an HIT industry leader committed to helping customers improve
outcomes. The companies and product lines are an excellent complement to one
another. We look forward to bringing the benefits of our combined organizations
to our TSI and HealthVISION customers and continuing to support their needs now
and into the future."
Eclipsys President and CEO Harvey J. Wilson stated, "The acquisition of
Transition Systems will enable Eclipsys to build on our accomplishments to date
as 'The Outcomes Company(TM)' and take a dramatic leap forward in helping our
customers balance and improve their integrated clinical, financial and
customer-satisfaction outcomes. TSI has a well-deserved reputation in our
industry as the leading provider of management information products, and its
acquisition will strongly complement the Eclipsys product line." The
HealthVISION clinical modules will be embedded in and inter-operate with
Eclipsys' Sunrise(TM) clinical suite.
TSI also commented that based on a preliminary analysis of results for the
fourth quarter ending September 30, 1998, it expects revenues for the quarter to
be between $9.5 million and $10.5 million, and earnings for the quarter to be
between $0.07 and $0.09 per share; however, no assurance can be given as to the
actual results. TSI anticipates announcing definitive results in the third week
of November, 1998.
Transition Systems, Inc., based in Boston, provides leading-edge management
information technology to hospitals, integrated health networks, physician
groups, HMOs and other healthcare organizations. Spanning the information needs
of today's healthcare enterprise, TSI offers data-integration services that
deliver information to the point of decision in real time, enterprise master
person identifier solutions (EMPI), disease-management products and a clinical
data repository, as well as integrated financial clinical and
patient-satisfaction decision support. More than 1,000 healthcare organizations
in the United States and abroad use TSI's software to improve the clinical and
financial performance of their organization.
Eclipsys Corporation is a Delray Beach, FL-based healthcare
information-technology company providing integrated information software and
service solutions to the healthcare industry, partnering with its customers to
help them improve clinical, administrative and financial outcomes. The company's
new Sunrise(TM) product line is a multi-tiered, browser-enabled suite of
rules-oriented applications that provide real-time clinical decision support and
emphasize direct physician order entry. Sunrise also supports managed care and
multi-entity processing for IHN integrated combined business offices (CBOs).
Products can be purchased in combination to provide an enterprise-wide solution
or individually to address specific needs. Eclipsys also provides a wide range
of outsourcing, remote processing and networking services to meet the
information-technology needs of its customers.
For more information, contact TSI at [email protected], (617) 723-4222 or
Eclipsys at [email protected], (561) 266-2324.
<PAGE> 3
Statements in this news release concerning future results, performance or
expectations are forward-looking statements. Because such statements involve
risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements.
