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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: March 4, 1999
Date of earliest event reported: February 21, 1999
OACIS HEALTHCARE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-28170 04-3229774
(Commission File No.) (IRS Employer Identification No.)
1101 FIFTH AVENUE, SUITE 200
SAN RAFAEL, CALIFORNIA 94901
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 482-4400
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ITEM 5. OTHER EVENTS.
Oacis Healthcare Holdings Corp. (the "Company") announced on February
22, 1999 that it has entered into an agreement and plan of merger (the "Merger
Agreement") with Science Applications International Corporation ("SAIC") as of
February 21, 1999 whereby SAIC, through a wholly-owned acquisition subsidiary,
will purchase up to all of the shares of common stock of the Company in a cash
tender offer. In separate agreements, certain stockholders of the Company have
agreed with SAIC to tender their shares of the Company common stock into the
tender offer and otherwise to support the transaction with SAIC. These
stockholders own approximately 47% of the outstanding Company common stock on a
fully diluted basis.
On February 26, 1999, SAIC commenced a tender offer for up to all of the
shares of Company common stock for $4.45 per share in cash. The offer is
conditioned on the tender of a majority of the outstanding shares of Company
common stock, the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of
legal or governmental proceedings that would prevent completion of the offer or
otherwise have a material adverse effect on the Company and certain other
conditions. Upon a successful completion of the tender offer, SAIC will
consummate a merger between its acquisition subsidiary and the Company in which
the remaining shares of Company common stock (other than dissenting shares) will
be acquired in exchange for a cash payment of $4.45 per share. If less than 90%
of the shares are tendered to SAIC, the merger will be subject to approval by
the Company's stockholders.
SAIC is the nation's largest employee-owned research and engineering
company, providing information technology and systems integration products and
services to government and commercial customers. SAIC scientists and engineers
work to solve complex technical problems in telecommunications, national
security, health care, transportation, energy and the environment. SAIC's Health
Care Technology Sector provides comprehensive information technology services to
a variety of integrated health care industry leaders.
Oacis Healthcare Holdings Corp. is a leading supplier of flexible, open
architecture clinical information systems. The Oacis Healthcare Network product
suite includes a data repository at its core, an integration engine that manages
the exchange of data among disparate systems, and an enterprise member/patient
index that consolidates and eliminates duplicate records across the entire
enterprise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. None.
b. None.
c. EXHIBITS
99.1 Press release dated February 22, 1999.
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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.
OACIS HEALTHCARE HOLDINGS CORP.
Dated: March 4, 1999 By: /s/ Stephen F. Ghiglieri
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Stephen F. Ghiglieri
Chief Financial Officer
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EXHIBIT 99.1
COMPANY CONTACT: SAIC CONTACT:
Stephen Ghiglieri, Chief Financial Officer Jane Van Ryan,
Angela Daniello ph. (703) 734-4097
Marketing Communications
ph. (415) 482-4400
[LETTERHEAD OF OACIS HEALTHCARE HOLDINGS CORP.]
FOR IMMEDIATE RELEASE
OACIS HEALTHCARE AND SAIC TO MERGE
SAN RAFAEL, CA., February 22, 1999 - Oacis Healthcare Holdings Corp. (Nasdaq:
OCIS), a leading provider of open architecture clinical information systems,
announced it has entered into a merger agreement with Science Applications
International Corporation (SAIC) the largest employee-owned research and
engineering company in the nation. Oacis will become part of SAIC's Healthcare
Technology Sector which today provides system integration, consulting and custom
development services to the healthcare industry.
A wholly owned subsidiary of SAIC will promptly commence a tender offer to
acquire all of the outstanding shares of Oacis for $4.45 per share in cash,
representing an aggregate purchase price of approximately $53 million. Oacis'
board of directors has unanimously approved the acquisition and will recommend
that stockholders approve the acquisition and tender their shares into the
tender offer. In addition, certain Oacis institutional stockholders owning
approximately 48 percent (on a fully-diluted basis) of Oacis' outstanding shares
have agreed to tender their shares into the offer.
Completion of the transaction is subject to certain conditions, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Following the
successful completion of the tender offer, all of the remaining shares of Oacis
will be acquired pursuant to a merger at the same price offered in the tender
offer. It is expected that, after completing the merger, Oacis will operate as a
wholly owned subsidiary of SAIC, reporting to SAIC's Health Solutions Group.
"This represents a significant step in Oacis' continuing mission to become the
definitive leader in the enterprise-wide clinical information systems market",
said Jim McCord, Chairman and CEO of Oacis. "We've enjoyed a strong relationship
with SAIC in serving mutual customers, and we look forward to joining the SAIC
Health Solutions team to bring increased value to current and future customers.
SAIC's leadership in helping healthcare enterprises meet their information
technology (IT) challenges offers us an expanded set of potential customers.
SAIC's over 10 years sustained track record of providing systems integration
services to leading healthcare entities is a critical success factor as
consolidation in the industry continues. The acquisition will leave Oacis intact
and will give us greater resources to pursue our business strategies while
benefiting from the scale and market presence that a multi-billion dollar
technology innovator like SAIC can provide."
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"Oacis brings to SAIC the key components desired by many large integrated
healthcare delivery systems such as an open, standards-based software solution
for enterprise integration," said Tracy Trent, Senior Vice President and Group
Manager of SAIC Health Solutions Group. "Oacis' expertise as a technology
software leader is clearly demonstrated by its knowledge-based clinical
applications and its position in the marketplace as a leading supplier of
large-scale electronic medical record systems. Oacis has the unique capability
of consolidating technologies and functions around a robust and flexible
clinical data repository - along with a highly efficient transaction processing
infrastructure. These are proven advantages for clinicians who want easy access
to patient records and also need to act on reliable patient information at the
point of care."
OACIS CHRONOLOGY
As an innovative healthcare technology leader, Oacis was instrumental in
launching the "Health Level Seven" communication standard (HL7) in 1987. Today
HL7 is the de facto worldwide communication standard that links disparate
information systems with each other. This "best of class" approach enables
healthcare provider networks to implement the most technically advanced,
function rich information solutions while preserving their investment in legacy
applications. Recently, Oacis has been focused on developing innovative
functionality for the caregiver and to evolving its multi-tier, scaleable
architecture to accommodate the growing needs of large provider networks.
OACIS TODAY
Oacis Healthcare Holdings Corp. is a leading supplier of flexible, open
architecture clinical information systems. The Oacis Healthcare Network product
suite includes a data repository at its core, an integration engine that manages
the exchange of data among disparate systems, and an enterprise member/patient
index that consolidates and eliminates duplicate records across the entire
enterprise. The Oacis Clinical Care product suite facilitates the input and
delivery of information at the point of care. Through an industry exclusive,
user interface design, care providers can perform rapid and thorough decision
support anytime, anywhere - across broad populations of patients. Electronic
ordering and documenting through the Oacis Clinical Care suite enables
clinicians to improve patient outcomes across the care continuum.
Oacis revenues for fiscal year ending 12/31/98 were $27.5 million. The company
has approximately 180 employees and a customer base of 50 leading healthcare
delivery organizations worldwide. Oacis will operate as a wholly owned
subsidiary of SAIC and its management team and employee base is expected to
remain substantially intact. Please find Oacis at http://www.oacis.com.
ABOUT SAIC
SAIC's Health Care Technology Sector has annual revenues of $400 million, and
more than 2,200 employees, including many health care professionals. The sector
provides comprehensive information technology services to a variety of
integrated health care industry leaders.
SAIC is the nation's largest employee-owned research and engineering company,
providing information technology and systems integration products and services
to government and commercial customers. SAIC scientists and engineers work to
solve complex technical problems
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in telecommunications, national security, health care, transportation, energy
and the environment. With estimated annual revenues in excess of $4 billion,
SAIC and its subsidiaries, including Bellcore, have more than 34,000 employees
at offices in more than 150 cities worldwide. More information about SAIC can be
found on the Internet at www.saic.com.
FORWARD-LOOKING INFORMATION
This press release contains certain forward-looking statements which involve
risks and uncertainties such as statements of the Company's plans, objectives,
expectations and intentions. The Company's actual results could differ as a
result of a variety of factors, including continued consolidation and
uncertainty in the healthcare market which, in the near term, can have the
effect of delaying decisions to buy the types of systems the Company sells; the
Company's dependence on the emerging market for integrated delivery systems, the
rate of the formation of which can affect the Company's sales opportunities; the
Company's dependence on the Oacis System for the majority of its revenues and
the rate of market acceptance of the Oacis System and related services; the
continued long sales and installation cycles which result from a number of
factors; possible implications of Year 2000; increasing reliance on
international sales opportunities as well as reliance on international
distributors to achieve such sales; the need to manage changing operations;
dependence on key personnel and the need to attract and retain highly qualified
personnel in very competitive markets; and regulatory approvals and other
conditions that must be satisfied in order to complete the merger. These factors
and others are described in more detail in the Company's 1998 Form 10-Q filed
with the Securities and Exchange Commission on November 16, 1998.
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FOR MORE INFORMATION ON OACIS VIA FAX AT NO COST, DIAL
1-800-PRO-INFO, TICKER SYMBOL OCIS.
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