As filed with the Securities and Exchange Commission on March 18, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
Oacis Healthcare Holdings Corp.
(Name of Subject Company)
Science Applications International Corporation
Oscar Acquisition Corporation
a direct wholly-owned subsidiary of
Science Applications International Corporation
(Bidders)
Common Stock, Par Value $0.01 per Share
(Title of Class of Securities)
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00175167107510
(CUSIP Number)
William A. Roper, Jr.
Chief Financial Officer
Science Applications International Corporation
1241 Cave Street
La Jolla, CA 92037
(619) 535-7711
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
David L. Caplan
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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CUSIP No. 00175167107510
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Science Applications International Corporation
95-3630868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON
HC, CO
CUSIP No. 00175167107510
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Oscar Acquisition Corporation
Awaiting tax identification number
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON
CO
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities
and Exchange Commission (the "Commission") on February 26, 1999 by Oscar
Acquisition Corporation, a Delaware corporation ("Purchaser"), and Science
Applications International Corporation, a Delaware corporation ("Parent"), as
amended by Amendment No. 1 filed with the Commission on March 11, 1999 and
Amendment No. 2 filed with the Commission on March 18, 1999, relating to the
offer by Purchaser to purchase all of the issued and outstanding shares of
Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare
Holdings Corp. at $4.45 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 26, 1999 and in the related Letter of Transmittal,
copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 14D-1. This Amendment No. 3 is being filed on behalf of the
Purchaser and Parent.
All capitalized terms used in this Amendment No. 3 without definition
have the meanings attributed to them in the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following exhibit:
(a)(9) Text of joint press release issued by Parent and Oacis Healthcare
Holdings Corp. dated March 18, 1999
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 19, 1999 Oscar Acquisition Corporation
By: /s/ W.A. Roper
---------------------------------
Name: William A. Roper, Jr.
Title: Chief Financial Officer
Science Applications International
Corporation
By: /s/ Douglas E. Scott
---------------------------------
Name: Douglas E. Scott
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99(a)(9) Text of joint press release issued by Parent and Oacis Healthcare
Holdings Corp. dated March 18, 1999
Exhibit 99(a)(9)
FOR IMMEDIATE RELEASE
Contact: Jane Van Ryan, SAIC Stephen Ghiglieri, Oacis
703/734-4097 415/482-4400
SAIC, OACIS MERGER AGREEMENT RECEIVES
ANTI-TRUST REVIEW APPROVAL
(SAN DIEGO) March 18, 1999 -- Science Applications
International Corporation (SAIC) and Oacis Healthcare Holdings Corp. (NASDAQ:
OCIS) today announced the two companies have received early termination of the
Hart-Scott-Rodino anti-trust review waiting period applicable to the purchase
of shares of common stock, par value $0.01 per share, of Oacis Healthcare
Holdings Corp. (Oacis) by Oscar Acquisition Corp., a wholly owned subsidiary
of SAIC, pursuant to the tender offer commenced on February 26, 1999.
The waiting period was terminated March 17, 1999.
The tender offer, which is subject to the terms and conditions
set forth in the offer to purchase dated February 26, 1999, as amended, and
the related letter of transmittal, is currently scheduled to expire at
midnight, New York City time, on Thursday, March 25, 1999, unless the tender
offer is extended.
Last month, SAIC announced it had signed a merger agreement
with Oacis, a leader in supplying open architecture clinical information
system solutions to the health care industry.
SAIC is a major provider of health care systems and services,
supporting more than 750 customer locations worldwide with annual health
care-related revenues approaching $400 million and 2,250 employees in the
health systems business area. SAIC's health care offerings include clinical
systems, consulting, systems integration, outsourcing and infrastructure
services. 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.
Completion of the transaction is subject to certain conditions,
including the tender of a majority of the shares of common stock of Oacis (on
a fully diluted basis) into the tender offer. Following the successful
completion of the tender offer, all of the remaining shares of common stock of
Oacis will be acquired pursuant to a merger at the same price offered in the
tender offer.
Oacis, based in San Rafael, Calif., is the healthcare
industry's leading provider of open architecture, clinical information system
solutions. Oacis had revenue for its fiscal year ended December 31,1998, of
$27.5 million and has approximately 185 employees supporting approximately 50
customers in North America and abroad. Although the corporation was
officially formed as Oacis Holdings Corporation in May 1994, the company has
been in operation since 1984 as one of the initial innovators of open
architecture clinical information systems. Oacis systems are installed or
contracted for installation in health care facilities in the United States,
Canada, Europe, and Australia.
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 health care,
telecommunications, national security, transportation, energy and the
environment. With estimated annual revenues in excess of $4 billion, SAIC and
its subsidiaries, including Bellcore, have more than 35,000 employees at
offices in more than 150 cities worldwide. More information about SAIC can be
found on the Internet at www.saic.com.
