<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
OACIS HEALTHCARE HOLDINGS CORP.
(NAME OF SUBJECT COMPANY)
OSCAR ACQUISITION CORPORATION
(BIDDER)
A DIRECT WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
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
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
- --------------------------------------------- ---------------------------------------------
<S> <C>
$59,014,205* $11,803
</TABLE>
- ---------------
* Based upon $4.45 cash per share for 10,619,646 shares of common stock, par
value $0.01 per share, of Oacis Healthcare Holdings Corp. ("Common Stock"),
options to purchase an aggregate of 2,348,762 shares of Common Stock and
warrants to purchase an aggregate of 293,211 shares of Common Stock.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CUSIP No. 00175167107510
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------
1 NAME 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 ITEM 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
- ------------------------------------------------------------------------------
</TABLE>
- ---------------
<PAGE> 3
CUSIP No. 00175167107510
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------
1 NAME 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 ITEM 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
- ---------------------------------------------------------------------------
</TABLE>
- ---------------
<PAGE> 4
ITEM 1. SECURITY AND SUBJECT COMPANY
(a) The name of the subject company is Oacis Healthcare Holdings Corp., a
Delaware corporation (the "Company"), and the address of its principal executive
offices is set forth in Section 7 "Certain Information Concerning the Company"
of the Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(1)
and is incorporated herein by reference.
(b) This Statement relates to the offer by Oscar Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science
Applications International Corporation, a Delaware corporation ("Parent"), to
purchase all outstanding shares of Common Stock, par value $0.01 per share (the
"Shares"), of the Company at $4.45 per share, net to the seller in cash, upon
the terms and conditions set forth in the Offer to Purchase and in the related
Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2)
(which are herein collectively referred to as the "Offer"). The information set
forth in the introduction to the Offer to Purchase (the "Introduction") is
incorporated herein by reference.
(c) The information set forth in Section 6 "Price Range of Shares;
Dividends" of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (d), (g) This Tender Offer Statement is filed by Purchaser and
Parent. The information set forth in the Introduction, Section 8 "Certain
Information Concerning Purchaser and Parent" and Schedule I of the Offer to
Purchase is incorporated herein by reference.
(e) - (f) Neither Parent, Purchaser, nor, to the best knowledge of
Purchaser, any of the persons listed in Schedule I of the Offer to Purchase, has
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) - (b) The information set forth in the Introduction, Section 8 "Certain
Information Concerning Purchaser and Parent" and Section 10 "Background of the
Offer; Past Contacts or Negotiations with the Company" of the Offer to Purchase
is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) - (b) The information set forth in Section 9 "Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a) - (e) The information set forth in the Introduction and Section 12
"Purpose of the Offer; Plans for the Company" of the Offer to Purchase is
incorporated herein by reference.
(f) - (g) The information set forth in Section 13 "Effect of the Offer on
the Market for Shares; Stock Quotations; Registration under the Exchange Act" of
the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) - (b) The information set forth in the Introduction, Section 8 "Certain
Information Concerning Purchaser and Parent" and Schedule I of the Offer to
Purchase is incorporated herein by reference.
1
<PAGE> 5
ITEM 7.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES
The information set forth in the Introduction, Section 8 "Certain
Information Concerning the Purchaser and Parent", Section 10 "Background of the
Offer; Past Contacts or Negotiations with the Company" and Schedule I of the
Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in Section 18 "Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The information set forth in Section 8 "Certain Information Concerning
Purchaser and Parent" of the Offer to Purchase is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
(a) The information set forth in Section 10 "Background of the Offer; Past
Contacts or Negotiations with the Company" and Section 11 "The Merger Agreement;
Other Arrangements" of the Offer to Purchase are incorporated herein by
reference.
(b) - (c) The information set forth in Section 17 "Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in Section 13 "Effect of the Offer on the
Market for Shares; Stock Quotations; Registration under the Exchange Act" of the
Offer to Purchase is incorporated herein by reference.
(e) The information set forth in the Introduction and Section 17 "Certain
Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated February 26, 1999
(a)(2) Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9)
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(6) Text of Press Release issued by Parent, dated February 22,
1999
(a)(7) Text of Press Release issued by the Company, dated February
22, 1999
(a)(8) Form of summary advertisement dated February 26, 1999
(b) None
(c)(1) Agreement and Plan of Merger dated as of February 21, 1999,
among Oacis Healthcare Holdings Corp., Science Applications
International Corporation and Oscar Acquisition Corporation
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(c)(2) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Information Partners
Capital Fund, L.P.
(c)(3) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and BCIP Associates
(c)(4) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and BCIP Trust Associates,
L.P.
(c)(5) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sutter Hill Ventures
(c)(6) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and InterWestPartners V, L.P.
(c)(7) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and IMS Health Incorporated
(c)(8) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sequoia Capital Growth
Fund
(c)(9) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sequoia Technology
Partners III
(c)(10) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and WPG Enterprise Fund II,
L.L.C.
(c)(11) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Weiss, Peck & Greer
Venture Associates III, L.L.C.
(c)(12) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Bunz
(c)(13) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and John
Churin
(c)(14) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Delzompo
(c)(15) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Stephen
Ghiglieri
(c)(16) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Jim
Kennick
(c)(17) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Richard
Larsen
(c)(18) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Jim
McCord
(c)(19) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Lee Ann
Slinkard
(c)(20) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Louis
Bunz
(c)(21) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and John
Churin
(c)(22) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Delzompo
(c)(23) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Stephen
Ghiglieri
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(c)(24) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Jim
Kennick
(c)(25) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Richard
Larsen
(c)(26) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Jim
McCord
(c)(27) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and Lee Ann
Slinkard
(c)(28) Amendment to Executive Severance Benefits Agreement dated
February 20, 1999 between John Kingery, Oacis Healthcare
Systems, Inc. and Oacis Healthcare Holdings Corp.
(c)(29) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from BCIP Trust Associates, L.P.
(c)(30) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from BCIP Associates
(c)(31) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from Information Partners Capital
Fund, L.P.
(c)(32) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from The Bell Atlantic Systems
Group, Inc.
(c)(33) Resignation Letter dated February 20, 1999 of Fred Goad
(c)(34) Resignation Letter dated February 20, 1999 of John Kingery
(c)(35) Resignation Letter dated February 20, 1999 of Jim McCord
(c)(36) Resignation Letter dated February 20, 1999 of Dennis Sisco
(c)(37) Mutual Non-Disclosure Agreement dated November 4, 1998
between Oacis Healthcare Holdings Corp. and Science
Applications International Corporation
(c)(38) Agreement between Science Applications International
Corporation and Oacis Healthcare Holdings Corp. dated as of
January 15, 1999 regarding exclusivity and amendment letter
dated February 13, 1999
(d) None
(e) None
(f) None
</TABLE>
4
<PAGE> 8
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: February 26, 1999 OSCAR ACQUISITION CORPORATION
By: /s/ KEVIN A. WERNER
------------------------------------
Name: Kevin A. Werner
Title: Secretary
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ W. A. ROPER
------------------------------------
Name: William A. Roper, Jr.
Title: Senior Vice President
and Chief Financial Officer
5
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99(a)(1) Offer to Purchase, dated February 26, 1999
99(a)(2) Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9)
99(a)(3) Notice of Guaranteed Delivery
99(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
99(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
99(a)(6) Text of Press Release issued by Parent dated February 22,
1999
99(a)(7) Text of Press Release issued by the Company dated February
22, 1999
99(a)(8) Form of summary advertisement dated February 26, 1999
99(c)(1) Agreement and Plan of Merger dated as of February 21, 1999,
among Oacis Healthcare Holdings Corp., Science Applications
International Corporation and Oscar Acquisition Corporation
99(c)(2) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Information Partners
Capital Fund, L.P.
99(c)(3) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and BCIP Associates
99(c)(4) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and BCIP Trust Associates,
L.P.
99(c)(5) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sutter Hill Ventures
99(c)(6) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and InterWestPartners V, L.P.
99(c)(7) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and IMS Health Incorporated
99(c)(8) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sequoia Capital Growth
Fund
99(c)(9) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Sequoia Technology
Partners III
99(c)(10) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and WPG Enterprise Fund II,
L.L.C.
99(c)(11) Stockholder Agreement dated as of February 21, 1999 between
Oscar Acquisition Corporation and Weiss, Peck & Greer
Venture Associates III, L.L.C.
99(c)(12) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Bunz
99(c)(13) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and John
Churin
99(c)(14) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Delzompo
99(c)(15) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Stephen
Ghiglieri
99(c)(16) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Jim
Kennick
99(c)(17) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Richard
Larsen
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99(c)(18) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Jim
McCord
99(c)(19) Retention Letter Agreement dated February 19, 1999 between
Science Applications International Corporation and Lee Ann
Slinkard
99(c)(20) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Louis
Bunz
99(c)(21) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and John
Churin
99(c)(22) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and Louis
Delzompo
99(c)(23) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Stephen
Ghiglieri
99(c)(24) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Jim
Kennick
99(c)(25) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Richard
Larsen
99(c)(26) Non-Solicitation Agreement dated February 20, 1999 between
Science Applications International Corporation and Jim
McCord
99(c)(27) Non-Solicitation Agreement dated February 19, 1999 between
Science Applications International Corporation and Lee Ann
Slinkard
99(c)(28) Amendment to Executive Severance Benefits Agreement dated
February 20, 1999 between John Kingery, Oacis Healthcare
Systems, Inc. and Oacis Healthcare Holdings Corp.
99(c)(29) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from BCIP Trust Associates, L.P.
99(c)(30) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from BCIP Associates
99(c)(31) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from Information Partners Capital
Fund, L.P.
99(c)(32) Conversion Notice dated February 19, 1999 to Oacis
Healthcare Holdings Corp. from The Bell Atlantic Systems
Group, Inc.
99(c)(33) Resignation Letter dated February 20, 1999 of Fred Goad
99(c)(34) Resignation Letter dated February 20, 1999 of John Kingery
99(c)(35) Resignation Letter dated February 20, 1999 of Jim McCord
99(c)(36) Resignation Letter dated February 20, 1999 of Dennis Sisco
99(c)(37) Mutual Non-Disclosure Agreement dated November 4, 1998
between Oacis Healthcare Holdings Corp. and Science
Applications International Corporation
99(c)(38) Agreement between Science Applications International
Corporation and Oacis Healthcare Holdings Corp. dated as of
January 15, 1999 regarding exclusivity and amendment letter
dated February 13, 1999
</TABLE>
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
OACIS HEALTHCARE HOLDINGS CORP.
AT
$4.45 NET PER SHARE
BY
OSCAR ACQUISITION CORPORATION,
A WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED.
THE BOARD OF DIRECTORS OF OACIS HEALTHCARE HOLDINGS CORP. (THE "COMPANY")
HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER DESCRIBED HEREIN, UNANIMOUSLY
DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS
OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF THE COMPANY
WHICH, TOGETHER WITH THE SHARES THEN OWNED BY PARENT, WOULD REPRESENT AT LEAST A
MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS.
CERTAIN STOCKHOLDERS OF THE COMPANY OWNING APPROXIMATELY 47% OF THE SHARES (ON A
FULLY DILUTED BASIS) HAVE AGREED TO TENDER THEIR SHARES IN THE OFFER. CERTAIN
OTHER CONDITIONS TO CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 16.
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her Shares
should either (1) complete and sign the Letter of Transmittal (or facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
deliver it with the certificate(s) representing tendered Shares and all other
required documents to the Depositary or tender such Shares pursuant to the
procedures for book-entry transfer set forth in Section 2 or (2) request his or
her broker, dealer, commercial bank, trust company or other nominee to effect
the transaction for him or her. A stockholder having Shares registered in the
name of a broker, dealer, commercial bank, trust company or other nominee must
contact such person if he or she desires to tender such Shares.
Any stockholder who desires to tender Shares and cannot deliver the
certificate(s) representing such Shares and all other required documents to the
Depositary by the expiration of the Offer or who cannot comply with the
procedures for book-entry transfer on a timely basis must tender such Shares
pursuant to the guaranteed delivery procedure set forth in Section 2.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Additional copies of this
Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may also be obtained from the Information Agent, brokers, dealers,
commercial banks or trust companies.
------------------------
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
February 26, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION................................................ 1
1. Terms of the Offer.................................... 2
2. Procedure for Tendering Shares........................ 3
3. Withdrawal Rights..................................... 5
4. Acceptance for Payment and Payment.................... 5
5. Certain Tax Considerations............................ 6
6. Price Range of Shares; Dividends...................... 7
7. Certain Information Concerning the Company............ 7
8. Certain Information Concerning Purchaser and Parent... 10
9. Source and Amount of Funds............................ 12
10. Background of the Offer; Past Contacts or Negotiations
with the Company...................................... 12
11. The Merger Agreement; Other Arrangements.............. 13
12. Purpose of the Offer; Plans for the Company........... 21
13. Effect of the Offer on the Market for Shares; Stock
Quotations; Registration under the Exchange Act....... 22
14. Dividends and Distributions........................... 22
15. Extension of Tender Period; Termination; Amendment.... 23
16. Certain Conditions of the Offer....................... 24
17. Certain Legal Matters; Regulatory Approvals........... 25
18. Fees and Expenses..................................... 27
19. Miscellaneous......................................... 28
Schedule I Information Concerning Directors and Executive
Officers of Parent and Purchaser....................... I-1
</TABLE>
i
<PAGE> 3
INTRODUCTION
To the Holders of Common Stock of
Oacis Healthcare Holdings Corp.:
Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a
wholly-owned subsidiary of Science Applications International Corporation, a
Delaware corporation ("Parent"), hereby offers to purchase all outstanding
shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis
Healthcare Holdings Corp., a Delaware corporation (the "Company"), at $4.45 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in this Offer to Purchase and in the related Letter of Transmittal
(which together constitute the "Offer"). Tendering stockholders will not be
obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of
Shares pursuant to the Offer. Parent or Purchaser will pay all charges and
expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer
Manager" or "Merrill Lynch"), ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") and D.F. King & Co., Inc. (the "Information Agent"), incurred in
connection with the Offer. See Section 18.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS HEREINAFTER DEFINED)
A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY PARENT, WOULD
REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A
FULLY DILUTED BASIS (THE "MINIMUM CONDITION"). CERTAIN STOCKHOLDERS OF THE
COMPANY OWNING APPROXIMATELY 47% OF THE SHARES (ON A FULLY DILUTED BASIS) HAVE
AGREED TO TENDER THEIR SHARES IN THE OFFER. CERTAIN OTHER CONDITIONS TO
CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER
AND THE MERGER DESCRIBED HEREIN, UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS,
AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER.
COVINGTON ASSOCIATES LLC, FINANCIAL ADVISOR TO THE COMPANY ("COVINGTON"),
HAS DELIVERED TO THE BOARD OF DIRECTORS OF THE COMPANY ITS WRITTEN OPINION TO
THE EFFECT THAT, AS OF THE DATE OF THE MERGER AGREEMENT (AS HEREINAFTER
DEFINED), THE $4.45 IN CASH TO BE RECEIVED BY THE HOLDERS OF SHARES IN THE OFFER
AND THE MERGER IS FAIR TO SUCH HOLDERS FROM A FINANCIAL POINT OF VIEW. The full
text of the written opinion of Covington Associates containing the assumptions
made, the matters considered and the scope of the review undertaken in rendering
such opinion as well as the limitations of such opinion is included with the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), which is being mailed to stockholders concurrently herewith.
Stockholders are urged to read the full text of such opinion in conjunction with
this Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of February 21, 1999 (the "Merger Agreement") among the Company, Parent and
Purchaser. The Merger Agreement provides, among other things, that as soon as
practicable after the consummation of the Offer, Purchaser will be merged with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation (the "Surviving Corporation"). Pursuant to the Merger,
each outstanding Share (other than Shares held by Parent or any subsidiary of
Parent and Shares held by stockholders properly exercising appraisal rights
under the laws of the State of Delaware ("Delaware Law")) will be converted into
a right to receive $4.45 in cash, without interest (the "Merger Consideration").
See Section 11. For a discussion of the treatment of stock options, see Section
11.
1
<PAGE> 4
The Merger Agreement provides that, effective upon acceptance for payment
pursuant to the Offer of a number of Shares that satisfies the Minimum
Condition, Parent shall be entitled to designate the number of directors,
rounded up to the next whole number, on the Company's Board of Directors that
equals the product of (i) the total number of directors on the Company's Board
of Directors multiplied by (ii) the percentage that the number of Shares
beneficially owned by Parent (including Shares accepted for payment) bears to
the total number of Shares outstanding. See Section 11. On February 20, 1999,
John Kingery, Fred Goad, Dennis Sisco and Jim McCord resigned from the Company's
Board of Directors effective upon the purchase by Purchaser of the Shares
tendered in the Offer. In addition, the Stockholder Agreements (as hereinafter
defined) provide that each stockholder party to such agreement shall cause all
directors affiliated with such stockholder to resign from the Company's Board of
Directors upon consummation of the Offer. Such resignations are sufficient for
Parent to designate up to eight out of nine directors of the Company following
the consummation of the Offer. Copies of the resignation letters are filed as
Exhibits to Purchaser's Tender Offer Statement on Schedule 14D-1 dated February
26, 1999 (the "Schedule 14D-1") and the foregoing summary is qualified in its
entirety by reference to the resignation letters.
Based upon information provided by the Company, as of February 19, 1999,
there were outstanding (i) 10,619,646 Shares, (ii) stock options to purchase an
aggregate of 2,348,762 Shares and (iii) warrants to purchase an aggregate of
293,211 Shares. On February 19, 1999, the holders of the warrants, BCIP Trust
Associates, L.P., BCIP Associates, Information Partners Capital Fund, L.P., and
The Bell Atlantic Systems Group, Inc. ("Bell Atlantic"), contingent upon and
effective immediately prior to the consummation of the Merger, irrevocably
converted the warrants, in accordance with their terms and in their entirety, so
long as the current market price (as such term is used in the warrant) for
purposes of such conversion is deemed to be equal to the Merger Consideration.
Copies of the conversion notices are filed as Exhibits to the Schedule 14D-1 and
the foregoing summary is qualified in its entirety by reference to the
conversion notices. Based upon the foregoing, as of February 19, 1999, there
were approximately 13,261,619 Shares outstanding on a fully diluted basis.
Neither Parent nor Purchaser nor any person listed on Schedule I beneficially
owns any Shares. Accordingly, Purchaser believes that the Minimum Condition
would be satisfied if approximately 6,630,810 Shares are validly tendered
pursuant to the Offer and not withdrawn.
Under Delaware Law, the Merger requires the approval of the holders of a
majority of the outstanding Shares. If the Minimum Condition is satisfied,
Purchaser would have sufficient voting power to approve the Merger without the
affirmative vote of any other stockholder of the Company. Certain Stockholders
of the Company owning approximately 47% of the Shares (on a fully diluted basis)
have executed stockholder agreements dated as of February 21, 1999 agreeing,
among other things, to tender their Shares in the Offer (each, a "Stockholder
Agreement"). See Section 11. Certain other conditions to consummation of the
Offer are described in Section 16.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER. Upon the terms and subject to the conditions set
forth in the Offer, Purchaser will accept for payment and pay for all Shares
that are validly tendered by the Expiration Date and not withdrawn as provided
in Section 3. The term "Expiration Date" shall mean 12:00 midnight, New York
City time, on March 25, 1999, unless Purchaser shall have extended the period of
time for which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by
Purchaser, shall expire.
The Offer is subject to certain conditions set forth in Section 16,
including satisfaction of the Minimum Condition and expiration or termination of
the waiting period applicable to Purchaser's acquisition of Shares pursuant to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). If any such condition is not satisfied prior to the
Expiration Date, Purchaser may (i) terminate the Offer and return all tendered
Shares to tendering stockholders, (ii) extend the Offer and, subject to
withdrawal rights as set forth in Section 3, retain all such Shares until the
expiration of the Offer as so extended, (iii) waive such condition and, subject
to any requirement to extend the period of time during which
2
<PAGE> 5
the Offer is open, purchase all Shares validly tendered by the Expiration Date
and not withdrawn or (iv) delay acceptance for payment or payment for Shares,
subject to applicable law, until satisfaction or waiver of the conditions to the
Offer.
Purchaser expressly reserves the right to waive the Minimum Condition or
any of the other conditions to the Offer and to make any change in the terms or
conditions of the Offer; provided that no change may be made which changes the
form of consideration to be paid or decreases the price per Share or the number
of Shares sought in the Offer or which imposes conditions to the Offer in
addition to the Minimum Condition and those conditions set forth in Section 16.
For a description of Purchaser's right to extend the period of time during which
the Offer is open and to amend, delay or terminate the Offer, see Sections 15
and 16.
The Company has provided Purchaser with the Company's stockholder lists and
security position listings for the purpose of disseminating the Offer to holders
of Shares. This Offer to Purchase and the related Letter of Transmittal will be
mailed to record holders of Shares and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
2. PROCEDURE FOR TENDERING SHARES. To tender Shares pursuant to the Offer,
either (a) a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) together with any required signature guarantees, or in the
case of a book-entry transfer, an Agent's Message (as hereinafter defined), and
any other required documents, must be received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase and either
certificates for the Shares to be tendered must be received by the Depositary at
one of such addresses or such Shares must be delivered pursuant to the
procedures for book-entry transfer described below (and a Book-Entry
Confirmation (as hereinafter defined) received by the Depositary), in each case
by the Expiration Date, or (b) the guaranteed delivery procedure described below
must be complied with.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility (as hereinafter defined) to and received by the Depositary and
forming a part of a Book-Entry Confirmation (as hereinafter defined) which
states that such Book-Entry Transfer Facility has received an express
acknowledgment from the participant tendering the Shares that such participant
has received and agrees to be bound by the terms of the Letter of Transmittal
and that the Company may enforce such agreement against such participant.
Book-Entry Transfer. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Offer within two business days after the date of
this Offer to Purchase. Any financial institution that is a participant in the
system of the Book-Entry Transfer Facility may make delivery of Shares by
causing such Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. However, although delivery of Shares may be effected through
book-entry transfer, the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, together with any required signature guarantees, or
an Agent's Message, and any other required documents must, in any case, be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase by the Expiration Date, or the guaranteed delivery
procedure described below must be complied with. The confirmation of a
book-entry transfer of Shares into the Depositary's account at the Book-Entry
Transfer Facility as described above is referred to herein as a "Book-Entry
Confirmation". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Signature Guarantees. Except as otherwise provided below, all signatures on
a Letter of Transmittal must be guaranteed by an Eligible Institution. "Eligible
Institution" means a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) which is a member of a
recognized Medallion Program approved by The Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc.
Medallion Signature Program (MSP). Signatures on a Letter of Transmittal
3
<PAGE> 6
need not be guaranteed (a) if the Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered therewith and such holder has not
completed the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
Shares are tendered for the account of an Eligible Institution. See Instructions
1 and 5 of the Letter of Transmittal.
Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and cannot deliver certificate(s) representing such Shares and all
other required documents to the Depositary by the Expiration Date, or such
stockholder cannot complete the procedure for delivery by book-entry transfer on
a timely basis, such Shares may nevertheless be tendered if all of the following
conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Purchaser is received by the
Depositary (as provided below) by the Expiration Date; and
(iii) the certificates for such Shares (or a Book-Entry Confirmation),
together with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) with any required signature guarantees, or an
Agent's Message, and any other required documents, are received by the
Depositary within three National Association of Securities Dealers, Inc.
Automated Quotation ("Nasdaq") National Market System trading days after
the date of execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, telex, facsimile transmission or mail to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF
THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
By executing a Letter of Transmittal (or facsimile thereof), a tendering
stockholder irrevocably appoints designees of Purchaser as such stockholder's
proxies in the manner set forth in the Letter of Transmittal to the full extent
of such stockholder's rights with respect to the Shares tendered by such
stockholder and accepted for payment by Purchaser (and any and all other Shares
or other securities issued or issuable in respect of such Shares on or after
February 21, 1999). All such proxies shall be irrevocable and coupled with an
interest in the tendered Shares. Such appointment is effective only upon the
acceptance for payment of such Shares by Purchaser. Upon such acceptance for
payment, all prior proxies and consents granted by such stockholder with respect
to such Shares and other securities will, without further action, be revoked,
and no subsequent proxies may be given nor subsequent written consents executed
by such stockholder (and, if given or executed, will not be deemed to be
effective). Such designees of Purchaser will be empowered to exercise all voting
and other rights of such stockholder as they, in their sole discretion, may deem
proper at any annual, special or adjourned meeting of the Company's
stockholders, by written consent or otherwise. Purchaser reserves the right to
require that, in order for Shares to be validly tendered, immediately upon
Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise
full voting rights with respect to such Shares and other securities (including
voting at any meeting of stockholders then scheduled or acting by written
consent without a meeting).
The tender of Shares pursuant to any one of the procedures described above
will constitute the tendering stockholder's acceptance of the Offer, as well as
the tendering stockholder's representation and warranty that (a) such
stockholder owns the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (b) the tender of such Shares complies with Rule 14e-4, and (c) such
stockholder has the full power and authority to tender, assign and sell the
Shares tendered, as specified in the Letter of Transmittal. Purchaser's
acceptance for payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the tendering stockholder and Purchaser upon the
terms and subject to the conditions of the Offer.
4
<PAGE> 7
All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by Purchaser, in its sole discretion, which determination
shall be final and binding. Purchaser reserves the absolute right in its sole
discretion to reject any or all tenders of Shares determined by it not to be in
proper form or the acceptance for payment of or payment for which may, in the
opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the
absolute right to waive any defect or irregularity in any tender of Shares,
whether or not similar defects or irregularities are waived in the case of other
Shares. None of Parent, Purchaser, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defect or irregularity in tenders or incur any liability for
failure to give any such notification.
Under the federal income tax laws, the Depositary will be required to
withhold 31% of the amount of any payments made to certain stockholders pursuant
to the Offer. In order to avoid such backup withholding, each tendering
stockholder must provide the Depositary with such stockholder's correct taxpayer
identification number and certify that such stockholder is not subject to such
backup withholding by completing the Substitute Form W-9 included in the Letter
of Transmittal. Alternatively, if a stockholder is a non-resident alien or
foreign entity not subject to backup withholding, the stockholder must give the
Depositary a completed Form W-8 Certificate of Foreign Status prior to receipt
of any payment. Such Form W-8 may be obtained from the Depositary.
3. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after April 26, 1999 unless
theretofore accepted for payment as provided in this Offer to Purchase. If
Purchaser extends the period of time during which the Offer is open, is delayed
in accepting for payment or paying for Shares or is unable to accept for payment
or pay for Shares pursuant to the Offer for any reason, then, without prejudice
to Purchaser's rights under the Offer, the Depositary may, on behalf of
Purchaser, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in this Section 3.
To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase and must specify
the name of the person who tendered the Shares to be withdrawn and the number of
Shares to be withdrawn and the name of the registered holder of Shares, if
different from that of the person who tendered such Shares. If the Shares to be
withdrawn have been delivered to the Depositary, a signed notice of withdrawal
with (except in the case of Shares tendered by an Eligible Institution)
signatures guaranteed by an Eligible Institution must be submitted prior to the
release of such Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the registered holder
(if different from that of the tendering stockholder) and the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn or,
in the case of Shares tendered by book-entry transfer, the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by again following one of the procedures
described in Section 2 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, which determination shall be final and binding. None of Parent,
Purchaser, the Dealer Manager, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.
4. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the
conditions of the Offer, Purchaser will accept for payment and pay for all
Shares validly tendered by the Expiration Date and not withdrawn pursuant to
Section 3 promptly after the later of (i) the Expiration Date and (ii) the
satisfaction or waiver of the conditions set forth in Section 16. In addition,
Purchaser reserves the right, in its sole discretion and subject to applicable
law, to delay the acceptance for payment or payment for Shares in order to
comply in whole or in part with any applicable law. For a description of
Purchaser's right to terminate the Offer and not
5
<PAGE> 8
accept for payment or pay for Shares or to delay acceptance for payment or
payment for Shares, see Sections 15 and 16.
For purposes of the Offer, Purchaser shall be deemed to have accepted for
payment tendered Shares when, as and if Purchaser gives oral or written notice
to the Depositary of its acceptance of the tenders of such Shares. Payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price with the Depositary, which will act as agent for the tendering
stockholders for the purpose of receiving payments from Purchaser and
transmitting such payments to tendering stockholders. In all cases, payment for
Shares accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a Book-Entry
Confirmation), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) or, in the case of a book-entry transfer, an Agent's Message,
and any other required documents. See Section 2. Accordingly, payment may be
made to tendering stockholders at different times if delivery of the Shares and
other required documents occur at different times. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID BY PURCHASER ON THE CONSIDERATION PAID FOR SHARES PURSUANT TO
THE OFFER, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
If Purchaser increases the consideration to be paid for Shares pursuant to
the Offer, Purchaser will pay such increased consideration for all Shares
purchased pursuant to the Offer.
Purchaser reserves the right to transfer or assign, in whole or from time
to time in part, to one or more of its affiliates the right to purchase Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Purchaser of its obligations under the Offer or prejudice the rights of
tendering stockholders to receive payment for Shares validly tendered and
accepted for payment.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted for more Shares than are tendered,
certificates for such unpurchased or untendered Shares will be returned (or, in
the case of Shares tendered by book-entry transfer, such Shares will be credited
to an account maintained at the Book-Entry Transfer Facility), without expense
to the tendering stockholder, as promptly as practicable following the
expiration or termination of the Offer.
Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act
requires Purchaser to pay the consideration offered or return the Shares
tendered promptly after the termination or withdrawal of the Offer, and (ii)
unless otherwise permitted by law, Purchaser may not delay acceptance for
payment of, or payment for, any Shares upon the occurrence of any of the
conditions specified in Section 16 without extending the period of time during
which the Offer is open.
5. CERTAIN TAX CONSIDERATIONS. The receipt of cash pursuant to the Offer or
the Merger will constitute a taxable transaction for Federal income tax purposes
under the Internal Revenue Code of 1986, as amended (the "Code"), and may also
constitute a taxable transaction under applicable state, local, foreign and
other tax laws. As a result, a tendering stockholder will generally recognize
gain or loss for federal income tax purposes in an amount equal to the
difference between the amount of cash received by the stockholder pursuant to
the Offer or the Merger and such stockholder's aggregate adjusted tax basis in
the Shares tendered and purchased pursuant to the Offer (or surrendered pursuant
to the Merger). Gain or loss will be calculated separately for each block of
Shares tendered and purchased pursuant to the Offer (or surrendered pursuant to
the Merger). If tendered Shares are held by a tendering stockholder as capital
assets (within the meaning of Section 1221 of the Code), any gain or loss
recognized by the tendering stockholder will constitute capital gain or loss,
and will constitute long-term capital gain or loss if the tendering stockholder
held the underlying Shares for more than 12 months as of the date of
disposition.
Under the Internal Revenue Service Restructuring and Reform Act of 1998, in
the case of noncorporate stockholders, if the tendered Shares have been held for
more than 12 months as of the date of disposition, any long-term capital gain
recognized by a noncorporate stockholder generally will be subject to federal
income tax at a maximum rate of 20% or, in the case of a share that has been
held for one year or less, will be subject to tax at ordinary income tax rates.
There are limits on the deductibility of capital losses.
6
<PAGE> 9
The foregoing discussion may not be applicable with respect to Shares
received pursuant to the exercise of employee stock options or otherwise as
compensation or to stockholders who perfect their appraisal rights under the
Delaware Law and may not apply to a holder of Shares in light of its individual
circumstances.
THE SUMMARY OF TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL INFORMATION
ONLY AND IS BASED ON THE LAW AS CURRENTLY IN EFFECT. STOCKHOLDERS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO
THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME
AND OTHER TAX LAWS) OF THE OFFER AND THE MERGER.
6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are traded on the Nasdaq
National Market under the symbol "OCIS". The following table sets forth, for the
periods indicated, the high and low closing sale prices per Share as quoted on
the Nasdaq National Market, as reported in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1997 (the "Company 10-K") with respect to
the fiscal year ended December 31, 1997 and thereafter as reported in published
financial sources. According to the Company, the Company has not paid cash
dividends on the Shares to date.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR ENDED DECEMBER 31, 1997
First Quarter........................................ $7 3/4 $4 3/4
Second Quarter....................................... 6 1/2 4
Third Quarter........................................ 9 1/8 5 1/2
Fourth Quarter....................................... 8 1/8 3 1/4
FISCAL YEAR ENDED DECEMBER 31, 1998
First Quarter........................................ $5 $2 7/8
Second Quarter....................................... 4 15/16 2 5/8
Third Quarter........................................ 3 1/2 2 1/8
Fourth Quarter....................................... 3 7/16 2 1/2
FISCAL YEAR ENDING DECEMBER 31, 1999
First Quarter (through February 19, 1999)............ $3 1/2 $2 3/4
</TABLE>
On February 19, 1999, the last full day of trading before public
announcement of the execution of the Merger Agreement, the reported closing
sales price per Share on the Nasdaq National Market was $3 1/4. On February 25,
1999, the last full day of trading prior to commencement of the Offer, the
reported closing sales price per Share on the Nasdaq National Market was $4 9/32
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Delaware
corporation with its principal executive offices located at 1101 Fifth Avenue,
Suite 200, San Rafael, CA 94901.
According to the Company 10-K, the Company through its wholly-owned
subsidiary, Oacis Healthcare Systems, Inc., develops, markets, licenses,
installs and supports clinical information systems primarily for major medical
centers, large hospitals and integrated healthcare delivery networks.
7
<PAGE> 10
Selected Consolidated Financial Data. The following selected consolidated
financial data relating to the Company and its subsidiaries has been taken or
derived from the audited financial statements contained in the Company 10-K and
the unaudited financial statements contained in the Company's quarterly reports
on Form 10-QSBs for its fiscal quarters ended September 30, 1997 and 1998 (the
"Company 10-Qs"), respectively. More comprehensive financial information is
included in such Company 10-K and Company 10-Qs and the other documents filed by
the Company with the Securities and Exchange Commission (the "Commission"), and
the financial data set forth below is qualified in its entirety by reference to
such reports and other documents and all of the financial statements and notes
contained therein. Such reports and other documents may be examined and copies
may be obtained from the offices of the Commission in the manner set forth
below.
OACIS HEALTHCARE HOLDINGS CORP.
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
(UNAUDITED) YEAR ENDED DECEMBER 31,
------------------ -----------------------------
1998 1997 1997 1996 1995
------- ------- ------- ------- -------
(AMOUNTS IN THOUSANDS, EXCEPT NET LOSS PER SHARE)
<S> <C> <C> <C> <C> <C>
REVENUES:
Software licenses...................... $10,508 $ 7,118 $10,291 $ 7,887 $ 3,388
Installation and Support services...... 7,033 6,045 8,232 6,626 5,825
Third party hardware and software...... 2,606 4,439 6,442 5,931 4,341
------- ------- ------- ------- -------
Total revenues................. 20,147 17,602 24,965 20,444 13,554
------- ------- ------- ------- -------
COST OF REVENUES:
Software licenses...................... 854 535 917 252 124
Installation and Support services...... 5,089 4,931 6,645 5,610 5,237
Third party hardware and software...... 2,182 3,839 5,583 4,519 3,759
------- ------- ------- ------- -------
Total cost of revenues......... 8,125 9,305 13,145 10,381 9,120
------- ------- ------- ------- -------
Gross profit............................. 12,022 8,297 11,820 10,063 4,434
------- ------- ------- ------- -------
OPERATING EXPENSES:
Sales and marketing.................... 5,813 4,768 6,782 5,614 4,874
Research and development............... 4,951 4,733 6,109 6,375 6,080
General and administrative............. 2,947 2,680 3,638 3,491 2,681
Restructuring charge................... -- -- 520 -- --
------- ------- ------- ------- -------
Total Operating expenses....... 13,711 12,181 17,049 15,480 13,635
------- ------- ------- ------- -------
Income (loss) from operations............ (1,689) (3,884) (5,229) (5,417) (9,201)
Interest income (expense), net........... 453 832 1,098 844 (123)
------- ------- ------- ------- -------
Net income (loss)........................ $(1,236) $(3,052) $(4,131) $(4,573) $(9,324)
======= ======= ======= ======= =======
Net loss per share:
Basic.................................. $ (0.12) $ (0.30) $ (0.41) $ (0.67) $ (5.48)
Diluted................................ (0.12) (0.30) (0.41) (0.67) (5.48)
</TABLE>
Except as otherwise stated in this Offer to Purchase, the information
concerning the Company contained herein has been taken from or is based upon
reports and other documents on file with the Commission or otherwise publicly
available. Although neither Purchaser nor Parent have any knowledge that would
indicate that any statements contained herein based upon such reports and
documents are untrue, neither Purchaser nor Parent takes any responsibility for
the accuracy or completeness of the information contained in such reports and
other documents or for any failure by the Company to disclose events that may
have occurred and may affect the significance or accuracy of any such
information but that are unknown to Purchaser or Parent.
8
<PAGE> 11
The Company is subject to the informational filing requirements of the
Exchange Act and in accordance therewith files periodic reports, proxy
statements and other information with the Commission relating to its business,
financial condition and other matters. The Company is required to disclose in
such proxy statements certain information, as of particular dates, concerning
the Company's directors and officers, their remuneration, stock options granted
to them, the principal holders of the Company's securities and any material
interest of such persons in transactions with the Company. Such reports, proxy
statements and other information may be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and should also be available for inspection and copying at the
regional offices of the Commission in New York (Seven World Trade Center, 13th
Floor, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison
Street (Suite 1400), Chicago, Illinois 60661). Such material may also be
obtained from the Commission's web site at http://www.sec.gov. Copies of such
material should be obtainable by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material should also be available for
inspection at the offices of Nasdaq National Market operations, 1735 K Street,
N.W., Washington D.C. 20006.
1998 Earnings Release. On February 22, 1999 the Company issued a press
release reporting certain fourth quarter and 1998 full year financial results.
The Company reported revenue for the fourth quarter ended December 31, 1998 of
$7.3 million, compared to $7.4 million in the fourth quarter of 1997. Revenue
for the year ended December 31, 1998 totaled $27.5 million, compared to $25.0
million in 1997. The Company also reported net income for the 1998 fourth
quarter of $0.4 million compared to a net loss of $1.1 million for the fourth
quarter 1997, which included a one-time restructuring charge of $0.5 million.
For the twelve months ended December 31, 1998, the Company reported a net loss
of $0.8 million, compared with a net loss of $4.1 million for the prior year,
which included a one time restructuring charge of $0.5 million.
Projected Financial Information. In the course of the discussions between
representatives of Parent and the Company (see Section 10) certain projections
of future operating performance were furnished to Parent's representatives. Set
forth below is a summary of such projections. These projections should be read
together with the financial statements of the Company referred to herein.
OACIS HEALTHCARE HOLDINGS CORP.
PROJECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
FISCAL YEAR ENDING DECEMBER 31, 1999
---------------------------------------
(AMOUNTS IN THOUSANDS,
EXCEPT NET INCOME PER SHARE)
<S> <C>
Revenues...................................... $48,800
Cost of revenues.............................. 21,800
Operating expenses............................ 20,300
Income from operations before income taxes.... 6,700
Net income.................................... 4,300
Net income per share(1)....................... 0.37
</TABLE>
- ---------------
(1) The Company's projections are based on 11,650,000 weighted average Shares
outstanding.
THE FOREGOING PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC
DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE
GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
REGARDING PROJECTIONS, AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE
THEY WERE PROVIDED TO PARENT. THE INCLUSION OF THESE PROJECTIONS SHOULD NOT BE
REGARDED AS AN INDICATION THAT ANY OF PARENT, PURCHASER, THE COMPANY, THEIR
RESPECTIVE ADVISORS OR THE DEALER MANAGER CONSIDERED OR CONSIDER THE PROJECTIONS
TO BE A RELIABLE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE
RELIED UPON AS SUCH. NEITHER PARENT, PURCHASER NOR THE COMPANY, NOR ANY OF THEIR
FINANCIAL ADVISORS NOR THE DEALER MANAGER ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OF THESE PROJECTIONS. NONE OF PARENT, PURCHASER, THE COMPANY, THEIR
RESPECTIVE ADVISORS OR THE DEALER MANAGER HAS MADE, OR MAKES, ANY REPRESENTATION
TO ANY PERSON
9
<PAGE> 12
REGARDING THE INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS
TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING
AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN
THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE
SHOWN TO BE IN ERROR. WHILE PRESENTED WITH NUMERICAL SPECIFICITY, THESE
PROJECTIONS ARE BASED UPON A VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES
OF THE COMPANY WHICH MAY NOT BE REALIZED AND ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE
COMPANY AND MANY OF WHICH ARE DESCRIBED IN MORE DETAIL UNDER ITEM 6,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS", IN THE COMPANY
10-K. THERE CAN BE NO ASSURANCE THAT THE PROJECTIONS WILL BE REALIZED, AND
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE SHOWN.
8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a
Delaware corporation incorporated on February 17, 1999 and to date has engaged
in no activities other than those incident to its formation, the execution and
delivery of the Merger Agreement and each Stockholder Agreement and the
commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. The
principal executive offices of Purchaser are located at 10260 Campus Point
Drive, San Diego, California 92121.
Parent is a Delaware corporation. It is principally engaged in providing
diversified professional and technical services and in designing, developing and
manufacturing high-technology products. A large part of Parent's technical
services and products are sold to departments and agencies of the U.S.
Government. The balance of Parent's sales are made to foreign, state and local
governments, commercial customers and others.
The principal executive offices of Parent are located at 10260 Campus Point
Drive, San Diego, California 92121. The name, business address, principal
occupation or employment, five year employment history and citizenship of each
director and executive officer of Parent and Purchaser are set forth on Schedule
I hereto.
10
<PAGE> 13
The following selected consolidated financial data relating to Parent and
its subsidiaries has been taken or derived from the audited financial statements
contained in Parent's annual report on Form 10-K for the fiscal years ended
January 31, 1997 and 1998 (the "Parent 10-Ks") and the unaudited financial
statements contained in Parent's quarterly reports on Form 10-Q for its fiscal
quarters ended October 31, 1997 and 1998. More comprehensive financial
information is included in such Parent 10-Ks, quarterly reports and the other
documents filed by Parent with the Commission, and the financial data set forth
below is qualified in its entirety by reference to such Parent 10-Ks, quarterly
reports and other documents and all of the financial statements and notes
contained therein. Such reports and other documents may be examined and copies
may be obtained from the offices of the Commission in the same manner as set
forth with respect to the Company in Section 7.
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
NINE MONTHS
ENDED OCTOBER 31,
(UNAUDITED) YEAR ENDED JANUARY 31,
------------------------------ ------------------------------------
1998 1997 1998 1997 1996
----------------- ---------- ---------- ---------- ----------
(AMOUNTS IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues....................... $3,427,368 $2,039,896 $3,089,351 $2,402,224 $2,155,657
Cost of revenues............... 2,705,293 1,783,205 2,623,339 2,094,447 1,875,183
Income before income taxes..... 225,948 99,076 158,493 113,209 102,314
Net income..................... 117,307 54,492 84,794 63,680 57,296
Earnings per share(1):
Basic.......................... 2.11 1.07 1.65 1.30 1.19
Diluted........................ 1.95 1.01 1.55 1.23 1.14
Common equivalent shares:
Basic.......................... 55,088 51,001 51,349 49,157 48,143
Diluted........................ 59,609 54,195 54,806 51,738 50,285
</TABLE>
<TABLE>
<CAPTION>
OCTOBER 31,
(UNAUDITED) JANUARY 31,
------------------------ ----------------------------------
1998 1997 1998 1997 1996
----------- ---------- ---------- ---------- --------
(AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Current assets...................... $1,343,425 $ 973,007 $1,175,800 $ 711,215 $594,227
Total assets........................ 2,567,408 1,288,870 2,415,234 1,012,462 859,290
Current liabilities................. 1,052,049 548,730 1,081,212 440,662 367,042
Working capital..................... 291,376 424,277 94,588 270,553 227,185
Long-term debt...................... 138,250 29,447 145,958 15,227 15,592
Deferred income taxes and other
long-term liabilities............ 385,712 42,464 425,618 29,114 18,524
Stockholders' equity................ 980,390 663,811 754,778 527,459 458,132
</TABLE>
- ---------------
(1) Earnings per share has been restated for 1997 and 1996 to conform with the
new Statement of Financial Accounting Standards No. 128, "Earnings per
Share." Parent has never declared or paid cash dividends on its capital
stock and no cash dividends are presently contemplated.
Parent is subject to the informational filing requirements of the Exchange
Act and in accordance therewith files periodic reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. Parent is required to disclose in such proxy
statements certain information, as of particular dates, concerning its directors
and officers, their remuneration, stock options granted to them, the principal
holders of its securities and any material interests of such persons in
11
<PAGE> 14
transactions with Parent. Such reports, proxy statements and other information
should be available for inspection and copying at the offices of the Commission
in the same manner as set forth with respect to the Company in Section 7.
Except as described in this Offer to Purchase, (i) neither Parent nor
Purchaser nor, to the best of their knowledge, any of the persons listed in
Schedule I hereto, nor any associate or majority-owned subsidiary of any of the
foregoing beneficially owns, or has any right to acquire, directly or
indirectly, any Shares and (ii) neither Parent nor Purchaser nor, to the best of
their knowledge, any of the persons or entities referred to above or any
director, executive officer or subsidiary of any of the foregoing, has effected
any transaction in Shares during the past 60 days.
Except as described in this Offer to Purchase, neither Parent nor Purchaser
nor, to the best of their knowledge, any of the persons listed in Schedule I
hereto, has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of the Company, including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or voting of such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of loans, guarantees against
loss, division of profits or loss or the giving or withholding of proxies.
Except as set forth in this Offer to Purchase, since February 1, 1996, neither
Parent, Purchaser nor, to the best of their knowledge, any of the persons listed
in Schedule I hereto, has had any business relationship or transaction with the
Company or any of its executive officers, directors, or affiliates that is
required to be reported under the rules and regulations of the Commission
applicable to the Offer. Except as set forth in this Offer to Purchase, since
February 1, 1996, there have been no contacts, negotiations or transactions
between Parent, Purchaser or any of their subsidiaries or, to the best knowledge
of Parent and Purchaser, any of the persons listed in Schedule I hereto, on the
one hand, and the Company or its affiliates, on the other hand, concerning a
merger, consolidation or acquisition, tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a material
amount of assets.
9. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by
Purchaser to purchase Shares pursuant to the Offer and to pay related fees and
expenses is estimated to be approximately $54.9 million. Purchaser will obtain
such funds through a capital contribution from Parent. Parent will obtain such
funds from its general corporate funds.
10. BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE
COMPANY. In early 1994, representatives of Bell Atlantic contacted
representatives of Parent to determine whether Parent was interested in
acquiring Bell Atlantic's subsidiary, Bell Atlantic Healthcare Systems, Inc.
Although Parent entered into a non-binding letter of intent with Bell Atlantic
with respect to a possible acquisition, Parent ultimately elected not to pursue
the acquisition.
On April 19, 1994, HCS Holdings Corp. acquired all of the stock of Bell
Atlantic Healthcare Systems, Inc. for $7 million in cash. After the acquisition,
Bell Atlantic Healthcare Systems, Inc. was renamed Oacis Healthcare Systems,
Inc. and HCS Holdings Corp. was renamed Oacis Healthcare Holdings Corp.
During the years following the acquisition, Parent and the Company entered
into a range of commercial relationships, including an agreement between Parent
and Oacis Healthcare Systems, Inc. (the "License Agreement") dated January 29,
1996 pursuant to which Parent licensed to Oacis Healthcare Systems, Inc. certain
technology which is currently marketed under the name "Enterprise Member Patient
Index" or "EMPI" and which was at the time being developed by Parent. In
consideration of the grant of the license and in accordance with the License
Agreement the Company made one payment in the amount of $400,000 in 1997 and one
payment in the amount of $300,000 in 1998 to Parent.
On August 7, 1998, Tracy Trent, Group Senior Vice President of Parent, met
with Jim McCord, the Company's Chief Executive Officer, to discuss various
aspects of the commercial relationships between Parent and the Company.
In mid-October, 1998 Covington informed Parent that the Company was
exploring strategic alternatives and inquired as to Parent's potential interest
in acquiring the Company. On November 4, 1998, Parent and the Company entered
into a non-disclosure agreement and Parent began its due diligence review of the
Company.
12
<PAGE> 15
On November 24, 1998, the Company's management team made a presentation to
a group of executives of Parent.
Throughout the remainder of November and December, representatives of
Parent, the Company and Covington held discussions regarding a range of
financial and operational aspects of a potential acquisition transaction. In
addition, Parent indicated to the Company that it would proceed with an
acquisition of the Company only if certain principal stockholders of the Company
executed agreements pursuant to which such stockholders would agree, among other
things, to support any acquisition of the Company by Parent.
Between January 5, 1999 and January 8, 1999, representatives of Parent and
the Company had further discussions concerning the proposed structure of a
possible acquisition. On January 8, 1999, the Board of Directors of Parent
initially considered the possible acquisition of the Company and gave tentative
approval for Parent to enter into formal negotiations with the Company.
On January 15, 1999, Parent and the Company entered into an agreement (the
"Exclusivity Agreement") requiring the Company to cease all discussions and
negotiations with other parties and, subject to certain exceptions, to negotiate
exclusively with Parent until no later than February 15, 1999. The Exclusivity
Agreement also provided that the Company would reimburse Parent for expenses
incurred by Parent in the event the Company failed to engage in good faith
negotiations or if, in accordance with the fiduciary duties of the Company's
Board of Directors, the Company engaged in discussions with another potential
bidder. On February 13, 1999, the Company extended the exclusivity period from
February 15, 1999 to February 19, 1999. During this period, Parent and the
Company continued negotiations, and Parent continued its due diligence
investigation.
On February 11, 1999, the Executive Committee of Parent's Board of
Directors (the "Executive Committee") held a meeting by teleconference to
consider further the potential acquisition of the Company. At such meeting, the
Executive Committee approved an acquisition of the Company by Parent, subject to
the final approval of the terms and conditions of the transaction by J. Robert
Beyster, Chairman, Chief Executive Officer and President of Parent.
Between January 15, 1999 and February 21, 1999, Parent conducted additional
due diligence and the Company, Covington, Cooley Godward LLP, the Company's
counsel ("Company Counsel"), Parent and Davis Polk & Wardwell, Parent's counsel,
had numerous discussions and continued negotiations with respect to the purchase
price, the draft of the definitive agreement, employment-related issues and
other material terms and conditions of the transaction.
On February 20, 1999, Dr. Beyster met with, among others, management
members of the Parent's Health Solutions Group to discuss further the terms and
conditions of the transaction and the resolution of certain due diligence items
and, based upon such discussions, approved the Merger Agreement, the Stockholder
Agreements and other related documents.
On February 21, 1999, the Merger Agreement and the Stockholder Agreements
were executed. The transaction was publicly announced on February 22, 1999.
11. THE MERGER AGREEMENT; OTHER ARRANGEMENTS.
MERGER AGREEMENT
The following is a summary of the Merger Agreement, a copy of which is
filed as an Exhibit to the Schedule 14D-1. Such summary is qualified in its
entirety by reference to the Merger Agreement.
The Offer. The Merger Agreement provides for the making of the Offer. The
obligation of Purchaser to accept for payment or pay for Shares tendered
pursuant to the Offer is subject to the satisfaction of the Minimum Condition
and certain other conditions that are described in Section 16. Purchaser has
agreed that no change in the Offer may be made which changes the form of
consideration to be paid or decreases the price per Share or the number of
Shares sought in the Offer or which imposes conditions to the Offer in addition
to the Minimum Condition and those conditions described in Section 16. Purchaser
may, without the consent of the Company, (i) extend the Offer, if at any
scheduled or extended expiration date of the Offer any of the
13
<PAGE> 16
conditions set forth in Section 16 below or the Minimum Condition is not
satisfied or waived, (ii) extend the Offer for any period required by any rule,
regulation, interpretation or position of the Commission or the staff thereof
applicable to the Offer or any period required by applicable law and (iii)
extend the Offer on one or more occasions, if on such expiration date there has
not been validly tendered in accordance with the term of the Offer and not
withdrawn at least a majority of the outstanding Shares. For a description of
Purchaser's right to extend the period of time during which the Offer is open
and to amend, delay or terminate the Offer, see Sections 15 and 16.
The Merger. The Merger Agreement provides that, upon the terms and subject
to the conditions thereof, at the time at which the Company and Purchaser file a
Certificate of Merger with the Secretary of State of the State of Delaware (the
"Certificate of Merger") or at such later time as is specified in the
Certificate of Merger (the "Effective Time"), Purchaser shall be merged with and
into the Company in accordance with Delaware Law. As a result of the Merger, the
separate corporate existence of the Purchaser will cease and the Company will be
the Surviving Corporation.
At the Effective Time, (i) each Share held in the treasury of the Company
or owned by Parent or any Subsidiary thereof (including Purchaser) shall be
canceled, and no payment shall be made with respect thereto; (ii) each share of
common stock of Purchaser then outstanding shall be converted into and become
one share of common stock of the Surviving Corporation with the same rights,
powers and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of the Surviving Corporation; and (iii) each
Share outstanding immediately prior to the Effective Time shall, except as
otherwise provided in (i) above and except Shares as to which appraisal rights
have been properly exercised under Delaware Law, be converted into the right to
receive $4.45 per Share in cash, without interest (the "Merger Consideration").
At the Effective Time, the certificate of incorporation of Purchaser in
effect at the Effective Time shall be the certificate of incorporation of the
Surviving Corporation until amended in accordance with applicable law, except
that the name of the Surviving Corporation shall be "Oacis Healthcare Holdings
Corp." The bylaws of Purchaser in effect at the Effective Time shall be the
bylaws of the Surviving Corporation until amended in accordance with applicable
law. From and after the Effective Time, until successors are duly elected or
appointed and qualified in accordance with applicable law, (a) the directors of
Purchaser at the Effective Time shall be the directors of the Surviving
Corporation and (b) the officers of the Company at the Effective Time shall be
the officers of the Surviving Corporation.
Stock Options. The Merger Agreement provides that at the Effective Time,
each option to purchase Shares outstanding under any employee stock option or
compensation plan or arrangement of the Company (other than the Company's 1996
Employee Stock Purchase Plan (the "Stock Purchase Plan")), whether or not such
option is then yet vested or exercisable, shall be canceled and Parent will pay
the option holder in cash at the Effective Time for each option an amount
determined by multiplying (i) the excess, if any, of the Merger Consideration
over the applicable exercise price per share of such option by (ii) the number
of Shares to which such option relates.
Employee Stock Purchase Plan. The Merger Agreement provides that as of the
Effective Time, the Stock Purchase Plan shall be terminated. Parent shall pay
each participant under such Stock Purchase Plan in cash at the Effective Time an
amount determined by multiplying (i) the Merger Consideration per Share by (ii)
the number of shares such participant could have purchased under the Stock
Purchase Plan based on his or her account balance under such Stock Purchase Plan
immediately prior to the Effective Time. After the Effective Time, employees of
the Company will be eligible to participate in Parent's 1998 Employee Stock
Purchase Plan.
Stockholder Meeting; Proxy Material. The Merger Agreement provides that the
Company shall cause a meeting of its stockholders to be duly called and held as
soon as reasonably practicable following the consummation of the Offer for the
purpose of voting on the approval and adoption of the Merger Agreement, unless a
vote is not required under Delaware Law. Subject to fiduciary obligations under
applicable law as advised in writing by Company Counsel, the Board of Directors
of the Company shall recommend such approval and adoption of the Merger
Agreement. In connection with such meeting, the Company will (a) promptly
prepare and file with the Commission, will use its best efforts to have cleared
by the Commission
14
<PAGE> 17
and will thereafter mail to its stockholders as promptly as practicable the
Company's proxy statement and all other proxy materials for such meeting, (b)
use its best efforts to obtain the necessary approvals by its stockholders of
the Merger Agreement and the Merger and (c) otherwise comply with all legal
requirements applicable to such meeting.
Dissenting Shares. Notwithstanding any provision of the Merger Agreement to
the contrary, Shares that are outstanding immediately prior to the Effective
Time and which are held by a stockholder who has not voted in favor of the
Merger or consented thereto in writing and who has demanded appraisal for such
Shares in accordance with Delaware Law shall not be converted into the right to
receive the consideration otherwise payable in the Merger, unless such
stockholder fails to perfect or withdraws or otherwise loses his right to
appraisal. If after the Effective Time such stockholder fails to perfect or
withdraws or loses his right to appraisal, such Shares shall be treated as if
they had been converted as of the Effective Time into a right to receive the
consideration otherwise payable in the Merger. The Company shall give Parent
prompt notice of any demands received by the Company for the appraisal of
Shares, and Parent shall have the right to participate in all negotiations and
proceedings with respect to such demands. The Company shall not, except with the
prior written consent of Parent, make any payment with respect to, or settle or
offer to settle, any such demands.
Agreements of Parent, Purchaser and the Company. The Merger Agreement
provides that effective upon acceptance for payment by Purchaser pursuant to the
Offer of a number of Shares that satisfies the Minimum Condition, Parent shall
be entitled, subject to compliance with Section 14(f) of the Exchange Act, to
designate the number of directors, rounded up to the next whole number, on the
Company's Board of Directors that equals the product of (i) the total number of
directors on the Company's Board of Directors (giving effect to the election of
any additional directors pursuant to this paragraph) multiplied by (ii) the
percentage that the number of Shares beneficially owned by Parent (including
Shares accepted for payment) bears to the total number of Shares outstanding.
The Company has agreed in the Merger Agreement to take all actions necessary to
cause Parent's designees to be elected as directors of the Company, including
increasing the size of the Board or securing the resignations of incumbent
directors. The Company will use its best efforts to cause individuals designated
by Parent to constitute the same percentage as such individuals represent on the
Company's Board of Directors of (a) each committee of the Board and (b) each
board of directors (and committee thereof) of each Subsidiary. Notwithstanding
the foregoing, the Company shall use its best efforts to cause at least two
members of the Company's Board of Directors as of the date of the Merger
Agreement who are not employees of the Company to remain members of the Board of
Directors until the Effective Time.
If Parent exercises its right to designate directors, Parent currently
intends to designate one or more of the following persons to serve as directors
of the Company: J. Robert Beyster, David A. Cox, John E. Glancy, William A.
Roper, Jr., Tracy Trent, Peter N. Pavlics, Douglas E. Scott, J. Dennis Heipt,
Kevin A. Werner. The foregoing information and certain other information
contained in this Offer to Purchase and Schedule I hereto and in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
being mailed to stockholders herewith are being provided in accordance with the
requirements of Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
Pursuant to the Merger Agreement, the Company shall cause a meeting of its
stockholders (the "Company Stockholder Meeting") to be duly called and held as
soon as reasonably practicable following consummation of the Offer for the
purpose of voting on the approval and adoption of the Merger Agreement, unless a
vote shall not be required under Delaware Law. The directors of the Company
shall, except as may be required in order to comply with the fiduciary duties of
the Board of Directors under applicable law, recommend approval and adoption of
this Agreement by the Company's stockholders.
The Merger Agreement provides that the Company will promptly prepare and
file with the Commission under the Exchange Act a proxy statement relating to
the Company Stockholder Meeting (the "Company Proxy Statement"). The Company has
agreed to use its best efforts to obtain the necessary approvals by its
stockholders of the Merger Agreement and the transactions contemplated thereby
and to otherwise comply with all legal requirements applicable to the Company
Stockholder Meeting.
15
<PAGE> 18
The Merger Agreement provides that, during the period from the date of the
Merger Agreement and until the Effective Time, the Company and the Subsidiaries
(as hereinafter defined) shall conduct their business in the ordinary course
consistent with past practice and shall use their best efforts to preserve
intact their business organizations and relationships with third parties and to
keep available the services of their present officers and employees. In
addition, from the date of the Merger Agreement until the Effective Time:
(a) the Company will not adopt or propose any change in its
Certificate of Incorporation or bylaws;
(b) the Company will not, and will not permit any Subsidiary to, merge
or consolidate with any other Person or acquire a material amount of assets
of any other Person (as hereinafter defined);
(c) the Company will not, and will not permit any Subsidiary to, sell,
lease, license or otherwise dispose of any material assets or property
except (i) pursuant to existing contracts or commitments and (ii) in the
ordinary course consistent with past practice;
(d) the Company will not, and will not permit any Subsidiary to,
settle or compromise any suit or claims or threatened suit or claim
relating to the transactions contemplated by the Merger Agreement;
(e) the Company will not, and will not permit any Subsidiary to (i)
take, agree or commit to take any action that would make any representation
and warranty of the Company contained in the Merger Agreement inaccurate in
any respect at, or as of any time prior to, the Effective Time or (ii) omit
or agree or commit to omit to take any action necessary to prevent any such
representation or warranty from being inaccurate in any respect at any
time; and
(f) the Company will not, and will not permit any Subsidiary to, agree
or commit to do any of the foregoing.
"Person" means an individual, corporation, limited liability company,
partnership, association, trust or any other entity or organization, including a
government or political subdivision or any agency or instrumentality thereof and
"Subsidiary" means any corporation or other entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are directly or
indirectly owned by the Company.
The Company has agreed in the Merger Agreement that, from the date of the
Merger Agreement until the termination thereof, the Company and the Subsidiaries
and the officers, directors, employees or other agents of the Company and the
Subsidiaries will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal (as hereinafter defined) or (ii)
except as may be required, in response to an unsolicited bona fide written
Acquisition Proposal, in order to comply with the fiduciary duties of the Board
of Directors of the Company under applicable law as advised in writing by
Company Counsel, engage in negotiations with, or disclose any nonpublic
information relating to the Company or any Subsidiary or afford access to the
properties, books or records of the Company or any Subsidiary to, any Person.
The Company has agreed that it will promptly (and in no event later than 24
hours after receipt of the relevant Acquisition Proposal) notify (which notice
shall be provided orally and in writing and shall identify the Person making the
relevant Acquisition Proposal and set forth the material terms thereof) Parent
after (i) the Company has received any Acquisition Proposal, (ii) the Company
has been advised that any Person is considering making an Acquisition Proposal
or (iii) the Company has received any request for nonpublic information relating
to the Company or any Subsidiary, or for access to the properties, books or
records of the Company or any Subsidiary, by any Person. The Company has agreed
to keep Parent fully informed of the status and details of any such Acquisition
Proposal or request. In addition, the Company has agreed that it shall not
engage in negotiations with, or disclose any nonpublic information to, any such
Person unless it receives from such Person an executed confidentiality agreement
with terms no less favorable to the Company than the Mutual Non-Disclosure
Agreement (as hereinafter defined) between Parent and the Company. The Company
has further agreed that it shall, and shall cause its Subsidiaries and the
Company's directors, officers, employees, financial advisors and other agents or
representatives to, cease immediately and cause to be terminated all activities,
discussions or negotiations, if any, with any Persons conducted prior to the
date of the Merger Agreement with respect to any Acquisition Proposal.
"Acquisition Proposal" means any offer or proposal for a merger or other
business combination involving the Company or any Subsidiary or the
16
<PAGE> 19
acquisition of any equity interest in, or a substantial portion of the assets
of, the Company or any Subsidiary, other than the transactions contemplated by
the Merger Agreement; however, Acquisition Proposal shall not include sales of
products or services made in the ordinary course of business consistent with
past practices.
Parent, Purchaser and the Company have agreed that for six years after the
Effective Time, Parent will cause the Surviving Corporation to indemnify and
hold harmless the present and former officers and directors of the Company in
respect of acts or omissions occurring prior to the Effective Time to the extent
provided under the Company's Certificate of Incorporation and bylaws in effect
on the date of the Merger Agreement, provided that such indemnification shall be
subject to any limitation imposed from time to time under applicable law. In
addition, Parent has agreed that for six years after the Effective Time, Parent
will cause the Surviving Corporation to use its best efforts to provide
officers' and directors' liability insurance in respect of acts or omissions
occurring prior to the Effective Time covering each such Person currently
covered by the Company's officers' and directors' liability insurance policy on
terms with respect to coverage and amount no less favorable than those of such
policy in effect on the date of the Merger Agreement. Parent will not be
obligated to cause the Surviving Corporation to pay premiums in excess of 150%
of the amount per annum the Company paid in the twelve months ended December 31,
1998, which is $140,431.
Representations and Warranties. The Merger Agreement contains customary
representations and warranties of the parties thereto including representations
by the Company as to its corporate existence and power, corporate authorization,
governmental authorization, non-contravention, capitalization, subsidiaries,
Commission filings, financial statements, disclosure documents, absence of
certain changes, certain material contracts, absence of undisclosed material
liabilities, litigation, taxes, employee matters, compliance with laws, finders'
fees, patents and other proprietary rights, real property, environmental matters
and year 2000 compliance.
Conditions to the Merger. The Merger Agreement provides that the respective
obligations of each party to consummate the Merger are subject to the
satisfaction of the following conditions:
(a) if required by Delaware Law, the Merger Agreement shall have been
adopted by the stockholders of the Company in accordance with such law;
(b) any applicable waiting period under the HSR Act relating to the
Merger shall have expired or been terminated;
(c) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the Merger;
and
(d) Parent shall have purchased Shares pursuant to the Offer.
Termination. The Merger Agreement provides that it may be terminated and
the Merger may be abandoned at any time prior to the Effective Time,
notwithstanding any approval of the Merger Agreement by the stockholders of the
Company:
(a) by mutual written consent of the Company and Parent;
(b) by either the Company or Parent, if the Offer has not been
consummated by June 30, 1999;
(c) by either the Company or Parent, if there shall be any law or
regulation that makes consummation of the Offer or the Merger illegal or
otherwise prohibited or if any judgment, injunction, order or decree
enjoining Parent or the Company from consummating the Offer or the Merger
is entered and such judgment, injunction, order or decree shall become
final and nonappealable;
(d) by Parent, if the Merger Agreement shall not have been approved
and adopted by a majority of the Shares entitled to vote as required under
Delaware Law by reason of the failure to obtain the required vote at a duly
held meeting of stockholders or any adjournment thereof;
(e) by Parent, in the event of any breach by any stockholder of any of
such stockholder's obligations under any of the Stockholder Agreements;
17
<PAGE> 20
(f) by Parent, if (i) the Company shall have entered into, or shall
have publicly announced its intention to enter into, an agreement with
respect to any Acquisition Proposal, or (ii) the Board of Directors of the
Company shall have withdrawn or modified in a manner adverse to Parent such
Board approval or recommendation of the Offer or the Merger;
(g) by Parent, if the Company shall have breached or failed to observe
or perform certain representations or obligations under the Merger
Agreement; or
(h) by the Company, upon payment to Parent of a fee (as described
below under "Fees and Expenses"), if prior to a duly called meeting of the
stockholders of the Company for the purpose of voting on the approval and
adoption of the Merger Agreement, the Board of Directors of the Company
shall have withdrawn or modified in a manner adverse to Parent its approval
or recommendation of the Offer or the Merger in order to permit the Company
to execute an agreement in connection with an Acquisition Proposal with
respect to the Company which the Board of Directors of the Company
determines in good faith (based on the presentation of an investment
banking firm of national reputation) to be more favorable to the Company's
stockholders than the Merger.
In the event of the termination of the Merger Agreement, the Merger
Agreement provides that it will become void and of no effect with no liability
thereunder on the part of any party thereto except that (a) the provisions of
the Merger Agreement related to fees and expenses (as described below under
"Fees and Expenses") and certain other provisions of the Merger Agreement shall
survive termination and (b) no such termination shall relieve any party of any
liability or damages resulting from any breach by that party of the Merger
Agreement.
Fees and Expenses. The Merger Agreement provides that all costs and
expenses incurred in connection with the Merger Agreement shall be paid by the
party incurring such costs and expenses. Notwithstanding the above, the Merger
Agreement provides that the Company shall pay Parent a fee in immediately
available funds equal to $2,500,000 promptly, but in no event later than two
business days, if:
(i) the Merger Agreement is terminated in accordance with clauses (e)
through (h) under "Termination" above; or
(ii) (A) prior to the termination of the Merger Agreement, an
Acquisition Proposal is commenced, publicly proposed or publicly disclosed
and (B) the Merger Agreement is terminated pursuant to (b) or (d) under
"Termination" above.
Amendments; No Waivers. The Merger Agreement provides that any provision of
the Merger Agreement may be amended or waived prior to the Effective Time if,
and only if, such amendment or waiver is in writing and signed, in the case of
an amendment, by the Company, Parent and Purchaser or, in the case of a waiver,
by the party against whom the waiver is to be effective; provided that after the
adoption of the Merger Agreement by the stockholders of the Company, no such
amendment or waiver shall, without the further approval of such stockholders,
alter or change (i) the amount or kind of consideration to be received in
exchange for any shares of capital stock of the Company, (ii) any term of the
certificate of incorporation of the Surviving Corporation or (iii) any of the
terms or conditions of the Merger Agreement if such alteration or change would
adversely affect the holders of any shares of capital stock of the Company.
The Merger Agreement also provides that failure or delay by any party in
exercising any right, power or privilege under the Merger Agreement shall not
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in the Merger
Agreement are cumulative and not exclusive of any rights or remedies provided by
law.
THE STOCKHOLDER AGREEMENTS
The following is a summary of the Stockholder Agreements entered into
between Purchaser and the following stockholders of the Company: Information
Partners Capital Fund, L.P., BCIP Associates, BCIP Trust Associates, L.P.,
Sutter Hill Ventures, InterWest Partners V, L.P., IMS Health Incorporated,
Sequoia
18
<PAGE> 21
Capital Growth Fund, Sequoia Technology Partners III, WPG Enterprise Fund II,
L.L.C., and Weiss, Peck & Greer Venture Associates III, L.L.C. (each a
"Stockholder"), copies of which are filed as Exhibits to the Schedule 14D-1. The
following summary is qualified in its entirety by reference to the Stockholder
Agreements.
Agreement to Tender. Pursuant to the Stockholder Agreements, each
Stockholder irrevocably and unconditionally agrees to validly tender (and not
withdraw), pursuant to and in accordance with the terms of the Offer, all of the
shares of capital stock of the Company that such Stockholder beneficially owns
as of the date of the Stockholder Agreement as well as any additional shares of
capital stock of the Company that such Stockholder may beneficially own, whether
acquired by purchase, exercise of options or otherwise, at any time after the
date of the Stockholder Agreement and prior to the expiration of the Offer, as
the expiration of the Offer may be extended from time to time (the "Stockholder
Shares"). Within five business days after the commencement of the Offer, such
Stockholder shall deliver to the Depositary (i) a letter of transmittal with
respect to the Stockholder Shares complying with the terms of the Offer, (ii)
certificates representing all of the Stockholder Shares and (iii) all other
documents or instruments required to be delivered pursuant to the terms of the
Offer.
Voting Agreements. Pursuant to the Stockholder Agreements, each Stockholder
irrevocably and unconditionally agrees to vote or cause to be voted all shares
that such Stockholder is entitled to vote at the time any vote of the
stockholders of the Company is taken on such matters in favor of the approval
and adoption of the Merger Agreement and in favor of the transactions
contemplated thereby and (ii) against any (A) Acquisition Proposal (other than
the Merger), (B) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction involving the Company, (C)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (D) other matter relating to, or in connection with, any of
the matters referred to in clause (A), (B) or (C) above.
Grant of Proxy. Pursuant to the Stockholder Agreements, each Stockholder
irrevocably and unconditionally grants a proxy appointing Purchaser as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by the section
on "Voting Agreement" above as Purchaser or its proxy or substitute shall, in
Purchaser's sole discretion, deem proper with respect to the Shares.
Other Offers. According to the Stockholder Agreements, from the date
thereof until the termination thereof, each Stockholder and the officers,
directors, employees or other agents of such Stockholder will not, directly or
indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal or (ii) engage in negotiations with, or disclose any
nonpublic information relating to the Company or any Subsidiary or afford access
to the properties, books or records of the Company or any Subsidiary to any
Person. Stockholder will promptly (and in no event later than 24 hours after
receipt of the relevant Acquisition Proposal) notify (which notice shall be
provided orally and in writing and shall identify the Person making the relevant
Acquisition Proposal and set forth the material terms thereof) Purchaser after
(i) such Stockholder has received any Acquisition Proposal, (ii) such
Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books or records of the Company or any Subsidiary, by any
Person. Stockholder will keep Purchaser fully informed of the status and details
of any such Acquisition Proposal or request. Stockholder shall, and shall cause
its directors, officers, employees, financial advisors and other agents or
representatives to, cease immediately and cause to be terminated all activities,
discussions or negotiations, if any, with any Persons conducted heretofore with
respect to any Acquisition Proposal.
Representations and Warranties. The Stockholder Agreements contain
customary representations and warranties of the parties thereto.
No Proxies for or Encumbrances on Stockholder Shares. Except pursuant to
the terms of the Stockholder Agreements, each Stockholder agrees that, without
the prior written consent of Purchaser, such Stockholder will not, directly or
indirectly, (i) grant any proxies or enter into any voting trust or other
19
<PAGE> 22
agreement or arrangement with respect to the voting of any Shares or (ii) sell,
assign, transfer, encumber, mortgage or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance, mortgage or other
disposition of, any Stockholder Shares during the term of the Stockholder
Agreements.
Appraisal Rights. Each Stockholder agrees not to exercise any rights
(including, without limitation, under Section 262 of the General Corporation Law
of the State of Delaware) to demand appraisal of any Stockholder Shares which
may arise with respect to the Merger.
Amendments; Termination. Any provision of the Stockholder Agreements may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party or in the case of a waiver,
by the party against whom the waiver is to be effective. Each Stockholder
Agreement will terminate on the earlier to occur of the consummation of the
Merger or 18 months after the date of the Stockholder Agreement.
EMPLOYMENT MATTERS
On February 19, 1999, Parent concluded retention letter agreements (the
"Retention Letter Agreements") with several employees of the Company, namely
with Louis Bunz, John Churin, Louis Delzompo, Stephen Ghiglieri, Jim Kennick,
Richard Larsen, Jim McCord, and Lee Ann Slinkard. The agreements provide for,
among other things, the employee's 1999 salary, guaranteed bonus and employee
benefits as well as a special retention package. On February 19, 1999 and
February 20, 1999 Parent also concluded non-solicitation agreements (the
"Non-Solicitation Agreements") with the employees named above, which provide,
among other things, that, if the employee ceases to be employed by the Company
or by Parent, the employee shall not solicit any person employed by the Company
or by Parent to terminate such person's employment. On February 20, 1999, the
Company, Oacis Healthcare Systems, Inc. and John Kingery entered into an
amendment to executive severance benefits agreement (the "Amendment to Executive
Severance Benefits Agreement") providing for, among other things, termination of
Mr. Kingery's employment with the Company and payment to him of severance in the
gross amount of $325,000. Copies of the Retention Letter Agreements, the
Non-Solicitation Agreements and the Amendment to Executive Severance Benefits
Agreement are filed as Exhibits to the Schedule 14D-1 and the foregoing summary
is qualified in its entirety by reference to the agreements.
MUTUAL NON-DISCLOSURE AGREEMENT
Parent and the Company executed a mutual non-disclosure agreement on
November 4, 1998 (the "Mutual Non-Disclosure Agreement"). Each party has agreed
therein that at all times until termination or expiration of the Mutual
Non-Disclosure Agreement it will hold in strict confidence and not disclose to
any third party confidential information of the other party, except as approved
in writing by such other party, and will use confidential information for no
purpose other than evaluating or pursuing a business relationship with the other
party. A copy of such agreement is filed as an Exhibit to the Schedule 14D-1 and
the foregoing summary is qualified in its entirety by reference to such
agreement.
EXCLUSIVITY AGREEMENT
In the Exclusivity Agreement entered into on January 15, 1999 by Parent and
the Company, the Company, subject to certain exceptions, agreed to negotiate
exclusively with Parent with respect to a possible acquisition of the Company
until February 15, 1999. The Exclusivity Agreement also provided that the
Company would reimburse Parent for expenses incurred by Parent in the event the
Company failed to engage in good faith negotiations or if, in accordance with
the fiduciary duties of the Company's Board of Directors, the Company engaged in
discussions with another potential bidder. On February 13, 1999, the Company
extended the exclusivity period from February 15, 1999 to February 19, 1999. A
copy of such agreement and the amendment letter are filed as Exhibits to the
Schedule 14D-1 and the foregoing summary is qualified in its entirety by
reference to such agreement and amendment.
20
<PAGE> 23
12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. The purpose of the Offer
is to acquire control of, and the entire equity interest in, the Company.
Purchaser currently intends, as soon as practicable after consummation of the
Offer, to consummate the Merger.
In connection with its consideration of the Offer, Purchaser has made a
preliminary review, and will continue to review, on the basis of available
information, various possible business strategies that it might consider in the
event that it acquires control of the Company. Such strategies are expected to
include the integration of certain assets or lines of business of the Company
with those of Purchaser. If Purchaser acquires Shares pursuant to the Offer, and
depending upon the number of Shares so acquired, Purchaser intends to conduct a
detailed review of the Company and its assets, businesses, operations,
properties, policies, corporate structure, capitalization and the
responsibilities and qualifications of the Company's management and personnel
and consider what, if any, changes Purchaser deems desirable in light of the
circumstances which then exist.
The Board of Directors of the Company has approved and adopted the Merger
and the Merger Agreement. Depending upon the number of Shares purchased by
Purchaser pursuant to the Offer, the Board may be required to submit the Merger
Agreement to the Company's stockholders for approval at a stockholder's meeting
convened for that purpose in accordance with Delaware Law. If stockholder
approval is required, the Merger Agreement must be approved by a majority of all
votes entitled to be cast at such meeting.
If the Minimum Condition is satisfied, Purchaser will have sufficient
voting power to approve the Merger Agreement at the Company Stockholder Meeting
without the affirmative vote of any other stockholder. If Purchaser acquires at
least 90% of the Shares pursuant to the Offer, the Merger may be consummated
without a stockholders' meeting and without the approval of the Company's
stockholders. Under Delaware Law, holders of Shares do not have appraisal rights
as a result of the Offer. In connection with the Merger, however, stockholders
of the Company may have the right to dissent and demand appraisal of their
Shares under Delaware Law. Dissenting stockholders who comply with the
applicable statutory procedures under Delaware Law will be entitled to receive a
judicial determination of the fair value of their Shares (exclusive of any
element of value arising from the accomplishment or expectation of such merger
or similar business combination) and to receive payment of such fair value in
cash. Any such judicial determination of the fair value of the Shares could be
based upon considerations other than or in addition to the price paid in the
Merger and the market value of the Shares. In Weinberger v. UOP, Inc., the
Delaware Supreme Court stated, among other things, that "proof of value by any
techniques or methods which are generally considered acceptable in the financial
community and otherwise admissible in court" should be considered in an
appraisal proceeding. Stockholders should recognize that the value so determined
could be higher or lower than the price per Share paid pursuant to the Offer or
the consideration per Share paid in such a merger or other similar business
combination. Moreover, Purchaser may argue in an appraisal proceeding that, for
purposes of such a proceeding, the fair value of the Shares is less than the
price paid in the Offer.
In addition, several decisions by Delaware courts have held that, in
certain circumstances a controlling stockholder of a company involved in a
merger has a fiduciary duty to other stockholders which requires that the merger
be fair to such other stockholders. In determining whether a merger is fair to
minority stockholders, Delaware courts have considered, among other things, the
type and amount of consideration to be received by the stockholders and whether
there was fair dealing among the parties. The Delaware Supreme Court stated in
Weinberger and Rabkin v. Philip A. Hunt Chemical Corp. that the remedy
ordinarily available to minority stockholders in a cash-out merger is the right
to appraisal described above. However, a damages remedy or injunctive relief may
be available if a merger is found to be the product of procedural unfairness,
including fraud, misrepresentation or other misconduct.
On February 20, 1999, John Kingery, Fred Goad, Dennis Sisco and Jim McCord
resigned from the Company's Board of Directors effective upon the purchase of
the Shares tendered in the Offer. In addition, the Stockholder Agreements
provide that each stockholder party to such agreement shall cause all directors
affiliated with such stockholder to resign from the Company's Board of Directors
upon the consummation of
21
<PAGE> 24
the Offer. Such resignations are sufficient for Parent to designate up to eight
out of nine directors of the Company following the consummation of the Offer.
Except as described above or elsewhere in this Offer to Purchase, Purchaser
has no present plans or proposals that would relate to or result in an
extraordinary corporate transaction involving the Company or any of its
subsidiaries (such as a merger, reorganization, liquidation or relocation of any
operations), any sale or transfer of a material amount of assets of the Company
or any of its subsidiaries, any change in the Company's Board of Directors or
management, any material change in the Company's capitalization or dividend
policy or any other material change in the Company's corporate structure or
business.
13. EFFECT OF THE OFFER ON THE MARKET FOR SHARES; STOCK QUOTATIONS;
REGISTRATION UNDER THE EXCHANGE ACT. The purchase of Shares pursuant to the
Offer will reduce the number of Shares that might otherwise trade publicly and
may reduce the number of holders of Shares, which could adversely affect the
liquidity and market value of the remaining Shares held by stockholders other
than Purchaser. Purchaser cannot predict whether the reduction in the number of
Shares that might otherwise trade publicly would have an adverse or beneficial
effect on the market price for, or marketability of, the Shares or whether such
reduction would cause future market prices to be greater or less than the Offer
price.
Depending upon the number of Shares purchased pursuant to the Offer, the
Shares may no longer meet the standards for continued inclusion in the Nasdaq
National Market. If, as a result of the purchase of Shares pursuant to the
Offer, the Shares no longer meet the criteria for continuing inclusion in the
Nasdaq National Market, the market for the Shares could be adversely affected.
According to Nasdaq's published listing requirements, in order for the Shares to
be eligible for continued inclusion in the Nasdaq National Market, there must
continue to be, among other things, a public float of 750,000 shares, held by at
least 400 stockholders (round lot holders), with a market value of at least $5
million. If the Shares were no longer eligible for inclusion in the Nasdaq
National Market, they may nevertheless continue to be included in the Nasdaq
SmallCap Market unless, among other things, the public float was less than
500,000 shares, or there were fewer than 300 stockholders (round lot holders) in
total, or the market value of public float was less than $1 million. If the
Shares are no longer eligible for inclusion in the Nasdaq National Market or the
Nasdaq SmallCap Market, the Shares might still be quoted on the OTC Bulletin
Board.
The Shares are currently "margin securities" under the regulations of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of such Shares. Depending upon factors similar to those
described above regarding listing and market quotations, the Shares might no
longer constitute "margin securities" for the purposes of the Federal Reserve
Board's margin regulations and, therefore, could no longer be used as collateral
for loans made by brokers.
The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application of the Company to the Commission
if the Shares are neither listed on a national securities exchange nor held by
300 or more holders of record. Termination of the registration of the Shares
under the Exchange Act would substantially reduce the information required to be
furnished by the Company to holders of Shares and to the Commission and would
make certain of the provisions of the Exchange Act, such as the short-swing
profit recovery provisions of Section 16(b), the requirement of furnishing a
proxy statement pursuant to Section 14 in connection with a stockholder's
meeting and the related requirement of an annual report to stockholders and the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions, no longer applicable to the Shares. Furthermore,
"affiliates" of the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such securities pursuant to
Rule 144 promulgated under the Securities Act of 1933. If registration of the
Shares under the Exchange Act were terminated, the Shares would no longer be
"margin securities" or eligible for listing or Nasdaq reporting. Purchaser
intends to seek to cause the Company to terminate registration of the Shares
under the Exchange Act as soon after consummation of the Offer as the
requirements for termination of registration of the Shares are met.
14. DIVIDENDS AND DISTRIBUTIONS. If on or after February 21, 1999, the
Company should (i) split, combine or otherwise change the Shares or its
capitalization, (ii) acquire or otherwise cause a reduction in the
22
<PAGE> 25
number of outstanding Shares or (iii) issue or sell any additional Shares (other
than Shares issued pursuant to and in accordance with the terms in effect on
February 21, 1999 of employee stock options), shares of any other class or
series of capital stock, other voting securities or any securities convertible
into, or options, rights, or warrants, conditional or otherwise, to acquire any
of the foregoing, then, without prejudice to Purchaser's rights under Sections
15 and 16, Purchaser may, in its sole discretion, make such adjustments in the
purchase price and other terms of the Offer as it deems appropriate including
the number or type of securities to be purchased.
If, on or after February 21, 1999, the Company should declare or pay any
dividend on the Shares or any distribution with respect to the Shares (including
the issuance of additional Shares or other securities or rights to purchase any
securities) that is payable or distributable to stockholders of record on a date
prior to the transfer to the name of Purchaser or its nominee or transferee on
the Company's stock transfer records of the Shares purchased pursuant to the
Offer, then, without prejudice to Purchaser's rights under Sections 15 and 16,
(i) the purchase price per Share payable by Purchaser pursuant to the Offer will
be reduced to the extent of any such cash dividend or distribution and (ii) the
whole of any such non-cash dividend or distribution to be received by the
tendering stockholders will (a) be received and held by the tendering
stockholders for the account of Purchaser and will be required to be promptly
remitted and transferred by each tendering stockholder to the Depositary for the
account of Purchaser, accompanied by appropriate documentation of transfer, or
(b) at the direction of Purchaser, be exercised for the benefit of Purchaser, in
which case the proceeds of such exercise will promptly be remitted to Purchaser.
Pending such remittance and subject to applicable law, Purchaser will be
entitled to all rights and privileges as owner of any such non-cash dividend or
distribution or proceeds thereof and may withhold the entire purchase price or
deduct from the purchase price the amount or value thereof, as determined by
Purchaser in its sole discretion.
The Merger Agreement prohibits the Company from taking any of the foregoing
actions without Parent's consent.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. Purchaser reserves
the right, at any time or from time to time, in its sole discretion and
regardless of whether or not any of the conditions specified in Section 16 shall
have been satisfied, (i) to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Depositary and by
making a public announcement of such extension or (ii) subject to the terms of
the Merger Agreement, to amend the Offer in any respect by making a public
announcement of such amendment. There can be no assurance that Purchaser will
exercise its right to extend or amend the Offer.
If Purchaser decreases the percentage of Shares being sought or increases
or decreases the consideration to be paid for Shares pursuant to the Offer and
the Offer is scheduled to expire at any time before the expiration of a period
of 10 business days from, and including, the date that notice of such increase
or decrease is first published, sent or given in the manner specified below, the
Offer will be extended until the expiration of such period of 10 business days.
If Purchaser makes a material change in the terms of the Offer (other than a
change in price or percentage of securities sought) or in the information
concerning the Offer, or waives a material condition of the Offer, Purchaser
will extend the Offer, if required by applicable law, for a period sufficient to
allow stockholders to consider the amended terms of the Offer. In a published
release, the Commission has stated that in its view an offer must remain open
for a minimum period of time following a material change in the terms of such
offer and that the waiver of a condition such as the Minimum Condition is a
material change in the terms of an offer. The release states that an offer
should remain open for a minimum of five business days from the date the
material change is first published, sent or given to security holders, and that
if material changes are made with respect to information that approaches the
significance of price and share levels, a minimum of 10 business days may be
required to allow adequate dissemination and investor response. The term
"business day" shall mean any day other than Saturday, Sunday or a federal
holiday and shall consist of the time period from 12:01 A.M. through 12:00
Midnight, New York City time.
Purchaser also reserves the right, in its sole discretion, in the event any
of the conditions specified in Section 16 shall not have been satisfied and so
long as Shares have not theretofore been accepted for payment,
23
<PAGE> 26
to delay (except as otherwise required by applicable law) acceptance for payment
of or payment for Shares or to terminate the Offer and not accept for payment or
pay for Shares.
If Purchaser extends the period of time during which the Offer is open, is
delayed in accepting for payment or paying for Shares or is unable to accept for
payment or pay for Shares pursuant to the Offer for any reason, then, without
prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf
of Purchaser, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in Section 3. The reservation by Purchaser of the
right to delay acceptance for payment of or payment for Shares is subject to
applicable law, which requires that Purchaser pay the consideration offered or
return the Shares deposited by or on behalf of stockholders promptly after the
termination or withdrawal of the Offer.
Any extension, termination or amendment of the Offer will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which Purchaser may choose to make any public announcement, Purchaser
will have no obligation (except as otherwise required by applicable law) to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service. In the case of an
extension of the Offer, Purchaser will make a public announcement of such
extension no later than 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date.
16. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer, subject to the terms of the Merger Agreement, Purchaser is not
required to accept for payment or pay for any Shares tendered pursuant to the
Offer, and may terminate the Offer, if (i) the Minimum Condition has not been
satisfied by June 30, 1999, (ii) the applicable waiting period under the HSR Act
shall not have expired or been terminated by June 30, 1999, or (iii) at any time
on or after February 21, 1999 and prior to the acceptance for payment of Shares,
any of the following conditions exist:
(a) there shall be threatened, instituted or pending any action, suit,
investigation or proceeding (collectively a "Proceeding") (1) by any
Person, foreign or domestic (except a government or governmental authority
or agency, domestic or foreign (each, a "Governmental Authority")), if
there is a reasonable possibility that such Proceeding will be decided in
such Person's favor or (2) by any Governmental Authority, in any case,
before any court or governmental authority or agency, domestic or foreign,
(i) challenging or seeking to make illegal, to delay materially or
otherwise directly or indirectly to restrain or prohibit the making of the
Offer, the acceptance for payment of or payment for some of or all the
Shares pursuant to the Offer or the consummation of the Merger, seeking to
obtain material damages or otherwise directly or indirectly relating to the
transactions contemplated by the Offer or the Merger, (ii) seeking to
restrain or prohibit Parent's ownership or operation (or that of its
subsidiaries or Affiliates, as hereinafter defined) of all or any material
portion of the business or assets of the Company and the Subsidiaries,
taken as a whole, or of Parent and its subsidiaries, taken as a whole, or
to compel Parent or any of its subsidiaries or Affiliates to dispose of or
hold separate all or any material portion of the business or assets of the
Company and the Subsidiaries, taken as a whole, or of Parent and its
subsidiaries, taken as a whole, (iii) seeking to impose or confirm material
limitations on the ability of Parent or any of its subsidiaries or
Affiliates effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote any Shares acquired or
owned by Parent or any of its subsidiaries or Affiliates on all matters
properly presented to the Company's stockholders, (iv) seeking to require
divestiture by Parent or any of its subsidiaries or Affiliates of any
Shares, or (v) that otherwise would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (as hereinafter
defined) on the Company and its subsidiaries, taken as a whole, or Parent
and its subsidiaries, taken as a whole; or
(b) there shall be any action taken, or any statute, rule, regulation,
injunction, order or decree proposed, enacted, enforced, promulgated,
issued or deemed applicable to the Offer or the Merger, by any court,
government or governmental authority or agency, domestic or foreign other
than the application of the waiting period provisions of the HSR Act to the
Offer or the Merger that is reasonably likely, directly or indirectly, to
result in any of the consequences referred to in clauses (i) through (v) of
paragraph (a) above; or
24
<PAGE> 27
(c) the Company shall have breached or failed to perform in any
material respect any of its covenants or agreements under the Merger
Agreement, or any of the representations and warranties of the Company set
forth in the Merger Agreement shall not be true when made or at any time
prior to consummation of the Offer as if made at and as of such time;
provided, however, that in the event that the Company's representations
regarding year 2000 compliance are not true, then Parent shall be required
to accept for payment and pay for all Shares validly tendered and not
withdrawn, so long as the Company has (i) cured such inaccuracy prior to
the consummation of the Offer or (ii) demonstrated to Parent that such
inaccuracy can be cured without having a Material Adverse Effect on the
Company and its Subsidiaries, taken as a whole; or
(d) the Company shall have entered into, or shall have publicly
announced its intention to enter into, an agreement or an agreement in
principle with respect to any Acquisition Proposal or the Board of
Directors of the Company shall have withdrawn or modified in a manner
adverse to Parent the Board's approval or recommendation of the Offer or
the Merger; or
(e) any Person or group (as defined in Section 13(d)(3) of the
Exchange Act) (other than Parent, the Purchaser or any Affiliate thereof)
shall have acquired beneficial ownership (as defined in Rule 13d-3
promulgated under the Exchange Act) of a majority of the outstanding Shares
through the acquisition of stock, the formation of a group or otherwise, or
shall have been granted any option, right or warrant, conditional or
otherwise, to acquire beneficial ownership of more than 50% of the Shares;
or
(f) the Merger Agreement shall have been terminated in accordance with
its terms,
which in the reasonable judgment of Parent in any such case, and regardless of
the circumstances (including any action or omission by Parent) giving rise to
any such condition, makes it inadvisable to proceed with such acceptance for
payment or payment. "Affiliate" of any Person means any other Person
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, by contract or otherwise and a "Material Adverse Effect" is a
circumstance which could, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the condition (financial or
otherwise), business, assets, results of operations or prospects of the Company
and the Subsidiaries taken as a whole or Parent and its subsidiaries taken as a
whole, as the case may be.
The foregoing conditions are for the sole benefit of Parent and Purchaser
and may, subject to the terms of the Merger Agreement, be waived by Parent and
Purchaser in whole or in part at any time and from time to time in their
discretion. The failure by Parent or Purchaser at any time to exercise any of
the foregoing rights shall not be deemed a waiver of any such right, the waiver
of any such right with respect to particular facts and circumstances shall not
be deemed a waiver with respect to any other facts and circumstances, and each
such right shall be deemed an ongoing right that may be asserted at any time and
from time to time prior to the Effective Time.
17. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
General. Purchaser is not aware of any material pending legal proceeding
relating to the Offer. Based on its examination of publicly available
information filed by the Company with the Commission and other publicly
available information concerning the Company, Purchaser is not aware of any
governmental license or regulatory permit that appears to be material to the
Company's business that might be adversely affected by Purchaser's acquisition
of Shares as contemplated herein or, except as set forth below, of any approval
or other action by any government or governmental administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by Purchaser as contemplated herein. Should
any such approval or other action be required, Purchaser currently contemplates
that, except as described below under "State Takeover Statutes" below, such
approval or other action will be sought. There can be no assurance that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that if such approvals were not obtained or
such other actions were not taken adverse consequences might not result to the
Company's business or certain parts of the Company's business might not have to
be disposed of, any of which could cause Purchaser to elect to terminate the
Offer without
25
<PAGE> 28
the purchase of Shares thereunder. Purchaser's obligation under the Offer to
accept for payment and pay for Shares is subject to certain conditions. See
Section 16.
State Takeover Statutes. A number of states have adopted laws which
purport, to varying degrees, to apply to attempts to acquire corporations that
are incorporated in, or which have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws. Except as
described herein, Purchaser does not know whether any of these laws will, by
their terms, apply to the Offer or any merger or other business combination
between Purchaser or any of its affiliates and the Company and has not complied
with any such laws. To the extent that certain provisions of these laws purport
to apply to the Offer or any such merger or other business combination,
Purchaser believes that there are reasonable bases for contesting such laws.
In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States
(the "Supreme Court") invalidated on constitutional grounds the Illinois
Business Takeover Statute which, as a matter of state securities law, made
takeovers of corporations meeting certain requirements more difficult. However,
in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that
the State of Indiana could, as a matter of corporate law, constitutionally
disqualify a potential acquiror from voting shares of a target corporation
without the prior approval of the remaining stockholders where, among other
things, the corporation is incorporated in, and has a substantial number of
stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex
Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes
were unconstitutional insofar as they apply to corporations incorporated outside
Oklahoma in that they would subject such corporations to inconsistent
regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a Federal District
Court in Tennessee ruled that four Tennessee takeover statutes were
unconstitutional as applied to corporations incorporated outside Tennessee. This
decision was affirmed by the United States Court of Appeals for the Sixth
Circuit.
If any government official or third party should seek to apply any state
takeover law to the Offer or the Merger or other merger or business combination
between Purchaser or any of its affiliates and the Company, Purchaser will take
such action as then appears desirable, which action may include challenging the
applicability or validity of such statute in appropriate court proceedings. In
the event it is asserted that one or more state takeover statutes is applicable
to the Offer or the Merger and an appropriate court does not determine that it
is inapplicable or invalid as applied to the Offer or the Merger, Purchaser
might be required to file certain information with, or to receive approvals
from, the relevant state authorities or holders of Shares, and Purchaser might
be unable to accept for payment or pay for Shares tendered pursuant to the
Offer, or be delayed in continuing or consummating the Offer or the Merger. In
such case, Purchaser may not be obligated to accept for payment or pay for any
tendered Shares. See Sections 15 and 16.
Antitrust. Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated unless certain information has been
furnished to the Antitrust Division of the Department of Justice (the "Antitrust
Division") and the FTC and certain waiting period requirements have been
satisfied. The purchase of Shares pursuant to the Offer is subject to such
requirements.
Pursuant to the requirements of the HSR Act, Purchaser expects to file a
Notification and Report Form with respect to the Offer and Merger with the
Antitrust Division and the FTC on or about March 8, 1999. As a result, the
waiting period applicable to the purchase of Shares pursuant to the Offer is
expected to expire at 11:59 P.M., New York City time, 15 days after the such
filing. However, prior to such time, the Antitrust Division or the FTC may
extend the waiting period by requesting additional information or documentary
material relevant to the Offer from Purchaser. If such a request is made, the
waiting period will be extended until 11:59 P.M., New York City time, on the
tenth day after substantial compliance by Purchaser with such request.
Thereafter, such waiting period can be extended only by court order.
A request is being made pursuant to the HSR Act for early termination of
the waiting period applicable to the Offer. There can be no assurance, however,
that the applicable 15-day HSR Act waiting period will be
26
<PAGE> 29
terminated early. Shares will not be accepted for payment or paid for pursuant
to the Offer until the expiration or early termination of the applicable waiting
period under the HSR Act. See Section 16. Any extension of the waiting period
will not give rise to any withdrawal rights not otherwise provided for by
applicable law. See Section 3. If Purchaser's acquisition of Shares is delayed
pursuant to a request by the Antitrust Division or the FTC for additional
information or documentary material pursuant to the HSR Act, the Offer may, but
need not, be extended.
The Antitrust Division and the FTC scrutinize the legality under the
antitrust laws of transactions such as the acquisition of Shares by Purchaser
pursuant to the Offer. At any time before or after the consummation of any such
transactions, the Antitrust Division or the FTC could take such action under the
antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the purchase of Shares pursuant to the Offer or
seeking divestiture of the Shares so acquired or divestiture of substantial
assets of Parent or the Company. Private parties (including individual states)
may also bring legal actions under the antitrust laws. Purchaser does not
believe that the consummation of the Offer will result in a violation of any
applicable antitrust laws. However, there can be no assurance that a challenge
to the Offer on antitrust grounds will not be made, or if such a challenge is
made, what the result will be. See Section 16 for certain conditions to the
Offer, including conditions with respect to litigation and certain governmental
actions and Section 11 for termination rights in connection with certain
proceedings.
Appraisal Rights. If the Merger is consummated, stockholders of the Company
may have the right to dissent and demand appraisal of their Shares under
Delaware Law. See Section 12. Under Delaware Law, dissenting stockholders who
comply with the applicable statutory procedures will be entitled to receive a
judicial determination of the fair value of their Shares (exclusive of any
element of value arising from the accomplishment or expectation of the Merger)
and to receive payment of such fair value in cash, together with a fair rate of
interest, if any. Any such judicial determination of the fair value of the
Shares could be based upon considerations other than or in addition to the price
paid in the Offer, the consideration per Share to be paid in the Merger and the
market value of the Shares, including asset values and the investment value of
the Shares. Stockholders should recognize that the value so determined could be
higher or lower than the price per Share paid pursuant to the Offer or the
consideration per Share to be paid in the Merger.
Other. Based upon Purchaser's examination of publicly available information
concerning the Company, it appears that the Company and its Subsidiaries conduct
business in a number of foreign countries. In connection with the acquisition of
Shares pursuant to the Offer, the laws of certain of these foreign countries may
require the filing of information with, or the obtaining of the approval of,
governmental authorities therein. After commencement of the Offer, Purchaser
will seek further information regarding the applicability of any such laws and
currently intends to take such action as they may require, but no assurance can
be given that such approvals will be obtained. If any action is taken prior to
completion of the Offer by any such government or governmental authority,
Purchaser may not be obligated to accept for payment or pay for any tendered
Shares. See Sections 15 and 16.
18. FEES AND EXPENSES. Merrill Lynch is acting as Dealer Manager in
connection with the Offer. Parent and Purchaser have agreed to pay the Dealer
Manager reasonable and customary compensation in connection with the Offer. In
addition, Parent and Purchaser have agreed to indemnify Merrill Lynch against
certain liabilities, including certain liabilities under the federal securities
laws.
Parent has retained D.F. King & Co., Inc. to act as the Information Agent
and ChaseMellon Shareholder Services, L.L.C., to act as the Depositary in
connection with the Offer. The Information Agent may contact holders of Shares
by mail, telephone, telex, telegraph and personal interviews and may request
brokers, dealers and other nominee stockholders to forward materials relating to
the Offer to beneficial owners. The Information Agent and the Depositary each
will receive reasonable and customary compensation for their respective
services, will be reimbursed for certain out-of-pocket expenses and will be
indemnified against certain liabilities in connection therewith, including
certain liabilities under the federal securities laws.
Neither Parent nor Purchaser will pay any fees or commissions to any broker
or dealer or any other person (other than the Dealer Manager, the Information
Agent and the Depositary) for soliciting tenders of Shares pursuant to the
Offer. Brokers, dealers, commercial banks and trust companies will, upon
request, be
27
<PAGE> 30
reimbursed by Parent or Purchaser for reasonable and necessary costs and
expenses incurred by them in forwarding materials to their customers.
19. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the laws of such jurisdiction. However, Purchaser may, in its discretion, take
such action as it may deem necessary to make the Offer in any such jurisdiction
and extend the Offer to holders of Shares in such jurisdiction.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR
IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, furnishing certain additional
information with respect to the Offer. The Schedule 14D-1 and any amendments
thereto, including exhibits, may be examined and copies may be obtained from the
offices of the Commission in the manner set forth in Section 7 of this Offer to
Purchase (except that such information will not be available at the regional
offices of the Commission).
OSCAR ACQUISITION CORPORATION
February 26, 1999
28
<PAGE> 31
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The name, business address,
present principal occupation or employment and five-year employment history of
each director and executive officer of Parent and certain other information are
set forth below. Unless otherwise indicated below, the address of each director
and officer is Science Applications International Corporation, 10260 Campus
Point Drive, San Diego, California 92121. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to employment with
Parent. All directors and officers listed below are citizens of the United
States. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYER AND
NAME AND BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
- ------------------------------------------ --------------------------------------------------------
<S> <C>
</TABLE>
D. P. Andrews*................ Corporate Executive Vice President since
January 1998 and a Director since October
1996. Mr. Andrews has held various positions
with Parent since 1993, including serving as
Executive Vice President for Corporate
Development from October 1995 to January 1998.
Prior to joining Parent, Mr. Andrews served as
Assistant Secretary of Defense from 1989 to
1993.
D. W. Baldwin................. Senior Vice President and Treasurer since
January 1997. Mr. Baldwin has held various
positions with Parent since 1978, including
serving as a Senior Vice President from 1992.
J. R. Beyster*................ Chairman of the Board, Chief Executive Officer
and a Director of Parent since the Company was
founded and President of Parent since 1998.
Dr. Beyster is also a member of the Board of
Directors of Purchaser and a director of
Network Solutions, Inc.
V. N. Cook*................... Director since 1990. Mr. Cook joined Parent in
1991 and served as Vice Chairman of the Board
from 1992 to 1994. Mr. Cook was associated
with IBM for 26 years until his retirement in
1989. Mr. Cook held several executive
positions at IBM, including Vice President of
IBM's Asia Pacific Corporation and President
of IBM Federal System Division. He is also a
member of the Board of Directors of KFX, Inc.
and the Chairman of Visions International,
Inc., an industry consulting firm.
D. A. Cox..................... Executive Vice President since January 1998.
Mr. Cox has held various positions with Parent
since 1988, including serving as a Sector Vice
President from 1996 to 1998. He is also
President and a member of the Board of
Directors of Purchaser.
W. H. Demisch*................ Director since 1990. Mr. Demisch has been a
Managing Director of BT Alex. Brown since
1993. From 1988 to 1993, he was Managing
Director of UBS Securities, Inc.
D. W. Dorman*................. Director since 1998. President and Chief
Executive Officer of PointCast Incorporated
("PointCast") since November 1997 and Chairman
of the Board of PointCast since February 1998.
Previously, Mr. Dorman was the Executive Vice
President of SBC Communications, Inc., a
diversified telecommunications company, from
August 1997 to November 1997, and the
President and Chief Executive Officer of
Pacific Bell Corporation ("Pacific Bell")
since July 1994 and Chairman of the Board of
Pacific Bell since March 1996. Prior thereto,
he was associated with Sprint Corporation for
13 years, during which time he held several
management positions, most recently as
President of Sprint Business Services from
1993 to 1994. Mr. Dorman is also a member of
the Board of Directors of 3Com Corporation and
Scientific Atlantic Corporation.
W. A. Downing*................ Director since 1996. General Downing, USA
(Ret.) joined Parent as a part-time employee
in March 1996. General Downing retired
<PAGE> 32
from the United States Army in 1996. Prior to
his retirement, General Downing served as the
Commander in Chief of U.S. Special Operations
Command. General Downing has also served as
the Commanding General of U.S. Army Special
Operations Command and Commanding General of
Joint Special Operations Command. General
Downing is also a member of the Board of
Directors of NOVAVAX.
J. E. Glancy*................. Corporate Executive Vice President since
January 1994 and a Director of Parent since
July 1994. Dr. Glancy has held various
positions with Parent since 1976, including
serving as a Sector Vice President from 1991
to 1994. Dr. Glancy is also a director of
Network Solutions, Inc.
J. D. Heipt................... Senior Vice President for Administration and
Secretary of Parent since 1984. Mr. Heipt has
held various positions with Parent since 1979.
Mr. Heipt is also a director of Network
Solutions, Inc.
B. R. Inman*.................. Director since 1982. Admiral Inman, USN (Ret.)
joined Parent in 1990 as a part-time employee
and, in that capacity, advises Parent on a
wide variety of strategic planning issues.
Admiral Inman was the Chairman of the Board,
President and Chief Executive Officer of
Westmark Systems, Inc., an electronics
industry holding company, from 1986 through
1989. From 1983 to 1986, Admiral Inman served
as Chairman, President and Chief Executive
Officer of Microelectronics and Computer
Technology Corporation. Admiral Inman retired
from the United States Navy in 1982. During
his career as a United States Naval Officer,
Admiral Inman served in a number of high-level
positions in the U.S. Government, including
Director of the National Security Agency and
Deputy Director of Central Intelligence.
Admiral Inman is also a member of the Board of
Directors of Fluor Corporation, SBC
Communications, Inc., Temple-Inland, Inc. and
Xerox Corporation.
A. K. Jones*.................. Director since 1998.(1) Dr. Jones has been a
professor at the University of Virginia since
1989. From 1993 to 1997, Dr. Jones was on
leave of absence from the University to serve
as Director Defense Research and Engineering
in the U.S. Department of Defense.
H. M. J. Kraemer*............. Director since 1997. Mr. Kraemer has served as
the President of Baxter International, Inc.
("Baxter"), a health-care products, systems
and services company, since April 1997. Prior
thereto, Mr. Kraemer served as the Senior Vice
President and Chief Financial Officer of
Baxter from November 1993 to April 1997 and as
the Vice President of Finance and Operations
of Baxter from 1990 to 1993. Mr. Kraemer is
also a member of the Board of Directors of
Comdisco, Inc. and MedPartners, Inc.
C. B. Malone*................. Director since 1993. Ms. Malone has served as
the President of Financial & Management
Consulting, Inc., a consulting company, since
1982. Ms. Malone is also a member of the Board
of Directors of Dell Computer Corporation,
Hannaford Bros. Co., Hasbro, Inc., Houghton
Mifflin Company, The Limited Inc., Lafarge
Corporation, Lowe's Companies, Mallinckrodt
Group and Union Pacific Resources Corporation.
J. W. McRary*................. Director since 1972.(2) Dr. McRary is the
Chairman of the Board, President and Chief
Executive Officer of Microelectronics and
Computer Technology Corporation, a corporation
involved in research and development of
advanced computer architecture, software
technology, component packaging and
computer-aided design and manufacturing. Dr.
McRary was an employee of Parent from 1971 to
1994 and served in various capacities,
including serving as a Vice Chairman of the
Board from 1988 to 1994.
I-2
<PAGE> 33
P. N. Pavlics................. Senior Vice President since January 1997 and
Controller of Parent since 1993. Mr. Pavlics
has held various positions with Parent since
1985, including serving as a Corporate Vice
President from 1993 to January 1997.
S. D. Rockwood*............... Executive Vice President of Parent since April
1997 and Director of Parent since 1996. Dr.
Rockwood has held various positions with
Parent since 1986, including serving as a
Sector Vice President from 1987 to April 1997.
W. A. Roper, Jr............... Senior Vice President and Chief Financial
Officer of Parent since 1990. Mr. Roper is
also Chief Financial Officer and a member of
the Board of Directors of Purchaser. Mr. Roper
is also a director of Network Solutions, Inc.
R. A. Rosenberg............... Executive Vice President of Parent since 1992.
Mr. Rosenberg has held various positions with
the Company since 1987.
D. E. Scott................... Senior Vice President since January 1997 and
General Counsel of Parent since 1992. Mr.
Scott has held various positions with Parent
since, 1987, including serving as a Corporate
Vice President from 1992 to January 1997.
R. C. Smith*.................. Chief Executive Officer and a Director of Bell
Communications Research, Inc., a wholly-owned
subsidiary of the Company ("Bellcore"), since
January 1998 and a Director of Parent since
April 1998. Prior to joining Bellcore, Mr.
Smith was the Senior Vice President -- Quality
Development and Public Relations for Sprint
Corporation from 1991 to January 1998.
E. A. Straker*................ Executive Vice President of Parent since 1994
and a Director since 1992. Dr. Straker has
held various positions with Parent since 1971,
including serving as a Sector Vice President
form 1986 to 1994.
M. E. Trout*.................. Director since 1995. Dr. Trout served as the
interim Chief Executive Officer of Cytran,
Inc., a bio-technology company, from April
1996 to July 1996. Prior thereto, Dr. Trout
was associated with American Healthcare
Systems, Inc. from 1986 until his retirement
in 1995. Prior to his retirement, Dr. Trout
served as Chairman, President and Chief
Executive Officer and is currently serving as
Chairman Emeritus of American Healthcare
Systems, Inc. He is also a member of the Board
of Directors of Baxter International, West Co.
and the UCSD Foundation and the Chairman of
the Board of Cytyc, Inc.
J. P. Walkush*................ Sector Vice President, Director since 1996.
Mr. Walkush joined Parent in 1976 and has
served in various capacities since that time.
He was elected as a Sector Vice President in
1994.
J. H. Warner, Jr.*............ Corporate Executive Vice President of Parent
since 1996 and Director since 1988. Dr. Warner
has held various positions with Parent since
1973, including serving as Executive Vice
President from 1989 to 1996.
J. A. Welch*.................. Director since 1984. Dr. Welch joined Parent
in July 1990 and is currently a part-time
employee involved in a number of scientific
endeavors and strategic planning issues. Dr.
Welch also serves as President of Jasper Welch
Associates, a consulting firm which he founded
in 1983. Prior thereto, Dr. Welch was a Major
General in the United States Air Force, from
which he retired in 1983 after serving for 31
years. Dr. Welch is also a member of the Board
of Directors of Millitech Corp.
J. B. Wiesler*................ Director since 1989. Mr. Wiesler was
associated with the Bank of America National
Trust and Savings Association from 1949 until
his retirement in 1987. Prior to his
retirement, Mr. Wiesler served in a number of
executive capacities with Bank of America Na-
I-3
<PAGE> 34
tional Trust and Savings Association,
including Vice Chairman, Head of Retail
Banking and Executive Vice President, Head of
North American Division.
A. T. Young*.................. Director since 1995. Mr. Young served as an
Executive Vice President of Lockheed Martin
Corp. from March 1995 to July 1995. Prior to
its merger with Lockheed Corporation, Mr.
Young served as the President and Chief
Operating Officer of Martin Marietta Corp.
from 1990 to 1995. Mr. Young is also on the
Board of Directors of the Dial Corporation,
the B.F. Goodrich Company and Potomac Electric
Power Company.
- ---------------
(1) Dr. Jones also served as a Director from June 1987 to May 1993.
(2) Dr. McRary did not serve as a Director in 1973.
2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, business address,
present principal occupation or employment and five-year employment history of
each director and executive officer of Purchaser and certain other information
are set forth below. Unless otherwise indicated below, the address of each
director and officer is Oscar Acquisition Corporation, 10260 Campus Point Drive,
San Diego, California 92121. All directors and officers listed below are
citizens of the United States. Directors are identified by an asterisk.
J. R. Beyster*................ Director of Purchaser since the company was
founded. Mr. Beyster is also the Chairman of
the Board, Chief Executive Officer and a
Director of Parent since Parent was founded
and President of Parent since 1998.
D. A. Cox*.................... President and Director of Purchaser since the
company was founded. Mr. Cox is also the
Executive Vice President of Parent since
January 1998. He has held various positions
with Parent since 1988, including serving as a
Sector Vice President from 1996 to 1998.
W. A. Roper, Jr.*............. Chief Financial Officer and Director of
Purchaser since the company was founded. Mr.
Roper is also Senior Vice President and Chief
Financial Officer of Parent since 1990.
T. Trent...................... Vice President of Purchaser since the company
was founded. Mr. Trent has held various
positions with Parent since 1993, including
serving as Vice President for Corporate
Development from July 1993 to October 1995,
Corporate Vice President for Corporate
Development from October 1995 to July 1997 and
Senior Vice President from July 1997 to
January 1998. Since January 1999, Mr. Trent
has been Group Senior Vice President of
Parent.
K.A. Werner................... Secretary of Purchaser since the company was
founded. Mr. Werner was a partner/shareholder
at the law firm of Seltzer Caplan Wilkins &
McMahon from 1990 to 1995. He was Corporate
Counsel of Parent from 1995 to 1997. Since May
1997, Mr. Werner has been Associate General
Counsel of Parent.
I-4
<PAGE> 35
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for Shares and any other required documents
should be sent to the Depositary at one of the addresses set forth below:
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg
Attn: Reorganization Attn: Reorganization Ridgefield Park, NJ 07660
Department Department Attn: Reorganization
Department
</TABLE>
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm By Telephone:
(201) 296-4860
Questions or requests for assistance or additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the Information Agent
or the Dealer Manager at their respective addresses and telephone numbers set
forth below. Stockholders may also contact their broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 431-9642
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8971 (Call Collect)
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
OACIS HEALTHCARE HOLDINGS CORP.
PURSUANT TO THE OFFER TO PURCHASE
DATED FEBRUARY 26, 1999
BY
OSCAR ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED.
To: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Depositary
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg
Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660
Attn: Reorganization Department
</TABLE>
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm By Telephone:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(hereinafter referred to as the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in Section 2 of the Offer to Purchase.
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 2 of the Offer to Purchase. See Instruction 2.
<PAGE> 2
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the
Depositary are being tendered.
See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
Account No. at The Depository Trust Company
Transaction Code No.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which Guaranteed Delivery
If delivery is by book-entry transfer:
Name of Tendering Institution
Account No. at The Depository Trust Company
Transaction Code No.
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Oscar Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications
International Corporation ("Parent"), the above-described shares of Common
Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings
Corp. (the "Company"), pursuant to Purchaser's offer to purchase all outstanding
Shares at a price of $4.45 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated as of
February 26, 1999, receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which together constitute the "Offer"). Tendering stockholders
will not be obligated to pay brokerage fees or commissions or, except as set
forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares pursuant to the Offer. Purchaser and Parent will pay all
charges and expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Dealer Manager"), ChaseMellon Shareholder Services, L.L.C. (the "Depositary")
and D.F. King & Co., Inc. (the "Information Agent") incurred in connection with
the Offer. Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates the right to purchase
Shares tendered pursuant to the Offer.
Upon the terms and subject to the terms and conditions of the Offer and
effective upon acceptance for payment of and payment for the Shares tendered
herewith, the undersigned hereby sells, assigns and transfers to or upon the
order of Purchaser all right, title and interest in and to all the Shares that
are being tendered hereby (and any and all other Shares or other securities
issued or issuable in respect thereof on or after February 21, 1999) and
appoints the Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and all such other Shares or
securities), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares (and all such other Shares or securities), or
transfer ownership of such Shares (and all such other Shares or securities) on
the account books maintained by the Book-Entry Transfer Facility, together, in
any such case, with all accompanying evidences of transfer and authenticity, to
or upon the order of Purchaser, (b) present such Shares (and all such other
Shares or securities) for transfer on the books of the Company and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and all such other Shares or securities), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints J. R. Beyster, D. A. Cox and W.
A. Roper, Jr. and each of them, the attorneys and proxies of the undersigned,
each with full power of substitution, to exercise all voting and other rights of
the undersigned in such manner as each such attorney and proxy or his substitute
shall in his sole discretion deem proper, with respect to all of the Shares
tendered hereby which have been accepted for payment by Purchaser prior to the
time of any vote or other action (and any and all other Shares or other
securities issued or issuable in respect thereof on or after February 21, 1999),
at any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned meeting), by written consent or otherwise. This
proxy is irrevocable and is granted in consideration of, and is effective upon,
the acceptance for payment of such Shares by Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other proxy or
written consent granted by the undersigned at any time with respect to such
Shares (and all such other Shares or securities), and no subsequent proxies will
be given or written consents will be executed by the undersigned (and if given
or executed, will not be deemed to be effective).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities issued or
issuable in respect thereof on or after February 21, 1999) and that when the
same are accepted for payment by Purchaser, Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and all such other Shares
or securities).
3
<PAGE> 4
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and
Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account at
the Book-Entry Transfer Facility designated above). Similarly, unless otherwise
indicated under "Special Delivery Instructions", please mail the check for the
purchase price of any Shares purchased and any certificates for Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased and return any Shares not tendered or not purchased in the
name(s) of, and mail said check and any certificates to, the person(s) so
indicated. The undersigned recognizes that Purchaser has no obligation, pursuant
to the "Special Payment Instructions", to transfer any Shares from the name of
the registered holder(s) thereof if Purchaser does not accept for payment any of
the Shares so tendered.
4
<PAGE> 5
------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding
tax required to be withheld) or certificates for Shares not tendered or
not purchased are to be issued in the name of someone other than the
undersigned.
Issue: [ ] check
[ ] certificate(s) to:
Name
----------------------------------------------------
(Please Print)
Address
--------------------------------------------------
------------------------------------------------------------
(Zip Code)
------------------------------------------------------------
(Taxpayer Identification No.)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased (less the amount of any federal income and backup withholding
tax required to be withheld) or certificates for Shares not tendered or
not purchased are to be mailed to someone other than the undersigned or to
the undersigned at an address other than that shown below the
undersigned's signature(s)
Mail: [ ] check
[ ] certificate(s) to:
Name
----------------------------------------------------
(Please Print)
Address
--------------------------------------------------
------------------------------------------------------------
(Zip Code)
------------------------------------------------------------
(Taxpayer Identification No.)
------------------------------------------------------------
5
<PAGE> 6
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
- --------------------------------------------------------------------------------
Dated-------------------------------- , 1999
Name(s)-------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Capacity (full title)
--------------------------------------------------------------
Address
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and
Telephone Number --------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
Name of Firm -------------------------------------------------------------------
Authorized Signature------------------------------------------------------------
Dated-------------------------------- , 1999
6
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
PAYER: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I TAXPAYER IDENTIFICATION NO. -- FOR ALL ACCOUNTS PART II FOR PAYEES EXEMPT FROM
FORM W-9 BACKUP WITHHOLDING (SEE
ENCLOSED GUIDELINES)
DEPARTMENT OF THE TREASURY Enter your taxpayer ------------------------------
INTERNAL REVENUE SERVICE identification number in SOCIAL SECURITY NUMBER
PAYER'S REQUEST FOR the appropriate box. For ------------------------------
TAXPAYER IDENTIFICATION NO. most individuals and sole OR
proprietors, this is your
social security number.
For other entities, it is
your Employer
Identification Number. If
you do not have a number,
see How to Obtain a TIN
in the enclosed
Guidelines.
Note: If the account is ------------------------------
in more than one name, EMPLOYER IDENTIFICATION NUMBER
see the chart on page 2 ------------------------------
of the enclosed
Guidelines to determine
what number to enter.
- ---------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION. -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to
me), and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of
all reportable payments made to me thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) Any other information provided on this form is true, correct and complete.
YOU MUST CROSS ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE
OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN AND YOU HAVE NOT RECEIVED A NOTICE FROM THE IRS ADVISING YOU THAT
BACKUP WITHHOLDING HAS TERMINATED.
- ---------------------------------------------------------------------------------------------------------------------------------
SIGNATURE DATE , 1999
--------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
member of a recognized Medallion Program approved by The Securities Transfer
Associations, Inc. (an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed
by the registered holder(s) of the Shares (which term, for purposes of this
document, shall include any participant in one of the Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of
Shares) tendered herewith and such holder(s) have not completed the instruction
entitled "Special Payment Instructions" on this Letter of Transmittal or (b) if
such Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if delivery of Shares is to be made by book-entry
transfer pursuant to the procedures set forth in Section 2 of the Offer to
Purchase. Certificates for all physically delivered Shares, or a confirmation of
a book-entry transfer into the Depositary's account at one of the Book-Entry
Transfer Facility of all Shares delivered electronically, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof or, in
the case of a book-entry transfer, an Agent's Message) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth on the front page of this Letter of Transmittal
by the Expiration Date. Stockholders who cannot deliver their Shares and all
other required documents to the Depositary by the Expiration Date must tender
their Shares pursuant to the guaranteed delivery procedure set forth in Section
2 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be
made by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by
Purchaser must be received by the Depositary by the Expiration Date and (c) the
certificates for all physically delivered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at one of the Book-Entry
Transfer Facility of all Shares delivered electronically, as well as a properly
completed and duly executed Letter of Transmittal (or facsimile thereof or, in
the case of a book-entry delivery, an Agent's Message) and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") National Market System trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in Section 2 of
the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
facsimile thereof), the tendering stockholder waives any right to receive any
notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. Partial Tenders (not applicable to stockholders who tender by book-entry
transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares which are to
be tendered in the box entitled "Number of Shares Tendered". In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
8
<PAGE> 9
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Purchaser of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be returned in the name of, any
person other than the registered holder(s), or if a transfer tax is imposed for
any reason other than the sale or transfer of Shares to Purchaser pursuant to
the Offer, then the amount of any stock transfer taxes (whether imposed on the
registered holder(s), such other person or otherwise) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted herewith.
7. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this Letter of Transmittal or if the check or any certificates for
Shares not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Stockholders tendering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account at the Book-Entry Transfer Facility as such stockholder may
designate under "Special Payment Instructions". If no such instructions are
given, any such Shares not purchased will be returned by crediting the account
at the Book-Entry Transfer Facility designated above.
8. Substitute Form W-9. Under the federal income tax laws, the Depositary
will be required to withhold 31% of the amount of any payments made to certain
stockholders pursuant to the Offer. In order to avoid such backup withholding,
each tendering stockholder, and, if applicable, each other payee, must provide
the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a stockholder or payee is an individual, the taxpayer
identification number is the Social Security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
stockholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain stockholders or payees (including, among others, all
corporations) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on the
Substitute Form W-9. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Shares are held in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
9
<PAGE> 10
Stockholders who are non-resident aliens or foreign entities not subject to
backup withholding must complete a Form W-8 Certificate of Foreign Status (and
not a Form W-9) and give the Depositary a completed Form W-8 prior to the
receipt of any payments to avoid backup withholding. Such Form W-8 may be
obtained from the Depositary.
Failure to complete the Substitute Form W-9 or Form W-8 will not, by
itself, cause Shares to be deemed invalidly tendered, but may require the
Depositary to withhold 31% of the amount of any payments made pursuant to the
Offer. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained provided that the required information is
furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN
THE SUBSTITUTE FORM W-9 OR FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
9. Requests for Assistance or Additional Copies. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may be
obtained from the Information Agent or the Dealer Manager at their respective
addresses or telephone numbers set forth below.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
(DO NOT WRITE IN SPACES BELOW)
- ------------------------------------------------------------------------------
Dated Received
- ------------------------------------------------------------------------------
Accepted By
----------------------------------------------------------------------------
Checked By
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SHARES SHARES SHARES CHECK AMOUNT SHARES CERTIFICATE BLOCK
SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED NO. NO.
- ------------------------------------------------------------------------------
Gr.
--------
Net
--------
- ------------------------------------------------------------------------------
Delivery Prepared By
- ------------------------------------------------------------------------------
Checked By
----------------------------------------------------------------------------
Date
----------------------------------------------------------------------------
----------------------------------------------------------------------------
</TABLE>
10
<PAGE> 11
The Information Agent is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 431-9642
The Dealer Manager is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8971 (Call Collect)
<PAGE> 12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- SOCIAL SECURITY NUMBERS HAVE NINE DIGITS SEPARATED BY TWO HYPHENS:
I.E. 000-00-0000. EMPLOYER IDENTIFICATION NUMBERS HAVE NINE DIGITS SEPARATED BY
ONLY ONE HYPHEN: I.E. 00-0000000. THE TABLE BELOW WILL HELP DETERMINE THE NUMBER
TO GIVE THE PAYER.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ----------------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife(joint account) The actual owner of the
account or, if joint
funds, the first
individual on the
account(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the
minor is the only
contributor, the
minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent person(3)
minor, or incompetent person
7. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ----------------------------------------------------------------
<C> <S> <C>
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension The legal entity (Do
trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ----------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show your individual name. You may also enter your business name. You may
use either your Social Security Number or Employer Identification Number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office or Website of the Social
Security Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except those identified in item (9). For broker transactions,
payees listed in items (1) through (13) and a person registered under the
Investment Advisors Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under Sections 6041 and 6041A of the Internal
Revenue Code (the "Code") are generally exempt from backup withholding only if
made to payees described in items (1) through (7), except a corporation that
provides medical and health care services or bills and collects payments for
such services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
(1) A corporation.
(2) An organization exempt from tax under Section 501(a) of the Code, an IRA,
or a custodial account under Section 403(b)(7) of the Code if the account
satisfies the requirements of Section 401(f)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all items during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under Section 584(a) of the Code.
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporation
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under Section 664 of the Code or described in
Section 4947 of the Code.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under U.C. Section
1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations. Payments of interest not
generally subject to backup withholding include the following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
U.C. Section 852).
- Payments described in U.C. Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under U.C. Section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under U.C. Sections 6041,
6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if the shares of Common Stock, par value
$0.01 per share, of Oacis Healthcare Holdings Corp. and all other documents
required by the Letter of Transmittal cannot be delivered to the Depositary by
the expiration of the Offer. Such form may be delivered by hand or facsimile
transmission, telex or mail to the Depositary. See Section 2 of the Offer to
Purchase.
To: CHASEMELLON SHAREHOLDERS SERVICES, L.L.C., as Depositary
<TABLE>
<S> <C> <C>
By Mail: By Hand: By Overnight Delivery:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg
Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660
Attn: Reorganization Department
By Facsimile Transmission
(for Eligible Institutions
only):
(201) 296-4293
Confirm By Telephone:
(201) 296-4860
</TABLE>
Ladies and Gentlemen:
The undersigned hereby tenders to Oscar Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications
International Corporation, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated February 26, 1999 and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of which is hereby
acknowledged, ________ shares of Common Stock, par value $0.01 per share (the
"Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation, pursuant
to the guaranteed delivery procedure set forth in Section 2 of the Offer to
Purchase.
<TABLE>
<S> <C>
CERTIFICATE NOS. (IF AVAILABLE): SIGN HERE
- -------------------------------------------- --------------------------------------------
(SIGNATURE(S))
- -------------------------------------------- --------------------------------------------
If shares will be tendered by book-entry (NAME(S)) (PLEASE PRINT)
transfer:
--------------------------------------------
Name of Tendering (ADDRESS)
Institution
--------------------------------- --------------------------------------------
Account No. (ZIP CODE)
---------------------------------
at The Depository Trust Company --------------------------------------------
(AREA CODE AND TELEPHONE NO.)
</TABLE>
<PAGE> 2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office or correspondent in the
United States, guarantees (a) that the above named person(s) "own(s)" the Shares
tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, (b) that such tender of Shares complies with Rule 14e-4 and (c) to
deliver to the Depositary the Shares tendered hereby, together with a properly
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof)
or an Agent's Message (as defined in the Offer to Purchase) in the case of a
book-entry delivery and any other required documents, all within three National
Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National
Market System trading days of the date hereof.
------------------------------------------------------------
(NAME OF FIRM)
------------------------------------------------------------
(AUTHORIZED SIGNATURE)
------------------------------------------------------------
(NAME)
------------------------------------------------------------
(ADDRESS)
------------------------------------------------------------
(ZIP CODE)
------------------------------------------------------------
(AREA CODE AND TELEPHONE NO.)
Dated: , 1999
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
OACIS HEALTHCARE HOLDINGS CORP.
AT
$4.45 NET PER SHARE
BY
OSCAR ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
February 26, 1999
To Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees:
We have been appointed by Oscar Acquisition Corporation, a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications
International Corporation, to act as Dealer Manager in connection with its offer
to purchase all outstanding shares of Common Stock, $0.01 par value (the
"Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation (the
"Company"), at $4.45 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated
February 26, 1999 and the related Letter of Transmittal (which together
constitute the "Offer").
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated February 26, 1999;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard
to the Offer; and
5. Return envelope addressed to ChaseMellon Shareholder Services, L.L.C.,
as the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Manager, the Information Agent and the
Depositary as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
brokers,
<PAGE> 2
dealers, commercial banks and trust companies for reasonable and necessary costs
and expenses incurred by them in forwarding materials to their customers.
Purchaser will pay all stock transfer taxes applicable to its purchase of Shares
pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery of
Shares, and any other required documents, should be sent to the Depositary by
12:00 midnight, New York City time, on March 25, 1999.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF OSCAR ACQUISITION CORPORATION, SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
OACIS HEALTHCARE HOLDINGS CORP.
AT
$4.45 NET PER SHARE
BY
OSCAR ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated February
26, 1999 and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the offer by Oscar Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science
Applications International Corporation, a Delaware corporation ("Parent"), to
purchase for cash all outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation
(the "Company"). We are the holder of record of Shares held for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. The tender price is $4.45 per Share, net to you in cash.
2. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on March 25, 1999, unless the Offer is extended.
3. The Offer is conditioned upon, among other things, there being
validly tendered by the Expiration Date (as defined in the Offer) and not
withdrawn a number of Shares which, together with the Shares then owned by
the Parent, represents at least a majority of the total number of
outstanding shares on a fully diluted basis.
4. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
on the detachable part hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the detachable part hereof. Your
instructions should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the expiration of the Offer.
<PAGE> 2
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") of (a) Share certificates or timely confirmation of the book-entry
transfer of such Shares into the account maintained by the Depositary at The
Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the
procedures set forth in Section 2 of the Offer to Purchase, (b) the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase), in connection with a book-entry delivery, and (c) any other
documents required by the Letter of Transmittal. Accordingly, payment may not be
made to all tendering stockholders at the same time depending upon when
certificates for or confirmations of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility are actually received
by the Depositary.
2
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
OACIS HEALTHCARE HOLDINGS CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated February 26, 1999, and the related Letter of
Transmittal, in connection with the offer by Oscar Acquisition Corporation, to
purchase all outstanding shares of Common Stock, par value $0.01 per share (the
"Shares"), of Oacis Healthcare Holdings Corp.
This will instruct you to tender the number of Shares indicated below held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Tendered:
- ------------------------ Shares(1)
Dated:
- ------------------------------ , 1999
SIGN HERE
------------------------------------------------------
SIGNATURE(S)
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
PLEASE PRINT NAME(S) AND ADDRESS(ES) HERE
- ---------------
(1) Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE> 1
[SAIC LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Jane Van Ryan
703-734-4097
SAIC AND OACIS TO MERGE
(SAN DIEGO) February 22, 1999 -- Science Applications International
Corporation (SAIC) today announced it has signed a merger agreement with Oacis
Healthcare Holdings Corporation (Nasdaq: OCIS), a leading provider of open
architecture clinical information system solutions to the health care industry.
Oacis, based in San Rafael, Calif., 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. SAIC is a
leading 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.
SAIC's vision for an open architecture is grounded in its systems
integration expertise and track record to rapidly deliver clinical information
technology (IT) benefits and the potential for electronic commerce for improved
patient care delivery. Unlike traditional integration approaches that are
product-driven and connect existing applications, SAIC's concept is
solution-driven, connecting existing components via standards-based interfaces.
"Oacis shares SAIC's vision for open health care enterprise systems. The
Oacis product suite brings SAIC the essential components desired by many large
integrated health care delivery systems such as their new Passport Web-enabled
solution, expertise in orders and results processing with a clinical data
repository, enterprise master patient index, and supporting elements," said
Tracy Trent, group senior vice president and manager of SAIC Health Solutions
Group. "We're excited about the opportunity to work with Oacis' client base,
which already includes some major SAIC customers."
Trent said that the merger reflects SAIC's commitment to an open clinical
framework that meets customers' IT needs: supporting existing legacy systems
while easily incorporating new clinical functionality to enhance performance.
"Oacis has enjoyed a strong relationship with SAIC sharing many mutual
customers, and we look forward to joining the SAIC Health Solutions team to
bring increased value to current and future customers," said Oacis Chairman Jim
McCord. "SAIC's leadership in health care solutions offers an expanded set of
customers for Oacis' proven products.
"Leading health care players demand an open framework that preserves their
flexibility to embrace new clinical functions without being locked in to
proprietary approaches. Together, Oacis and SAIC provide these benefits to
customers who recognize that a clinical data repository, linked to a common data
model, is the strategic choice to easily deliver accurate information that leads
to better patient care. The combination of SAIC's track record of serving
leading health care entities with systems integration services, and Oacis'
product development and deployment expertise is a winning combination," said
McCord.
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 $52.79 million. Oacis'
board of directors has unanimously approved the acquisition and will recommend
that shareholders approve the acquisition and tender their shares into the
tender offer. In addition, certain Oacis institutional shareholders owning
approximately 47 (on a fully-diluted basis) percent of Oacis' outstanding shares
have agreed to tender their shares into the 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.
<PAGE> 2
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.
Oacis Healthcare Holdings Corporation, headquartered in Marin County,
California, is the healthcare industry's leading provider of open architecture,
clinical information system solutions. 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 healthcare 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.
2
<PAGE> 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
OACIS HEALTHCARE HOLDINGS
NEWS RELEASE
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."
"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.
<PAGE> 2
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 December 31, 1998 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 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.
###
FOR MORE INFORMATION ON OACIS VIA FAX AT NO COST,
DIAL 1-800-PRO-INFO, TICKER SYMBOL OCIS.
2
<PAGE> 1
This announcement is not an offer to purchase or a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to
Purchase dated February 26, 1999 and the related Letter of Transmittal
and is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making
of the Offer or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
OACIS HEALTHCARE HOLDINGS CORP.
AT
$4.45 NET PER SHARE
BY
OSCAR ACQUISITION CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
Oscar Acquisition Corporation, a Delaware corporation (the "Purchaser") and
a wholly-owned subsidiary of Science Applications International Corporation, a
Delaware corporation ("Parent"), hereby offers to purchase all outstanding
shares of Common Stock, $0.01 par value (the "Shares"), of Oacis Healthcare
Holdings Corp., a Delaware corporation (the "Company"), at $4.45 per Share, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated February 26, 1999 (the "Offer to Purchase") and in
the related Letter of Transmittal (which together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MARCH 25, 1999 UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE) A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY
PARENT, REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES
ON A FULLY DILUTED BASIS. CERTAIN STOCKHOLDERS OF THE COMPANY OWNING
APPROXIMATELY 47% OF THE SHARES (ON A FULLY DILUTED BASIS) HAVE AGREED TO TENDER
THEIR SHARES IN THE OFFER.
The Offer is being made pursuant to an Agreement and Plan of Merger dated
as of February 21, 1999 (the "Merger Agreement") among the Company, Parent and
the Purchaser. The Merger Agreement provides, among other things, that as soon
as practicable after the consummation of the Offer and satisfaction or waiver of
all conditions to the Merger, the Purchaser will be merged with and into the
Company (the "Merger"), with the Company surviving. Pursuant to the Merger, each
outstanding Share (other than Shares owned by Parent or any subsidiary of Parent
and Shares held by stockholders properly exercising appraisal rights under
Delaware law (as described in the Offer to Purchase)) will be converted into and
represent the right to receive $4.45 in cash, without interest.
<PAGE> 2
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER
AND THE MERGER, UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER.
The Offer is subject to certain conditions set forth in the Offer to
Purchase. If any such condition is not satisfied, the Purchaser may, subject to
certain limitations set forth in the Merger Agreement and described in the Offer
to Purchase, (i) terminate the Offer and return all tendered Shares to tendering
stockholders, (ii) extend the Offer and, subject to withdrawal rights as set
forth below, retain all such Shares until the expiration of the Offer as so
extended, (iii) waive such condition and, subject to any requirement to extend
the period of time during which the Offer is open, purchase all Shares validly
tendered prior to the Expiration Date and not withdrawn or (iv) delay acceptance
for payment or payment for Shares, subject to applicable law, until satisfaction
or waiver of the conditions to the Offer.
The Purchaser reserves the right, at any time or from time to time, to
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to ChaseMellon Shareholder Services, L.L.C.
(the "Depositary"). Any such extension will be followed as promptly as
practicable by public announcement thereof. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to applicable withdrawal rights.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment tendered Shares when, as and if the Purchaser gives oral or written
notice to the Depositary of its acceptance of the tenders of such Shares.
Payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of certificates for such Shares (or a
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof, or in the case of a book-entry transfer, an Agent's Message
(as defined in the Offer to Purchase)) and any other required documents.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after April 26, 1999 unless theretofore accepted for
payment as provided in the Offer to Purchase. To be effective, a written,
telegraphic, telex or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth in the Offer to
Purchase and must specify the name of the person who tendered the Shares to be
withdrawn and the number of Shares to be withdrawn. If the Shares to be
withdrawn have been delivered to the Depositary, a signed notice of withdrawal
with (except in the case of Shares tendered by an Eligible Institution (as
defined in the Offer to Purchase)) signatures guaranteed by an Eligible
Institution must be submitted prior to the release of such Shares. In addition,
such notice must specify, in the case of Shares tendered by delivery of
certificates, the name of the registered holder (if different from that of the
tendering stockholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the case of Shares
tendered by book-entry transfer, the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company is providing its stockholder list and security position
listings for the purpose of disseminating the Offer to holders of Shares. The
Offer to Purchase and the related Letter of Transmittal will be mailed to record
holders of Shares and will be furnished to brokers, banks and similar persons
whose names, or the names of whose nominees, appear on the stockholder list or,
if applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
2
<PAGE> 3
THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
Requests for copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or the Dealer Manager as set forth below, and copies will be furnished
promptly at the Purchaser's expense. No fees or commissions will be paid to
brokers, dealers or other persons (other than the Information Agent and the
Dealer Manager) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 431-9642
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8971 (Call Collect)
February 26, 1999
3
<PAGE> 1
EXHIBIT 99(c)(1)
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
dated as of
February 21, 1999
among
OACIS HEALTHCARE HOLDINGS CORP.,
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
and
OSCAR ACQUISITION CORPORATION
<PAGE> 2
TABLE OF CONTENTS
-----------------
<TABLE>
PAGE
----
<S> <C> <C>
ARTICLE 1
THE OFFER
SECTION 1.01. The Offer......................................................1
SECTION 1.02. Company Action.................................................2
SECTION 1.03. Directors......................................................3
ARTICLE 2
THE MERGER
SECTION 2.01. The Merger.....................................................4
SECTION 2.02. Conversion of Shares...........................................4
SECTION 2.03. Surrender and Payment..........................................4
SECTION 2.04. Dissenting Shares..............................................6
SECTION 2.05. Stock Options..................................................6
SECTION 2.06. Employee Stock Purchase Plan...................................6
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation...................................7
SECTION 3.02. Bylaws.........................................................7
SECTION 3.03. Directors and Officers.........................................7
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 4.01. Corporate Existence and Power..................................8
SECTION 4.02. Corporate Authorization........................................8
SECTION 4.03. Governmental Authorization.....................................8
SECTION 4.04. Non-contravention..............................................9
SECTION 4.05. Capitalization.................................................9
SECTION 4.06. Subsidiaries..................................................10
SECTION 4.07. SEC Filings...................................................10
SECTION 4.08. Financial Statements..........................................11
SECTION 4.09. Disclosure Documents..........................................12
SECTION 4.10. Absence of Certain Changes....................................12
SECTION 4.11. Material Contracts............................................14
SECTION 4.12. No Undisclosed Material Liabilities...........................16
</TABLE>
i
<PAGE> 3
<TABLE>
PAGE
----
<S> <C> <C>
SECTION 4.13. Litigation....................................................16
SECTION 4.14. Taxes.........................................................16
SECTION 4.15. ERISA.........................................................18
SECTION 4.16. Compliance with Laws..........................................20
SECTION 4.17. Finders' Fees.................................................20
SECTION 4.18. Patents and Other Proprietary Rights..........................20
SECTION 4.19. Real Property.................................................21
SECTION 4.20. Environmental Matters.........................................21
SECTION 4.21. Year 2000 Compliance..........................................22
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
SECTION 5.01. Corporate Existence and Power.................................23
SECTION 5.02. Corporate Authorization.......................................23
SECTION 5.03. Governmental Authorization....................................23
SECTION 5.04. Non-contravention.............................................23
SECTION 5.05. Disclosure Documents..........................................24
ARTICLE 6
COVENANTS OF THE COMPANY
SECTION 6.01. Conduct of the Company........................................24
SECTION 6.02. Tax Certification.............................................25
SECTION 6.03. Stockholder Meeting; Proxy Material...........................25
SECTION 6.04. Access to Information.........................................26
SECTION 6.05. Other Offers..................................................26
SECTION 6.06. Notices of Certain Events.....................................27
ARTICLE 7
COVENANTS OF BUYER
SECTION 7.01. Obligations of Merger Subsidiary..............................27
SECTION 7.02. Voting of Shares..............................................27
SECTION 7.03. Director and Officer Liability................................27
ARTICLE 8
COVENANTS OF BUYER AND THE COMPANY
SECTION 8.01. Reasonable Best Efforts.......................................28
SECTION 8.02. Certain Filings...............................................28
</TABLE>
ii
<PAGE> 4
<TABLE>
PAGE
----
<S> <C> <C>
SECTION 8.03. Public Announcements..........................................28
SECTION 8.04. Further Assurances............................................29
ARTICLE 9
CONDITIONS OF THE MERGER
SECTION 9.01. Conditions to the Obligations of Each Party...................29
ARTICLE 10
TERMINATION
SECTION 10.01. Termination..................................................29
SECTION 10.02. Effect of Termination........................................31
ARTICLE 11
MISCELLANEOUS
SECTION 11.01. Notices......................................................31
SECTION 11.02. Survival of Representations and Warranties...................32
SECTION 11.03. Amendments; No Waivers.......................................32
SECTION 11.04. Fees and Expenses............................................32
SECTION 11.05. Successors and Assigns.......................................33
SECTION 11.06. Governing Law................................................33
SECTION 11.07. Counterparts; Effectiveness; Third Party.....................33
SECTION 11.08. Entire Agreement.............................................33
SECTION 11.09. Definitions..................................................33
</TABLE>
iii
<PAGE> 5
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of February 20, 1999 among Oacis
Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Science
Applications International Corporation, a Delaware corporation ("BUYER"), and
Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Buyer ("MERGER SUBSIDIARY").
The parties hereto agree as follows:
ARTICLE 1
THE OFFER
SECTION 1.01. The Offer. (a) Provided that nothing shall have occurred
that would result in a failure to satisfy any of the conditions set forth in
Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the
date hereof, but in no event later than five business days following the public
announcement of the terms of this Agreement, commence an offer (the "OFFER") to
purchase all of the outstanding shares (the "SHARES") of common stock, $0.01 par
value per share, of the Company (the "COMMON STOCK") at a price of $4.45 per
Share, net to the seller in cash. The Offer shall be subject to the condition
that a number of Shares which, together with the Shares then owned by Buyer,
represents at least a majority of the Shares outstanding on a fully diluted
basis shall be validly tendered in accordance with the terms of the Offer prior
to the expiration date of the Offer and not withdrawn (the "MINIMUM CONDITION")
and to the other conditions set forth in Annex I hereto. Merger Subsidiary
expressly reserves the right to waive the Minimum Condition or any of the other
conditions to the Offer and to make any change in the terms or conditions of the
Offer; provided that no change may be made which changes the form of
consideration to be paid or decreases the price per Share or the number of
Shares sought in the Offer or which imposes conditions to the Offer in addition
to those set forth in Annex I. Notwithstanding the foregoing, Merger Subsidiary
may, without the consent of the Company, (i) extend the Offer, if at any
scheduled or extended expiration date of the Offer any of the conditions set
forth in Annex I hereto or the Minimum Condition shall not be satisfied or
waived, (ii) extend the Offer for any period required by any rule, regulation,
interpretation or position of the Securities and Exchange Commission (the "SEC")
or the staff thereof applicable to the Offer or any period required by
applicable law and (iii) extend the Offer on one or more occasions, if on such
expiration date there shall not have been validly tendered in accordance with
the term of the Offer and not withdrawn at least a majority of the outstanding
Shares.
<PAGE> 6
(b) As soon as practicable on the date of commencement of the Offer,
Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule
14D-1 with respect to the Offer which will contain the offer to purchase and
form of the related letter of transmittal (together with any supplements or
amendments thereto, collectively the "OFFER DOCUMENTS"). Buyer and the Company
each agrees promptly to correct any information provided by it for use in the
Offer Documents if and to the extent that it shall have become false or
misleading in any material respect. Merger Subsidiary agrees to take all steps
necessary to cause the Offer Documents as so corrected to be filed with the SEC
and to be disseminated to holders of Shares, in each case as and to the extent
required by applicable federal securities laws. The Company and its counsel
shall be given an opportunity to review and comment on the Schedule 14D-1 prior
to its being filed with the SEC.
SECTION 1.02. Company Action. (a) The Company hereby consents to the
Offer and represents that its Board of Directors, at a meeting duly called and
held has (i) unanimously determined that this Agreement and the transactions
contemplated hereby, including the Offer and the Merger, are fair to and in the
best interest of the Company's stockholders, (ii) unanimously approved this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger, which approval satisfies in full any applicable requirements of the
General Corporation Law of the State of Delaware ("DELAWARE LAW"), and (iii)
unanimously resolved, except as may be required, in response to an unsolicited
bona fide written Acquisition Proposal, in order to comply with the fiduciary
duties of the Board of Directors under applicable law as advised in writing by
Cooley Godward LLP ("COMPANY COUNSEL"), to recommend acceptance of the Offer and
approval and adoption of this Agreement and the Merger by its stockholders. The
Company further represents that Covington Associates has delivered to the
Company's Board of Directors its written opinion that the consideration to be
paid in the Offer and the Merger is fair to the holders of Shares from a
financial point of view. The Company has been advised that all of its directors
and executive officers intend either to tender their Shares pursuant to the
Offer or to vote in favor of the Merger. The Company will promptly furnish Buyer
with a list of its stockholders, mailing labels and any available listing or
computer file containing the names and addresses of all record holders of Shares
and lists of securities positions of Shares held in stock depositories, in each
case true and correct as of the most recent practicable date, and will provide
to Buyer such additional information (including, without limitation, updated
lists of stockholders, mailing labels and lists of securities positions) and
such other assistance as Buyer may reasonably request in connection with the
Offer.
(b) As soon as practicable on the date of commencement of the Offer, the
Company will file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the recommendations of
the Company's Board of Directors referred to above. The Company and Buyer each
agree promptly to correct any information provided by it for use in the Schedule
14D-9 if and
2
<PAGE> 7
to the extent that it shall have become false or misleading in any material
respect. The Company agrees to take all steps necessary to cause the Schedule
14D-9 as so corrected to be filed with the SEC and to be disseminated to holders
of Shares, in each case as and to the extent required by applicable federal
securities laws. Buyer and its counsel shall be given an opportunity to review
and comment on the Schedule 14D-9 prior to its being filed with the SEC.
SECTION 1.03. Directors. (a) Effective upon the acceptance for payment
pursuant to the Offer of a number of Shares that satisfies the Minimum
Condition, Buyer shall be entitled to designate the number of directors, rounded
up to the next whole number, on the Company's Board of Directors that equals the
product of (i) the total number of directors on the Company's Board of Directors
(giving effect to the election of any additional directors pursuant to this
Section) multiplied by (ii) the percentage that the number of Shares
beneficially owned by Buyer (including Shares accepted for payment) bears to the
total number of Shares outstanding; and the Company shall take all action
necessary to cause Buyer's designees to be elected or appointed to the Company's
Board of Directors, including, without limitation, increasing the number of
directors and seeking and accepting resignations of incumbent directors. At such
times, the Company will use its best efforts to cause individuals designated by
Buyer to constitute the same percentage as such individuals represent on the
Company's Board of Directors of (A) each committee of the Board and (B) each
board of directors (and committee thereof) of each Subsidiary. Notwithstanding
the foregoing, the Company shall use its best efforts to cause at least two
members of the Company's Board of Directors as of the date hereof who are not
employees of the Company to remain members of the Board of Directors until the
Effective Time.
(b) The Company's obligations to appoint designees to the Board of
Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder. The Company shall promptly take all actions required
pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations
under this Section 1.03 and shall include in the Schedule 14D-9 such information
with respect to the Company and its officers and directors as is required under
Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 1.03.
Buyer will supply to the Company in writing and be solely responsible for any
information with respect to itself and its nominees, officers, directors and
Affiliates required by Section 14(f) and Rule 14f-1. For purposes of this
Agreement, "AFFILIATE" of any Person means any other Person controlling,
controlled by or under common control with such Person, where "CONTROL" means
the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of voting securities, by
contract or otherwise.
3
<PAGE> 8
ARTICLE 2
THE MERGER
SECTION 2.01. The Merger. (a) At the Effective Time, Merger Subsidiary
shall be merged (the "MERGER") with and into the Company in accordance with
Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease,
and the Company shall be the surviving corporation (the "SURVIVING
CORPORATION").
(b) As soon as practicable after satisfaction or, to the extent
permitted hereunder, waiver of all conditions to the Merger, the Company and
Merger Subsidiary will file a certificate of merger ("CERTIFICATE OF MERGER")
with the Secretary of State of the State of Delaware and make all other filings
or recordings required by Delaware Law in connection with the Merger. The Merger
shall become effective at such time as the Certificate of Merger is duly filed
with the Secretary of State of the State of Delaware or at such later time as is
specified in the Certificate of Merger (the "EFFECTIVE TIME").
(c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to all
of the restrictions, disabilities and duties of the Company and Merger
Subsidiary, all as provided under Delaware Law.
SECTION 2.02. Conversion of Shares. At the Effective Time:
(a) each Share held by the Company as treasury stock or owned by Buyer
or any subsidiary of Buyer immediately prior to the Effective Time shall be
canceled, and no payment shall be made with respect thereto;
(b) each share of common stock of Merger Subsidiary outstanding
immediately prior to the Effective Time shall be converted into and become one
share of common stock of the Surviving Corporation with the same rights, powers
and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of the Surviving Corporation; and
(c) each Share outstanding immediately prior to the Effective Time
shall, except as otherwise provided in Section 2.02(a) or as provided in Section
2.04 with respect to Shares as to which appraisal rights have been exercised, be
converted into the right to receive $4.45 in cash, without interest (the "MERGER
CONSIDERATION").
SECTION 2.03. Surrender and Payment. (a) Prior to the Effective Time,
Buyer shall appoint an agent (the "EXCHANGE AGENT") for the purpose of
exchanging certificates representing Shares for the Merger Consideration. Buyer
will make available to the Exchange Agent, in such amounts as may be needed from
time to time, the Merger
4
<PAGE> 9
Consideration to be paid in respect of the Shares. Promptly after the Effective
Time, Buyer will send, or will cause the Exchange Agent to send, to each holder
of Shares at the Effective Time a letter of transmittal for use in such exchange
(which shall specify that the delivery shall be effected, and risk of loss and
title shall pass, only upon proper delivery of the certificates representing
Shares to the Exchange Agent).
(b) Each holder of Shares that have been converted into a right to
receive the Merger Consideration, upon surrender to the Exchange Agent of a
certificate or certificates representing such Shares, together with a properly
completed letter of transmittal covering such Shares, will be entitled to
receive the Merger Consideration payable in respect of such Shares. From and
after the Effective Time, all Shares which have been so converted shall no
longer be outstanding and shall automatically be canceled and retired, and each
such certificate shall, after the Effective Time, represent for all purposes,
only the right to receive such Merger Consideration.
(c) If any portion of the Merger Consideration is to be paid to a Person
other than the registered holder of the Shares represented by the certificate or
certificates surrendered in exchange therefor, it shall be a condition to such
payment that the certificate or certificates so surrendered shall be properly
endorsed or otherwise be in proper form for transfer and that the Person
requesting such payment shall pay to the Exchange Agent any transfer or other
taxes required as a result of such payment to a Person other than the registered
holder of such Shares or establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not payable. For purposes of this Agreement,
"PERSON" means an individual, a corporation, a limited liability company, a
partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or any agency or instrumentality
thereof.
(d) After the Effective Time, there shall be no further registration of
transfers of Shares. If, after the Effective Time, certificates representing
Shares are presented to the Surviving Corporation, they shall be canceled and
exchanged for the consideration provided for, and in accordance with the
procedures set forth, in this Article 2.
(e) Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders
of Shares six months after the Effective Time shall be returned to Buyer, upon
demand, and any such holder who has not exchanged Shares for the Merger
Consideration in accordance with this Section 2.03 prior to that time shall
thereafter look only to Buyer for payment of the Merger Consideration in respect
of Shares. Notwithstanding the foregoing, Buyer shall not be liable to any
holder of Shares for any amount paid to a public official pursuant to applicable
abandoned property laws. Any amounts remaining unclaimed by holders of Shares
two years after the Effective Time (or such earlier date immediately prior to
such time as such amounts would otherwise escheat to or become property of any
5
<PAGE> 10
governmental entity) shall, to the extent permitted by applicable law, become
the property of Buyer free and clear of any claims or interest of any Person
previously entitled thereto.
(f) Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 2.03(a) to pay for Shares for which appraisal
rights have been perfected shall be returned to Buyer, upon demand.
SECTION 2.04. Dissenting Shares. Notwithstanding Section 2.02, Shares
outstanding immediately prior to the Effective Time and held by a holder who has
not voted in favor of the Merger or consented thereto in writing and who has
demanded appraisal for such Shares in accordance with Delaware Law shall not be
converted into a right to receive the Merger Consideration, unless such holder
fails to perfect or withdraws or otherwise loses his right to appraisal. If
after the Effective Time such holder fails to perfect or withdraws or loses his
right to appraisal, such Shares shall be treated as if they had been converted
as of the Effective Time into a right to receive the Merger Consideration. The
Company shall give Buyer prompt notice of any demands received by the Company
for the appraisal of Shares, and Buyer shall have the right to participate in
all negotiations and proceedings with respect to such demands. The Company shall
not, except with the prior written consent of Buyer, make any payment with
respect to, or settle or offer to settle, any such demands.
SECTION 2.05. Stock Options. (a) At the Effective Time, each option to
purchase shares of Common Stock outstanding under any employee stock option or
compensation plan or arrangement of the Company (other than the Company Stock
Purchase Plan), whether or not such option is then yet vested or exercisable,
shall be canceled, and Buyer shall pay the option holder in cash at the
Effective Time for each such option an amount determined by multiplying (i) the
excess, if any, of the Merger Consideration per share over the applicable
exercise price per share of such option by (ii) the number of shares to which
such option relates.
(b) Prior to the Effective Time, the Company shall take all actions
(including, if appropriate, amending the terms of the Company's stock option or
compensation plans or arrangements) that are necessary to give effect to the
transactions contemplated by Section 2.05(a).
SECTION 2.06. Employee Stock Purchase Plan. (a) After the date hereof,
no new purchase period shall commence under the Company Stock Purchase Plan. As
of the Effective Time, the Company Stock Purchase Plan shall be terminated.
Buyer shall pay each participant in any current purchase period under such Plan
in cash at the Effective Time, in cancellation of all rights under such Plan, an
amount determined by multiplying (i) the Merger Consideration per share by (ii)
the number of shares such participant could have purchased under the Company
Stock Purchase Plan based on his or her account balance under such Plan
immediately prior to the Effective Time (treating, for such
6
<PAGE> 11
purpose, the purchase price per share of Common Stock as equal to 85% of the
fair market value of a share of Common Stock on the enrollment date with respect
to such purchase period) (such payment to be net of applicable withholding
taxes).
(b) Prior to the Effective Time, the Company shall take all actions
(including, if appropriate, amending the terms of the Company Stock Purchase
Plan) that are necessary to give effect to the transactions contemplated by
Section 2.06(a).
(c) Employees of the Company will be eligible to participate in Buyer's
1998 Employee Stock Purchase Plan after the Closing Date; provided that such
employees meet the eligibility requirements of the Buyer's 1998 Employee Stock
Purchase Plan, taking into account each such employee's service with the
Company.
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. Certificate of Incorporation. The certificate of
incorporation of Merger Subsidiary in effect at the Effective Time shall be the
certificate of incorporation of the Surviving Corporation until amended in
accordance with applicable law, except that the name of the Surviving
Corporation shall be changed to "Oacis Healthcare Holdings Corp."
SECTION 3.02. Bylaws. The bylaws of Merger Subsidiary in effect at the
Effective Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law.
SECTION 3.03. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with
applicable law, (a) the directors of Merger Subsidiary at the Effective Time
shall be the directors of the Surviving Corporation and (b) the officers of the
Company at the Effective Time shall be the officers of the Surviving
Corporation.
7
<PAGE> 12
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Buyer and Merger Subsidiary that:
SECTION 4.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted. The Company is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except for those jurisdictions where the
failure to be so qualified could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), business, assets, results of operations or prospects
of the Company and the Subsidiaries taken as a whole (a "MATERIAL ADVERSE
EFFECT"). The Company has heretofore delivered to Buyer true and complete copies
of the Company's certificate of incorporation (the "CERTIFICATE OF
INCORPORATION") and bylaws as currently in effect.
SECTION 4.02. Corporate Authorization. The Company has all requisite
corporate power and corporate authority to enter into this Agreement and,
subject to the adoption of this Agreement by the requisite vote of the holders
of the Shares, to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, subject in the case of the
consummation of the Merger to the approval of this Agreement by the stockholders
of the Company. This Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding agreement of the Company,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors generally
and by general equity principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
SECTION 4.03. Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation of the Merger
by the Company require no action by or in respect of, or filing with, any
governmental body, agency, official or authority other than (a) the filing of
the Certificate of Merger in accordance with Delaware Law; (b) compliance with
any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR ACT");
8
<PAGE> 13
and (c) compliance with any applicable requirements of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder (the "EXCHANGE
ACT").
SECTION 4.04. Non-contravention. Except as set forth on Schedule 4.04,
the execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby do not and
will not (a) contravene or conflict with the Certificate of Incorporation or
bylaws of the Company, (b) assuming compliance with the matters referred to in
Section 4.03, contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree binding
upon or applicable to the Company or any Subsidiary, (c) constitute a default
under or give rise to a right of termination, cancellation or acceleration of
any right or obligation of the Company or any Subsidiary or to a loss of any
benefit to which the Company or any Subsidiary is entitled under any provision
of any agreement, contract or other instrument binding upon the Company or any
Subsidiary or any license, franchise, permit or other similar authorization held
by the Company or any Subsidiary, or (d) result in the creation or imposition of
any Lien on any asset of the Company or any Subsidiary except, in the case of
clauses (b), (c) and (d), for such matters as would not, individually or in the
aggregate, have a Material Adverse Effect. For purposes of this Agreement,
"LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset.
SECTION 4.05. Capitalization. The authorized capital stock of the
Company consists of 30,000,000 shares of Common Stock, $0.01 par value per
share, and 5,000,000 shares of preferred stock, $0.01 par value per share
("PREFERRED STOCK"). As of February 19, 1999, there were outstanding (i)
10,619,646 shares of Common Stock, (ii) stock options to purchase an aggregate
of 2,348,762 shares of Common Stock, of which options to purchase 2,265,519
shares of Common Stock have exercise prices less than $4.45 (at a weighted
average exercise price of $2.42 per share) and of which options to purchase
83,243 shares of Common Stock have exercise prices equal to or greater than
$4.45 (at a weighted average exercise price of $8.49 per share) and (iii)
warrants to purchase 293,211 shares of Common Stock at a weighted average
exercise price of $0.44 per share (of which all will be exercised prior to the
Effective Time). There are and there will be no shares of Preferred Stock
outstanding. All outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and nonassessable. All
shares of Common Stock issuable upon exercise of outstanding stock options have
been duly authorized and, when issued, will have been validly issued and will be
fully paid and nonassessable. Except as set forth in this Section 4.05 and
except for changes since the date hereof resulting from the exercise of stock
options and purchase rights outstanding on such date, there are outstanding (a)
no shares of capital stock or other voting securities of the Company, (b) no
securities of the Company convertible into or exchangeable for shares of capital
stock or voting securities of the Company and (c) no options or other rights to
acquire from the Company, and no
9
<PAGE> 14
obligation of the Company to issue, any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or voting
securities of the Company (the items in clauses (a), (b) and (c) being referred
to collectively as the "COMPANY SECURITIES"). There are no outstanding
obligations of the Company or any Subsidiary to repurchase, redeem or otherwise
acquire any Company Securities.
SECTION 4.06. Subsidiaries. (a) Each Subsidiary is a corporation duly
incorporated, validly existing and, if applicable, in good standing under the
laws of its jurisdiction of incorporation, has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted and is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except for those jurisdictions where failure
to be so qualified would not, individually or in the aggregate, have a Material
Adverse Effect. For purposes of this Agreement, "SUBSIDIARY" means any
corporation or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are directly or indirectly owned by
the Company. All Subsidiaries and their respective jurisdictions of
incorporation are identified in the Company's annual report on Form 10-KSB for
the fiscal year ended December 31, 1997 (the "COMPANY 10-K").
(b) All of the outstanding capital stock of, or other voting securities
or ownership interests in, each Subsidiary, is owned by the Company, directly or
indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such stock or other securities or ownership interests). There are no
outstanding (i) securities of the Company or any Subsidiary convertible into or
exchangeable for shares of capital stock or other voting securities or ownership
interests in any Subsidiary and (ii) options or other rights to acquire from the
Company or any Subsidiary, or other obligation of the Company or any Subsidiary
to issue, any capital stock, voting securities or other ownership interests in,
or any securities convertible into or exchangeable for any capital stock, voting
securities or ownership interests in, any Subsidiary (the items in clauses (i)
and (ii) being referred to collectively as the "SUBSIDIARY SECURITIES"). There
are no outstanding obligations of the Company or any Subsidiary to repurchase,
redeem or otherwise acquire any outstanding Subsidiary Securities.
SECTION 4.07. SEC Filings. (a) The Company has delivered to Buyer (i)
the Company's annual reports on Form 10-KSB for its fiscal years ended December
31, 1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal
quarters ended March 31, June 30 and September 30, 1998 (the "COMPANY 10-Qs"),
(iii) its proxy or information statements relating to meetings of, or actions
taken without a meeting by, the stockholders of the Company held since December
31, 1997 and (iv) all of its other
10
<PAGE> 15
reports, statements, schedules and registration statements filed with the
Securities and Exchange Commission (the "SEC") since December 31, 1997.
(b) As of its filing date, each such report or statement filed pursuant
to the Exchange Act did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading.
(c) Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the Securities Act of 1933 as of the date such
statement or amendment became effective did not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
SECTION 4.08. Financial Statements. (a) The Balance Sheet and the
Related Financial Statements and the audited consolidated financial statements
and unaudited consolidated interim financial statements of the Company included
in its annual reports on Form 10-KSB referred to in Section 4.07 and the Company
10-Qs fairly present, in conformity with generally accepted accounting
principles applied on a consistent basis (except as may be indicated in the
notes thereto), the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and their consolidated results
of operations and cash flows for the periods then ended (subject to normal
year-end adjustments in the case of any unaudited interim financial statements).
For purposes of this Agreement, "BALANCE SHEET" means the audited consolidated
balance sheet of the Company and its consolidated Subsidiaries as of December
31, 1998, which has been delivered to Buyer prior to the date hereof by the
Company, "BALANCE SHEET DATE" means December 31, 1998 and "RELATED FINANCIAL
STATEMENTS" means the related audited consolidated statements of income and cash
flows of the Company and its consolidated Subsidiaries for the year ended
December 31, 1998, which have been delivered to Buyer prior to the date hereof
by the Company.
(b) The Balance Sheet and the Related Financial Statements and the
audited consolidated financial statements and unaudited consolidated interim
financial statements of the Company included in its annual reports on Form
10-KSB referred to in Section 4.07 and the Company 10-Qs comply with all
financial accounting standards issued by Financial Accounting Standards Board
including without limitation, (i) Statement of Financial Accounting Standards
No. 128, "Earnings per Share," and Staff Accounting Bulletin No. 98, (ii)
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," (iii) Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" and (iv) Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities."
11
<PAGE> 16
(c) Since January 1, 1998, revenue recognition by the Company on the
Balance Sheet and the Related Financial Statements and the audited consolidated
financial statements and unaudited consolidated interim financial statements of
the Company included in its annual reports on Form 10-KSB referred to in Section
4.07 and the Company 10-Qs have complied in all respects with the American
Institute of Certified Public Accountants Statement of Position Nos. 97-2 and
98-4.
(d) Reserves for warranty claims under contracts and "estimates to
complete" on the Balance Sheet and the Related Financial Statements and the
audited consolidated financial statements and unaudited consolidated interim
financial statements of the Company included in its annual reports on Form
10-KSB referred to in Section 4.07 and the Company 10-Qs reflect all facts and
circumstances which were known, or should have been known after a diligent
inquiry, to the management of the Company at the time the estimate was made.
SECTION 4.09. Disclosure Documents. (a) Each document required to be
filed by the Company with the SEC in connection with the transactions
contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including,
without limitation, the Schedule 14D-9, the proxy or information statement of
the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in
connection with the Merger, and any amendments or supplements thereto will, when
filed, comply as to form in all material respects with the applicable
requirements of the Exchange Act.
(b) At the time the Company Proxy Statement or any amendment or
supplement thereto is first mailed to stockholders of the Company and at the
time such stockholders vote on adoption of this Agreement, the Company Proxy
Statement, as supplemented or amended, if applicable, will not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. At the time of the filing of any
Company Disclosure Document other than the Company Proxy Statement, at the time
of any distribution thereof and at the time of consummation of the Offer, such
Company Disclosure Document will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not
misleading. The representations and warranties contained in this Section 4.09(b)
will not apply to statements or omissions included in the Company Disclosure
Documents based upon information furnished to the Company in writing by Buyer
specifically for use therein.
(c) The information with respect to the Company or any Subsidiary that
the Company furnishes to Buyer in writing specifically for use in the Offer
Documents will not, at the time of the filing thereof, at the time of any
distribution thereof and at the time of the consummation of the Offer, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
12
<PAGE> 17
statements made therein, in the light of the circumstances under which they were
made, not misleading.
SECTION 4.10. Absence of Certain Changes. Except as disclosed in
Schedule 4.10, since December 31, 1998, the Company and Subsidiaries have
conducted their business in the ordinary course consistent with past practice
and there has not been:
(a) any event, occurrence or development or state of circumstances or
facts which, individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect;
(b) any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of the Company, or any
repurchase, redemption or other acquisition by the Company or any Subsidiary of
any outstanding shares of capital stock or other securities of, or other
ownership interests in, the Company or any Subsidiary;
(c) any acquisition by the Company or any Subsidiary of a material
amount of assets, including without limitation stock or other equity interest,
from any Person or any sale, lease, license or other disposition of assets or
property of the Company or any Subsidiary other than in the ordinary course of
business consistent with past practices;
(d) any amendment of any material term of any outstanding security of
the Company or any Subsidiary;
(e) any incurrence, assumption or guarantee by the Company or any
Subsidiary of any indebtedness for borrowed money other than in the ordinary
course of business and in amounts and on terms consistent with past practices;
(f) any creation or assumption by the Company or any Subsidiary of any
Lien on any material asset other than in the ordinary course of business
consistent with past practices;
(g) any making by the Company or any Subsidiary of any loan, advance or
capital contributions to or investment in any Person other than loans, advances
or capital contributions to or investments in wholly-owned Subsidiaries made in
the ordinary course of business consistent with past practices;
(h) any condemnation, seizure, damage, destruction or other casualty
loss (whether or not covered by insurance) affecting the business or assets of
the Company or any Subsidiary which, individually or in the aggregate, has had
or could reasonably be expected to have a Material Adverse Effect;
13
<PAGE> 18
(i) any transaction or commitment made, or any contract or agreement
entered into, amended or terminated by the Company or any Subsidiary relating to
its assets or business (including the acquisition or disposition of any assets)
or any relinquishment by the Company or any Subsidiary of any contract or other
right, in either case, material to the Company and the Subsidiaries taken as a
whole, other than transactions and commitments in the ordinary course of
business consistent with past practice and those contemplated by this Agreement;
(j) any change in any method of accounting or accounting practice by the
Company or any Subsidiary, except for any such change required by reason of a
concurrent change in generally accepted accounting principles;
(k) any tax election, other than those consistent with past practice,
not required by law or any settlement or compromise of any tax liability in
either case that is material to the Company and the Subsidiaries;
(l) any (i) grant of any severance or termination pay to any director,
officer or employee of the Company or any Subsidiary, (ii) increase in benefits
payable under any existing severance or termination pay policies or employment
agreements, (iii) entering into of any employment, deferred compensation or
other similar agreement (or any amendment to any such existing agreement) with
any director, officer or employee of the Company or any Subsidiary, (iv)
entering into of any employment, deferred compensation or other similar
agreement with a Person providing for compensation, bonus or other benefits in
excess of $100,000 during any 12 month period, (v) any other increase in
compensation, bonus or other benefits payable to any director, officer or
employee of the Company or any Subsidiary, other than, in the case of clause
(v), any such increases payable to employees other than directors or officers in
the ordinary course of business consistent with past practice; or
(m) any labor dispute, other than routine individual grievances, or any
activity or proceeding by a labor union or representative thereof to organize
any employees of the Company or any Subsidiary, which employees were not subject
to a collective bargaining agreement at the Balance Sheet Date, or any lockouts,
strikes, slowdowns, work stoppages or threats thereof by or with respect to such
employees.
SECTION 4.11. Material Contracts. (a) Except as disclosed in Schedule
4.11, neither the Company nor any Subsidiary is a party to or bound by and none
of the assets of the Company or any Subsidiary is covered by or subject to any
of the following (whether oral or written):
(i) any lease (whether of real or personal property) providing
for annual rentals of $50,000 or more;
14
<PAGE> 19
(ii) any agreement for the purchase of materials, software,
supplies, goods, services, equipment or other assets providing for
either (A) annual payments by the Company and the Subsidiaries of
$50,000 or more or (B) aggregate payments by the Company and the
Subsidiaries of $50,000 or more;
(iii) any sales, distribution or other similar agreement
providing for the sale by the Company or any Subsidiary of materials,
supplies, goods, services, equipment or other assets that provides for
either (A) annual payments to the Company and the Subsidiaries of
$50,000 or more or (B) aggregate payments to the Company and the
Subsidiaries of $50,000 or more;
(iv) any partnership, joint venture or other similar agreement
or arrangement;
(v) any agreement relating to the acquisition or disposition of
any business (whether by merger, sale of stock, sale of assets or
otherwise);
(vi) any agreement relating to indebtedness for borrowed money
or the deferred purchase price of property (in either case, whether
incurred, assumed, guaranteed or secured by any asset), except any such
agreement with an aggregate outstanding principal amount not exceeding
$50,000 and which may be prepaid on not more than 30 days notice without
the payment of any penalty;
(vii) any option, license, franchise or similar agreement;
(viii) any agency, dealer, sales representative, marketing or
other similar agreement;
(ix) any agreement that limits the freedom of the Company or any
Subsidiary to compete in any line of business or with any Person or in
any area or which would so limit the freedom of the Company or any
Subsidiary after the Closing Date;
(x) any agreement with (A) any Person directly or indirectly
owning, controlling or holding with power to vote, 5% or more of the
outstanding voting securities of the Company or any of its Affiliates,
(B) any Person 5% or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote by
the Company or any of its Affiliates;
(xi) any agreement with any director or officer of the Company
or any Subsidiary or with any "associate" or any member of the
"immediate family" (as such terms are respectively defined in Rules
12b-2 and 16a-1 of the Exchange Act) of any such director or officer; or
15
<PAGE> 20
(xii) any other agreement, commitment, arrangement or plan not
made in the ordinary course of business that is material to the Company
and the Subsidiaries, taken as a whole.
(b) Except as set forth in section 4.11(b) of Schedule 4.11, each
agreement, contract, plan, lease, arrangement or commitment disclosed in any
Schedule to this Agreement or required to be disclosed pursuant to this Section
4.11 is a valid and binding agreement of the Company or a Subsidiary, as the
case may be, and is in full force and effect, and none of the Company, any
Subsidiary or, to the knowledge of the Company, any other party thereto is in
default or breach in any material respect under the terms of any such agreement,
contract, plan, lease, arrangement or commitment, and, to the knowledge of the
Company, no event or circumstance has occurred that, with notice or lapse of
time or both, would constitute any event of default thereunder. True and
complete copies of each such agreement, contract, plan, lease, arrangement or
commitment have been delivered to Buyer.
SECTION 4.12. No Undisclosed Material Liabilities. Except as set forth
on Schedule 4.12, there are no liabilities or obligations of the Company or any
Subsidiary of any kind whatsoever, including any liability for Taxes, whether
accrued, contingent, absolute, determined, determinable or otherwise, and there
is no existing condition, situation or set of circumstances which could
reasonably be expected to result in such a liability or obligation, other than:
(a) liabilities or obligations disclosed or provided for in the Balance
Sheet;
(b) liabilities or obligations incurred in the ordinary course of
business consistent with past practice since the Balance Sheet Date, which in
the aggregate are not material to the Company and the Subsidiaries, taken as a
whole; and
(c) liabilities or obligations under this Agreement.
SECTION 4.13. Litigation. Except as set forth in the Company 10-K or on
Schedule 4.13, there is no action, suit, investigation or proceeding pending, or
to the knowledge of the Company threatened, against the Company or any
Subsidiary or any of their respective properties or any of their respective
officers or directors in their capacity as officers or directors of the Company
before any court or arbitrator or before or by any governmental body, agency or
official which, if determined or resolved adversely to the Company or any
Subsidiary in accordance with the plaintiff's demands, could, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect or which
in any manner challenges or seeks to prevent, enjoin, alter or materially delay
the Offer or the Merger or any of the other transactions contemplated hereby.
16
<PAGE> 21
SECTION 4.14. Taxes. (a) Except as set forth on Schedule 4.14:
(i) the Company and each of its Subsidiaries, and each
affiliated group (within the meaning of Section 1504 of the Code) of
which Company or any Subsidiary is or has been a member, have timely
filed (or have had timely filed on their behalf) or will file or cause
to be timely filed all Tax Returns required by applicable law to be
filed prior to or as of the Effective Time, and all such Tax Returns
are, or will be at the time of filing, true and complete in all
respects;
(ii) the Company and each of its Subsidiaries have paid (or have
had paid on their behalf), or have established (or have had established
on their behalf and for their sole benefit and recourse) in accordance
with generally accepted accounting principles an adequate accrual for
the payment of, all Taxes due with respect to any period or portion
thereof ending prior to or as of the Effective Time and with respect to
completed or settled examinations or concluded litigation;
(iii) the federal income Tax Returns of the Company and its
Subsidiaries have been examined and settled with the Internal Revenue
Service (the "IRS") (or the applicable statutes of limitation for the
assessment of federal income Taxes for such periods have expired) for
all years through 1994;
(iv) as of the date of this Agreement the Company and its
Subsidiaries have not executed an extension or waiver of any statute of
limitations on the assessment or collection of any Tax due, which
extension or waiver is still in effect;
(v) there are no Liens or encumbrances for Taxes on any of the
assets of Company or any of its Subsidiaries;
(vi) the Company and its Subsidiaries have complied with all
applicable laws, rules and regulations relating to the payment and
withholding of Taxes;
(vii) neither the Company nor any of its Subsidiaries is a party
to any action or proceeding, nor, to the knowledge of the Company, is
any such action or proceeding threatened, by any Taxing Authority for
the assessment or collection of any Taxes, and no deficiency notices or
reports have been received by the Company or any of its Subsidiaries in
respect of any deficiencies for any Tax;
(viii) the Company and Subsidiaries do not own or lease any
interest in real property in the State of California or in any other
jurisdiction in which a Tax is imposed on the transfer of a controlling
interest in an entity that owns or leases an interest in real property;
and
17
<PAGE> 22
(ix) neither the Company's shares of capital stock nor the
shares of capital stock of any Subsidiary of the Company are "United
States real property interests" within the meaning of Section 897 of the
Code.
(b) For purposes of this Section 4.14, the following terms shall have
the meaning set forth below:
"TAXES" shall mean (A) any and all taxes, charges, fees, levies or other
assessments, including income, gross receipts, excise, real or personal
property, sales, social security, retirement, unemployment, occupation, use,
goods and services, service use, license, value added, capital, net worth,
payroll, profits, withholding, franchise, transfer and recording taxes, fees and
charges, and any other taxes, assessment or similar charges imposed by the IRS
or any taxing authority (whether domestic or foreign including any state,
county, local or foreign government or any subdivision or taxing agency thereof
(including a United States possession)) (a "TAXING AUTHORITY"), whether computed
on a separate, consolidated, unitary, combined or any other basis; and such term
shall include any interest whether paid or received, fines, penalties or
additional amounts attributable to, or imposed upon, or with respect to, any
such taxes, charges, fees, levies or other assessments, and (B) any liability
for the payment of any amounts of the type described in (A) as a result of being
a member of an affiliated, consolidated, combined or unitary group, or being a
party to any agreement or arrangement whereby the liability of such amounts is
determined or taken into account with reference to the liability of any other
Person.
"TAX RETURN" shall mean any report, return, document, declaration or
other information or filing required to be supplied to any Taxing Authority with
respect to Taxes, including information returns, any documents with respect to
or accompanying payments of estimated Taxes, or with respect to or accompanying
requests for the extension of time in which to file any such report, return,
document, declaration or other information.
SECTION 4.15. ERISA. (a) Section 4.15(a) of Schedule 4.15 contains a
correct and complete list identifying each material "employee benefit plan", as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), each employment, severance or similar contract, plan, arrangement or
policy and each other plan or arrangement (written or oral) providing for
compensation, bonuses, profit-sharing, stock option or other stock related
rights or other forms of incentive or deferred compensation, vacation benefits,
insurance coverage (including any self-insured arrangements), health or medical
benefits, disability benefits, workers' compensation, supplemental unemployment
benefits, severance benefits and post-employment or retirement benefits
(including compensation, pension, health, medical or life insurance benefits)
which is maintained, administered or contributed to by the Company or any ERISA
Affiliate and covers any employee or former employee of the Company or any
18
<PAGE> 23
Subsidiary, or with respect to which the Company or any Subsidiary has any
liability. Copies of such plans (and, if applicable, related trust agreements)
and all amendments thereto and written interpretations thereof have been
furnished, or will be made available upon request, to Buyer together with the
most recent annual report (Form 5500 including, if applicable, Schedule B
thereto) prepared in connection with any such plan. Such plans are referred to
collectively herein as the "EMPLOYEE PLANS". For purposes of this Section 4.15,
"ERISA AFFILIATE" of any Person means any other Person which, together with such
Person, would be treated as a single employer under Section 414 of the Code.
(b) Neither the Company nor any ERISA Affiliate maintains, or has within
the past five years maintained, any plan that constitutes or constituted a
"multiemployer plan", as defined in Section 3(37) of ERISA, or that is or was
subject to Title IV of ERISA.
(c) Each Employee Plan which is intended to be qualified under Section
401(a) of the Code is so qualified and has been so qualified during the period
from its adoption to date, and each trust forming a part thereof is exempt from
tax pursuant to Section 501(a) of the Code. The Company has furnished to the
Buyer copies of the most recent Internal Revenue Service determination letters
with respect to each such Plan. Each Employee Plan has been maintained in
compliance with its terms and with the requirements prescribed by any and all
statutes, orders, rules and regulations, including but not limited to ERISA and
the Code, which are applicable to such Plan.
(d) Except as set forth on section 4.15(d) of Schedule 4.15, the
consummation of the transactions contemplated by this Agreement will not (i)
entitle any employee or independent contractor of the Company or any Subsidiary
to severance pay or (ii) accelerate the time of payment or vesting or trigger
any payment or funding (through a grantor trust or otherwise) of compensation or
benefits under, increase the amount payable or trigger any other material
obligation pursuant to, any Employee Plan. There is no contract, agreement, plan
or arrangement covering any employee or former employee of the Company or any
Affiliate that, individually or collectively, could give rise to the payment of
any amount that would not be deductible pursuant to the terms of Sections 162m
or 280G of the Code.
(e) Neither the Company nor any Subsidiary has any liability in respect
of post-retirement health, medical or life insurance benefits for retired,
former or current employees of the Company or its Subsidiaries except as
required to avoid excise tax under Section 4980B of the Code.
(f) Except as set forth on section 4.15(f) of Schedule 4.15, there has
been no amendment to, written interpretation or announcement (whether or not
written) by the Company or any of its Affiliates relating to, or change in
employee participation or coverage under, any Employee Plan which would increase
materially the expense of
19
<PAGE> 24
maintaining such Employee Plan above the level of the expense incurred in
respect thereof for the fiscal year ended on the Balance Sheet Date.
(g) Neither the Company nor any Subsidiary is a party to or subject to,
or is currently negotiating in connection with entering into, any collective
bargaining agreement or other contract or understanding with a labor union or
labor organization.
(h) All contributions and payments accrued under each Employee Plan,
determined in accordance with prior funding and accrual practices, as adjusted
to include proportional accruals for the period ending at the Effective Time,
have been discharged and paid on or prior to the Effective Time except to the
extent reflected as a liability on the Balance Sheet.
SECTION 4.16. Compliance with Laws. Neither the Company nor any
Subsidiary is in violation of, or has violated, any applicable provisions of any
laws, statutes, ordinances, regulations, judgments, injunctions, orders or
decrees. Neither the Company nor any Subsidiary has received any written notice
to the effect that the Company or any Subsidiary is not in compliance with any
applicable law, statute, ordinance, regulation, judgment, injunction, order or
decree.
SECTION 4.17. Finders' Fees. Except for Covington Associates, a copy of
whose engagement agreement has been provided to Buyer, there is no investment
banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf, of the Company or any Subsidiary who might be
entitled to any fee or commission from Buyer or any of its Affiliates upon
consummation of the transactions contemplated by this Agreement.
SECTION 4.18. Patents and Other Proprietary Rights. The Company and
Subsidiaries have valid rights to use, whether through ownership, licensing or
otherwise, all patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information, proprietary rights and processes that are
necessary for its business as now conducted (collectively the "INTELLECTUAL
PROPERTY RIGHTS"). The Company and Subsidiaries have not assigned, hypothecated
or otherwise encumbered any of the Intellectual Property Rights and none of the
licenses included in the Intellectual Property Rights purport to grant sole or
exclusive licenses to another Person, including, without limitation sole or
exclusive licenses limited to specific fields of use. The patents owned by the
Company and Subsidiaries are valid and enforceable and any patent issuing from
patent applications of the Company and Subsidiaries will be valid and
enforceable, except as such invalidity or unenforceability, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect. Except as disclosed in Schedule 4.18, (i) to the Company's knowledge,
there are no infringements by any other party of any of the Intellectual
Property Rights, and (ii) the Company and Subsidiaries have not entered into any
agreement to indemnify any other party against any charge of
20
<PAGE> 25
infringement of any of its Intellectual Property Rights except for such matters
as would not, individually or in the aggregate, have a Material Adverse Effect.
Except as disclosed in Schedule 4.18, the Company and Subsidiaries have not and
do not violate or infringe any intellectual property right of any other Person,
and the Company and Subsidiaries have not received any communication alleging
that it violates or infringes the intellectual property right of any other
Person, except for any such violations or infringements as would not,
individually or in the aggregate, have a Material Adverse Effect. The Company
and Subsidiaries have not been sued for infringing any intellectual property
right of another Person. Except as disclosed in Schedule 4.18, none of the
processes, techniques and formulae, research and development results and other
know-how relating to the business of the Company and Subsidiaries, the value of
which to the Company is contingent upon maintenance of the confidentiality
thereof, has been disclosed by the Company or any of its Affiliates to any
Person other than those Persons who are bound to hold such information in
confidence pursuant to confidentiality agreements or by operation of law.
SECTION 4.19. Real Property. Neither the Company nor any Subsidiary
owns, or has owned, any interest in real property.
SECTION 4.20. Environmental Matters. (a) Except for such matters
individually or in the aggregate, as would not be reasonably expected to have a
Material Adverse Effect on the Company, and except as set forth in the Company
10-K:
(i) no notice, notification, demand, request for information,
citation, summons or order has been received, no complaint has been
filed, no penalty has been assessed, and no investigation, action,
claim, suit, proceeding or review (or any basis therefor) is pending or,
to the knowledge of the Company or any Subsidiary, is threatened by any
governmental entity or other Person with respect to any matters relating
to the Company or any Subsidiary and relating to or arising out of any
Environmental Law; and
(ii) there are no liabilities of or relating to the Company or
any Subsidiary of any kind whatsoever whether accrued, contingent,
absolute, determined, determinable or otherwise, arising under or
relating to any Environmental Law, and there are no facts, conditions,
situations or set of circumstances that could reasonably be expected to
result in or be the basis for any such liability; and
(iii) the Company and its Subsidiaries are and have been in
compliance with all Environmental Laws and have obtained and are in
compliance with all Environmental Permits.
21
<PAGE> 26
(b) Except as set forth on Schedule 4.20, there has been no
environmental investigation, study, audit, test, review or other analysis
conducted of which the Company has knowledge in relation to the current or prior
business of the Company or any Subsidiary or any property or facility now or
previously owned, leased or operated by the Company or any Subsidiary which has
not been delivered to Buyer at least five days prior to the date hereof.
(c) Neither the Company nor any Subsidiary owns, leases or operates or
has owned, leased or operated any real property, or conducts or has conducted
any operations, in New Jersey or Connecticut.
(d) For purposes of this Section 4.20, the following terms shall have
the meanings set forth below:
"COMPANY" and "SUBSIDIARY" shall include any entity which is, in
whole or in part, a predecessor of the Company or any Subsidiary;
"ENVIRONMENTAL LAWS" means any federal, state, local and foreign
law (including, without limitation, common law), treaty, judicial
decision, regulation, rule, judgment, order, decree, injunction, permit
or governmental restriction or requirement or any agreement or contract
with any governmental authority or other third party, whether now or
hereinafter in effect, relating to human health and safety, the
environment or to pollutants, contaminants, wastes or chemicals or any
toxic, radioactive, ignitable, corrosive, reactive or otherwise
hazardous substances, wastes or materials;
"ENVIRONMENTAL PERMITS" means all permits, licenses, franchises,
certificates, approvals and other similar authorizations of governmental
authorities relating to or required by Environmental Laws and affecting
the business of the Company or any of its Subsidiaries as currently
conducted.
SECTION 4.21. Year 2000 Compliance. (a) Except as set forth on Schedule
4.21(a), all software (other than software licensed from third parties ("THIRD
PARTY SOFTWARE")) that is sold or provided by the Company or any Subsidiary
("COMPANY SOFTWARE"), is Year 2000 Compliant. For purposes of this Section,
"YEAR 2000 COMPLIANT" means software that is able accurately to process
(including without limitation calculate, compare and sequence) date and time
data from, into and between the years 1999 and 2000 and any other years in the
20th and 21st centuries when operated on the hardware and operating system
platforms identified in Schedule 4.21(a)
(b) To the extent that any Third Party Software that is provided with the
Company Software may affect date or time data or the processing of date or time
data by the Company Software, any such Third Party Software will operate in
conjunction with
22
<PAGE> 27
the Company Software in a manner that allows the Company Software to be Year
2000 Compliant.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Company that:
SECTION 5.01. Corporate Existence and Power. Each of Buyer and Merger
Subsidiary is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has all corporate powers
and all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted. Since the date of its
incorporation, Merger Subsidiary has not engaged in any activities other than in
connection with or as contemplated by this Agreement or in connection with
arranging any financing required to consummate the transactions contemplated
hereby.
SECTION 5.02. Corporate Authorization. Each of Buyer and Merger
Subsidiary has all requisite corporate power and corporate authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation by each of the
Buyer and Merger Subsidiary of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Buyer or
Merger Subsidiary, respectively. This Agreement has been duly executed and
delivered by each of Buyer and Merger Subsidiary and constitutes a valid and
binding agreement of each of Buyer and Merger Subsidiary, enforceable against
each in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
SECTION 5.03. Governmental Authorization. The execution, delivery and
performance by Buyer and Merger Subsidiary of this Agreement and the
consummation by Buyer and Merger Subsidiary of the transactions contemplated by
this Agreement require no action by or in respect of, or filing with, any
governmental body, agency, official or authority other than (a) the filing of
the Certificate of Merger in accordance with Delaware Law, (b) compliance with
any applicable requirements of the HSR Act; and (c) compliance with any
applicable requirements of the Exchange Act.
SECTION 5.04. Non-contravention. The execution, delivery and performance
by Buyer and Merger Subsidiary of this Agreement and the consummation by Buyer
and
23
<PAGE> 28
Merger Subsidiary of the transactions contemplated hereby do not and will not
(a) contravene or conflict with the certificate of incorporation or bylaws of
Buyer or of Merger Subsidiary, (b) assuming compliance with the matters referred
to in Section 5.03, contravene or conflict with any provision of law,
regulation, judgment, order or decree binding upon Buyer or Merger Subsidiary,
or (c) constitute a default under or give rise to any right of termination,
cancellation or acceleration of any right or obligation of Buyer or Merger
Subsidiary or to a loss of any benefit to which Buyer or Merger Subsidiary is
entitled under any agreement, contract or other instrument binding upon Buyer or
Merger Subsidiary, except, in the case of (b) and (c), for such matters as would
not materially adversely effect the ability of Buyer and Merger Subsidiary to
consummate the transactions contemplated by this Agreement.
SECTION 5.05. Disclosure Documents. (a) The information with respect to
Buyer and its subsidiaries that Buyer furnishes to the Company in writing
specifically for use in any Company Disclosure Document will not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading (i) in the case of the Company Proxy
Statement at the time the Company Proxy Statement or any amendment or supplement
thereto is first mailed to stockholders of the Company and at the time the
stockholders vote on adoption of this Agreement and (ii) in the case of any
Company Disclosure Document other than the Company Proxy Statement, at the time
of the filing thereof, at the time of any distribution thereof, and at the time
of consummation of the Offer.
(b) The Offer Documents, when filed, will comply as to form in all
material respects with the applicable requirements of the Exchange Act and will
not at the time of the filing thereof, at the time of any distribution thereof
or at the time of consummation of the Offer, contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading, provided that this representation and warranty will not
apply to statements or omissions in the Offer Documents based upon information
furnished to Buyer or Merger Subsidiary in writing by the Company specifically
for use therein.
ARTICLE 6
COVENANTS OF THE COMPANY
SECTION 6.01. Conduct of the Company. From the date hereof until the
Effective Time, the Company and the Subsidiaries shall conduct their business in
the ordinary course consistent with past practice and shall use their best
efforts to preserve intact their
24
<PAGE> 29
business organizations and relationships with third parties and to keep
available the services of their present officers and employees. Without limiting
the generality of the foregoing, from the date hereof until the Effective Time:
(a) the Company will not adopt or propose any change in its Certificate
of Incorporation or bylaws;
(b) the Company will not, and will not permit any Subsidiary to, merge
or consolidate with any other Person or acquire a material amount of assets of
any other Person;
(c) the Company will not, and will not permit any Subsidiary to, sell,
lease, license or otherwise dispose of any material assets or property except
(i) pursuant to existing contracts or commitments and (ii) in the ordinary
course consistent with past practice;
(d) the Company will not, and will not permit any Subsidiary to, settle
or compromise any suit or claims or threatened suit or claim relating to the
transactions contemplated hereby;
(e) the Company will not, and will not permit any Subsidiary to (i) take
agree or commit to take any action that would make any representation and
warranty of the Company hereunder (including without limitation, the Company's
representations and warranties set forth in Section 4.10) inaccurate in any
respect at, or as of any time prior to, the Effective Time or (ii) omit or agree
or commit to omit to take any action necessary to prevent any such
representation or warranty (including without limitation, the Company's
representations and warranties set forth in Section 4.10) from being inaccurate
in any respect at any such time; and
(f) the Company will not, and will not permit any Subsidiary to, agree
or commit to do any of the foregoing.
SECTION 6.02. Tax Certification. At any time during the period beginning
on the date hereof and ending at the Effective Time, the Company shall provide
to Buyer, within two business days of a request by Buyer, a certificate meeting
the requirements of Treas. Reg. Section 1.897-2(h) to the effect that the
Company is not, nor has it been within 5 years of the date thereof, a "United
States real property holding corporation" as defined in Section 897 of the
Code."
SECTION 6.03. Stockholder Meeting; Proxy Material. The Company shall
cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be
duly called and held as soon as reasonably practicable following the
consummation of the Offer for the purpose of voting on the approval and adoption
of this Agreement, unless a vote shall not
25
<PAGE> 30
be required under Delaware Law. The Directors of the Company shall, except as is
required in order to comply with the fiduciary duties of the Board of Directors
under applicable law as advised in writing by Company Counsel, recommend
approval and adoption of this Agreement by the Company's stockholders. In
connection with such meeting, the Company (a) will promptly prepare and file
with the SEC, will use its best efforts to have cleared by the SEC and will
thereafter mail to its stockholders as promptly as practicable the Company Proxy
Statement and all other proxy materials for such meeting, (b) will use its best
efforts to obtain the necessary approvals by its stockholders of this Agreement
and the transactions contemplated hereby and (c) will otherwise comply with all
legal requirements applicable to such meeting.
SECTION 6.04. Access to Information. From the date hereof until the
Effective Time, the Company will give Buyer, its counsel, financial advisors,
auditors and other authorized representatives reasonable access to the offices,
properties, books and records (including tax records) of the Company and the
Subsidiaries, will furnish to Buyer, its counsel, financial advisors, auditors
and other authorized representations such financial and operating data and other
information as such Persons may reasonably request, will instruct the Company's
employees, counsel and financial advisors to cooperate with Buyer in its
investigation of the business of the Company and the Subsidiaries and will
arrange for meetings between Buyer, its counsel, financial advisors, auditors
and other authorized representatives and the key employees of the Company and
the Subsidiaries listed on Schedule 6.04; provided that no investigation
pursuant to this Section 6.04, shall affect any representation or warranty given
by the Company to Buyer hereunder.
SECTION 6.05. Other Offers. From the date hereof until the termination
hereof, the Company and the Subsidiaries and the officers, directors, employees
or other agents of the Company and the Subsidiaries will not, directly or
indirectly, (i) take any action to solicit, initiate or encourage any
Acquisition Proposal or (ii) except as may be required, in response to an
unsolicited bona fide written Acquisition Proposal, in order to comply with the
fiduciary duties of the Board of Directors under applicable law as advised in
writing by Company Counsel, engage in negotiations with, or disclose any
nonpublic information relating to the Company or any Subsidiary or afford access
to the properties, books or records of the Company or any Subsidiary to, any
Person. The Company will promptly (and in no event later than 24 hours after
receipt of the relevant Acquisition Proposal) notify (which notice shall be
provided orally and in writing and shall identify the Person making the relevant
Acquisition Proposal and set forth the material terms thereof) Buyer after (i)
the Company has received any Acquisition Proposal, (ii) the Company has been
advised that any Person is considering making an Acquisition Proposal, or (iii)
the Company has received any request for nonpublic information relating to the
Company or any Subsidiary, or for access to the properties, books or records of
the Company or any Subsidiary, by any Person. The Company will keep Buyer fully
informed of the status and details of any such Acquisition Proposal or request.
In addition to the foregoing provisions of this Section 6.05, the Company shall
not engage in
26
<PAGE> 31
negotiations with, or disclose any nonpublic information to, any such Person
unless it receives from such Person an executed confidentiality agreement with
terms no less favorable to the Company than the Non-Disclosure Agreement. The
Company shall, and shall cause its Subsidiaries and the Company's directors,
officers, employees, financial advisors and other agents or representatives to,
cease immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. For purposes of this Agreement, "ACQUISITION PROPOSAL"
means any offer or proposal for a merger or other business combination involving
the Company or any Subsidiary, the acquisition of any equity interest in, or a
substantial portion of the assets of, the Company or any Subsidiary, other than
the transactions contemplated by this Agreement, however, Acquisition Proposal
shall not include sales of products or services made in the ordinary course of
business consistent with past practices.
SECTION 6.06. Notices of Certain Events. The Company shall promptly
notify Buyer of:
(a) any notice or other communication from any Person alleging that the
consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement;
(b) any notice or other communication from any governmental or
regulatory agency or authority in connection with the transactions contemplated
by this Agreement; and
(c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge threatened which, if pending on the date of this Agreement,
would have been required to have been disclosed pursuant to Section 4.13 or
which relate to the consummation of the transactions contemplated by this
Agreement.
ARTICLE 7
COVENANTS OF BUYER
SECTION 7.01. Obligations of Merger Subsidiary. Buyer will take all
action necessary to cause Merger Subsidiary to perform its obligations under
this Agreement and to consummate the Merger on the terms and conditions set
forth in this Agreement.
SECTION 7.02. Voting of Shares. Buyer agrees to vote all Shares
beneficially owned by it in favor of adoption of this Agreement at the Company
Stockholder Meeting.
27
<PAGE> 32
SECTION 7.03. Director and Officer Liability. For six years after the
Effective Time, Buyer will cause the Surviving Corporation to indemnify and hold
harmless the present and former officers and directors of the Company in respect
of acts or omissions occurring prior to the Effective Time to the extent
provided under the Company's Certification of Incorporation and bylaws in effect
on the date hereof; provided that such indemnification shall be subject to any
limitation imposed from time to time under applicable law. For six years after
the Effective Time, Buyer will cause the Surviving Corporation to use its best
efforts to provide officers' and directors' liability insurance in respect of
acts or omissions occurring prior to the Effective Time covering each such
Person currently covered by the Company's officers' and directors' liability
insurance policy on terms with respect to coverage and amount no less favorable
than those of such policy in effect on the date hereof; provided that in
satisfying its obligation under this Section, Buyer shall not be obligated to
cause the Surviving Corporation to pay premiums in excess of 150% of the amount
per annum the Company paid in the twelve months ended December 31, 1998, which
amount is $140,431. Buyer, Merger Subsidiary and the Company acknowledge and
agree that any directors and officers, present or former, of the Company are
third party beneficiaries under this Section 7.03 and, as such, shall be
entitled to the benefits of all covenants and obligations of Buyer hereunder.
ARTICLE 8
COVENANTS OF BUYER AND THE COMPANY
SECTION 8.01. Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, each party will use its reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement.
SECTION 8.02. Certain Filings. The Company and Buyer shall cooperate
with one another (a) in connection with the preparation of the Company
Disclosure Documents and the Offer Documents, (b) in determining whether any
action by or in respect of, or filing with, any governmental body, agency or
official, or authority is required, or any actions, consents, approvals or
waivers are required to be obtained from parties to any material contracts, in
connection with the consummation of the transactions contemplated by this
Agreement and (c) in seeking any such actions, consents, approvals or waivers or
making any such filings, furnishing information required in connection therewith
or with the Company Disclosure Documents or the Offer Documents and seeking
timely to obtain any such actions, consents, approvals or waivers.
28
<PAGE> 33
SECTION 8.03. Public Announcements. Buyer and the Company will consult
with each other before issuing any press release or making any public statement
with respect to this Agreement and the transactions contemplated hereby and,
except as may be required by applicable law or any listing agreement with any
national securities exchange or automated quotation system, will not issue any
such press release or make any such public statement prior to such consultation.
SECTION 8.04. Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Company or Merger Subsidiary, any other
actions and things to vest, perfect or confirm of record or otherwise in the
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger.
ARTICLE 9
CONDITIONS OF THE MERGER
SECTION 9.01. Conditions to the Obligations of Each Party. The
obligations of the Company, Buyer and Merger Subsidiary to consummate the Merger
are subject to the satisfaction of the following conditions:
(a) if required by Delaware Law, this Agreement shall have been adopted
by the stockholders of the Company in accordance with such law;
(b) any applicable waiting period under the HSR Act relating to the
Merger shall have expired or has been terminated;
(c) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the Merger; and
(d) Buyer shall have purchased Shares pursuant to the Offer.
29
<PAGE> 34
ARTICLE 10
TERMINATION
SECTION 10.01. Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time (notwithstanding
any approval of this Agreement by the stockholders of the Company):
(a) by mutual written consent of the Company and Buyer;
(b) by either the Company or Buyer, if the Offer has not been
consummated by June 30, 1999;
(c) by either the Company or Buyer, if there shall be any law or
regulation that makes consummation of the Offer or the Merger illegal or
otherwise prohibited or if any judgment, injunction, order or decree enjoining
Buyer or the Company from consummating the Offer or the Merger is entered and
such judgment, injunction, order or decree shall become final and nonappealable;
(d) by Buyer, if this Agreement shall not have been approved and adopted
by a majority of the Shares entitled to vote as required under Delaware Law by
reason of the failure to obtain the required vote at a duly held meeting of
stockholders or any adjournment thereof;
(e) by Buyer, in the event of any breach by any stockholder of any of
such stockholder's obligations under any of the Stockholder Agreements dated as
of the date hereof entered into by Merger Subsidiary and the stockholders listed
on Schedule 10.01(e) hereto (the "STOCKHOLDER AGREEMENTS");
(f) by Buyer, if (i) the Company shall have entered into, or shall have
publicly announced its intention to enter into, an agreement with respect to any
Acquisition Proposal, or (ii) the Board of Directors of the Company shall have
withdrawn or modified in a manner adverse to Buyer the Board's approval or
recommendation of the Offer or the Merger;
(g) by Buyer, if the Company shall have breached or failed to observe or
perform any of its representations or obligations under Section 1.02, 6.03 or
6.05; or
(h) by Company, upon payment to Buyer of the amounts referred to in
Section 11.04(b), if prior to a duly called meeting of the stockholders of the
Company for the purpose of voting on the approval and adoption of this
Agreement, the Board of Directors of the Company shall have withdrawn or
modified in a manner adverse to Buyer its approval or recommendation of the
Offer or the Merger in order to permit Company to
30
<PAGE> 35
execute an agreement in connection with an Acquisition Proposal with respect to
the Company which the Board of Directors of the Company determines in good faith
(based on the presentation of an investment banking firm of national reputation)
to be more favorable to the Company's stockholders than the Merger.
The party desiring to terminate this Agreement pursuant to any of
clauses (b) through (h) above shall give written notice of such termination to
the other party in accordance with Section 11.01.
SECTION 10.02. Effect of Termination. If this Agreement is terminated
pursuant to Section 10.01, this Agreement shall become void and of no effect
with no liability on the part of any party hereto, except that (a) the
agreements contained in this Section 10.02 and Section 11.04 shall survive the
termination hereof and (b) no such termination shall relieve any party of any
liability or damages resulting from any breach by that party of any provision of
this Agreement.
ARTICLE 11
MISCELLANEOUS
SECTION 11.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to Buyer or Merger
Subsidiary to: Science Applications
International Corporation
1241 Cave Street
La Jolla, CA 92037
Attention: William Roper
Fax: (619) 546-6660
with copies to: Science Applications
International Corporation
10260 Campus Point Drive, M/S F3
San Diego, California 92121
Attention: Kevin A. Werner
Fax: (619) 535-7992
31
<PAGE> 36
and: Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Att.: David L. Caplan
Fax: (212) 450-4800
if to the Company to: Oacis Healthcare Holdings Corp.
1101 Fifth Avenue
Suite 200
San Rafael, CA 94901
Att.: Stephen Ghiglieri
Fax: (415) 482-4640
with copies to: Cooley Godward LLP
One Maritime Plaza
20th Floor
San Francisco, CA 94111
Att.: Kenneth L. Guernsey
Fax: (415) 951-3699
or such other address or telecopy number as such party may hereafter specify for
the purpose by notice to the other parties hereto. Each such notice, request or
other communication shall be effective (a) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this Section and the
appropriate telecopy confirmation is received or (b) if given by any other
means, when delivered at the address specified in this Section.
SECTION 11.02. Survival of Representations and Warranties. The
representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Effective Time or the termination of this Agreement except for the agreements
set forth in Section 11.04.
SECTION 11.03. Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Effective Time if, and only if,
such amendment or waiver is in writing and signed, in the case of an amendment,
by the Company, Buyer and Merger Subsidiary or in the case of a waiver, by the
party against whom the waiver is to be effective; provided that after the
adoption of this Agreement by the stockholders of the Company, no such amendment
or waiver shall, without the further approval of such stockholders, alter or
change (i) the amount or kind of consideration to be received in exchange for
any shares of capital stock of the Company, (ii) any term of the certificate of
32
<PAGE> 37
incorporation of the Surviving Corporation or (iii) any of the terms or
conditions of this Agreement if such alteration or change would adversely affect
the holders of any shares of capital stock of the Company.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 11.04. Fees and Expenses. (a) Except as otherwise provided in
this Section, all costs and expenses incurred in connection with this Agreement
shall be paid by the party incurring such cost or expense.
(b) The Company agrees that it will pay Buyer a fee in immediately
available funds equal to $2,500,000 promptly, but in no event later than two
business days, if:
(i) this Agreement is terminated pursuant to any of clauses (e)
through (h) of Section 10.01; or
(ii) (A) prior to the termination of this Agreement, an
Acquisition Proposal is commenced, publicly proposed or publicly
disclosed and (B) this Agreement is terminated pursuant to Section
10.01(b) or 10.01(d).
SECTION 11.05. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto except that Buyer may transfer
or assign, in whole or from time to time in part, to one or more of its
Affiliates, the right to purchase Shares pursuant to the Offer, but any such
transfer or assignment will not relieve Buyer of its obligations under the Offer
or prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.
SECTION 11.06. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 11.07. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.
Except for Section 7.03
33
<PAGE> 38
hereof, no provision of this Agreement is intended to confer upon any Person
other than the parties hereto any rights or remedies hereunder.
SECTION 11.08. Entire Agreement. This Agreement and Mutual
Non-Disclosure Agreement effective as of November 4, 1998 between Buyer and the
Company ("NON-DISCLOSURE AGREEMENT") constitute the entire agreement among
Buyer, Merger Subsidiary and the Company with respect to the subject matter
hereof and supersede all prior agreements and understandings, both written and
oral, among Buyer, Merger Subsidiary and the Company with respect to the subject
matter hereof.
SECTION 11.09. Definitions. Each of the following terms is defined in
the Section set forth opposite such term:
<TABLE>
<CAPTION>
Term Section
- ---- -------
<S> <C>
Acquisition Proposal 6.05
Affiliate 1.03
Certificate of Merger 2.01
Balance Sheet 4.08
Balance Sheet Date 4.08
Certificate of Incorporation 4.01
Code 2.05
Common Stock 1.01
Company Counsel 1.02
Company Disclosure Documents 4.09
Company Proxy Statement 4.09
Company Securities 4.05
Company Software 4.21
Company Stockholder Meeting 6.03
Company 10-K 4.06
Company 10-Qs 4.07
Non-Disclosure Agreement 11.08
Effective Time 2.01
Employee Plans 4.15
Environmental Laws 4.20
Environmental Permits 4.20
ERISA 4.15
ERISA Affiliate 4.15
Exchange Act 4.03
Exchange Agent 2.03
Delaware Law 1.02
HSR Act 4.03
Intellectual Property Rights 4.18
IRS 4.14
- --------------------------------------------------------------
</TABLE>
34
<PAGE> 39
<TABLE>
<S> <C>
Lien 4.04
Material Adverse Effect 4.01
Merger 2.01
Merger Consideration 2.02
Minimum Condition 1.01
Offer 1.01
Offer Documents 1.01
Person 2.03
Related Financial Statements 4.08
Schedule 14D-9 1.02
SEC 4.07
Shares 1.01
Stockholder Agreements 10.01
Subsidiary 4.06
Subsidiary Securities 4.06
Substitute Option 2.05
Surviving Corporation 2.01
Taxes 4.14
Taxing Authority 4.14
Tax Return 4.14
Third Party Software 4.21
Year 2000 Compliant 4.21
</TABLE>
35
<PAGE> 40
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as an instrument under seal by their respective authorized
officers as of the day and year first above written.
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ JIM MCCORD
-----------------------------------------
NAME: Jim McCord
TITLE: Chief Executive Officer
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ WILLIAM A. ROPER, JR.
-----------------------------------------
NAME: William A. Roper, Jr.
TITLE: Senior Vice President and
Chief Financial Officer
OSCAR ACQUISITION CORPORATION
By: /s/ DAVID A. COX
-----------------------------------------
NAME: David A. Cox
TITLE: President
36
<PAGE> 41
ANNEX I
Notwithstanding any other provision of the Offer, Buyer shall not be
required to accept for payment or pay for any Shares, and may terminate the
Offer, if (i) the Minimum Condition has not been satisfied by June 30, 1999,
(ii) the applicable waiting period under the HSR Act shall not have expired or
been terminated by June 30, 1999, or (iii) at any time on or after the date
hereof and prior to the acceptance for payment of Shares, any of the following
conditions exist:
(a) there shall be threatened, instituted or pending any action, suit,
investigation or proceeding (collectively a "Proceeding") (1) by any Person,
foreign or domestic (except a government or governmental authority or agency,
domestic or foreign (each, a "Governmental Authority")), if there is a
reasonable possibility that such Proceeding will be decided in such Person's
favor or (2) by any Governmental Authority, in any case, before any court or
governmental authority or agency, domestic or foreign, (i) challenging or
seeking to in make illegal, to delay materially or otherwise directly or
indirectly to restrain or prohibit the making of the Offer, the acceptance for
payment of or payment for some of or all the Shares pursuant to the Offer or the
consummation of the Merger, seeking to obtain material damages or otherwise
directly or indirectly relating to the transactions contemplated by the Offer or
the Merger, (ii) seeking to restrain or prohibit Buyer's ownership or operation
(or that of its subsidiaries or Affiliates) of all or any material portion of
the business or assets of the Company and the Subsidiaries, taken as a whole, or
of Buyer and its subsidiaries, taken as a whole, or to compel Buyer or any of
its subsidiaries or Affiliates to dispose of or hold separate all or any
material portion of the business or assets of the Company and the Subsidiaries,
taken as a whole, or of Buyer and its subsidiaries, taken as a whole, (iii)
seeking to impose or confirm material limitations on the ability of Buyer or any
of its subsidiaries or Affiliates effectively to exercise full rights of
ownership of the Shares, including, without limitation, the right to vote any
Shares acquired or owned by Buyer or any of its subsidiaries or Affiliates on
all matters properly presented to the Company's stockholders, (iv) seeking to
require divestiture by Buyer or any of its subsidiaries or Affiliates of any
Shares, or (v) that otherwise would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole, or Buyer and its subsidiaries, taken as a whole;
or
(b) there shall be any action taken, or any statute, rule, regulation,
injunction, order or decree proposed, enacted, enforced, promulgated, issued or
deemed applicable to the Offer or the Merger, by any court, government or
governmental authority or agency, domestic or foreign other than the application
of the waiting period provisions of the HSR Act to the Offer or the Merger that
is reasonably likely, directly or indirectly, to result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a) above; or
<PAGE> 42
(c) the Company shall have breached or failed to perform in any material
respect any of its covenants or agreements under the Merger Agreement, or any of
the representations and warranties of the Company set forth in the Merger
Agreement shall not be true when made or at any time prior to consummation of
the Offer as if made at and as of such time; provided, however, that in the
event that Section 4.21 of the Merger Agreement is not true, then Buyer shall be
required to accept for payment and pay for all Shares validly tendered and not
withdrawn, so long as the Company has (i) cured such inaccuracy prior to the
consummation of the Offer or (ii) demonstrated to Buyer that such inaccuracy can
be cured without having a Material Adverse Effect on the Company and its
Subsidiaries, taken as a whole; or
(d) the Company shall have entered into, or shall have publicly
announced its intention to enter into, an agreement or an agreement in principle
with respect to any Acquisition Proposal or the Board of Directors of the
Company shall have withdrawn or modified in a manner adverse to Buyer the
Board's approval or recommendation of the Offer or the Merger; or
(e) any Person or group (as defined in Section 13(d)(3) of the Exchange
Act) (other than Buyer, the Merger Subsidiary or any Affiliate thereof) shall
have acquired beneficial ownership (as defined in Rule 13d-3 promulgated under
the Exchange Act) of a majority of the outstanding Shares through the
acquisition of stock, the formation of a group or otherwise, or shall have been
granted any option, right or warrant, conditional or otherwise, to acquire
beneficial ownership of more than 50% of the Shares; or
(f) the Merger Agreement shall have been terminated in accordance with
its terms, which in the reasonable judgment of Buyer in any such case, and
regardless of the circumstances (including any action or omission by Buyer)
giving rise to any such condition, makes it inadvisable to proceed with such
acceptance for payment or payment.
The foregoing conditions are for the sole benefit of Buyer and Merger
Subsidiary and may, subject to the terms of the Agreement, be waived by Buyer
and Merger Subsidiary in whole or in part at any time and from time to time in
their discretion. The failure by Buyer or Merger Subsidiary at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right, the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances, and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time prior to the Effective Time.
2
<PAGE> 1
EXHIBIT 99(c)(2)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and Information
Partners Capital Fund, L.P. ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications International
Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and
plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a
Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and
Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 1,603,525 shares of Company Common Stock and holds warrants to
purchase 135,757 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired
<PAGE> 2
by purchase, exercise of options or otherwise, at any time after the date hereof
and prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any of
the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does not,
and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of (a) 1,603,525 Shares and (b) warrants to
purchase 135,757 shares of Company Common Stock free and clear of any Lien and
any other limitation or restriction (including any restriction on the right to
vote or otherwise dispose of the Shares). Upon delivery of the Shares and
payment of the purchase price therefor, Buyer will receive good and marketable
title to the Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind. None of the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares and warrants referred
to in 2.03, Stockholder does not beneficially own any (i) shares of capital
stock or voting securities of the Company, (ii) securities of the Company
convertible into or exchangeable for shares of capital stock or voting
securities of the Company or (iii) options or other rights to acquire from the
Company any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by
4
<PAGE> 5
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information
5
<PAGE> 6
relating to the Company or any Subsidiary, or for access to the properties,
books or records of the Company or any Subsidiary, by any Person. Stockholder
will keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors, except David Dominik,
who are affiliated with Stockholder to resign as directors of the Company upon
consummation of the Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
6
<PAGE> 7
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
7
<PAGE> 8
SECTION 5.10. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes
the Merger Agreement, as the same may be modified or amended from time to time;
provided that no such amendment or modification amends or modifies the Merger
Agreement in a manner such that the Merger Agreement, as so amended or modified,
is less favorable to Stockholder in any material respect than is the Merger
Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the Offer,
as the same may be modified or amended from time to time; provided that no such
amendment or modification amends or modifies the Offer in a manner such that the
Offer, as so amended or modified, is less favorable to Stockholder in any
material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A Cox
----------------------------------------
Name: David A Cox
Title: President
INFORMATION PARTNERS CAPITAL
FUND, L.P.
By Information Partners
By: /s/ David C. Dominik
----------------------------------------
Title: General Partner
9
<PAGE> 1
EXHIBIT 99(c)(3)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and BCIP Associates
("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("PARENT"), to enter into an
agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon
the terms and subject to the conditions thereof, for the acquisition by Buyer of
all the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both
beneficially and of record) 90,332 shares of Company Common Stock and holds
warrants to purchase 4,398 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably
and unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired
<PAGE> 2
by purchase, exercise of options or otherwise, at any time after the date hereof
and prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby
irrevocably and unconditionally agrees to vote or cause to be voted all Shares
that such Stockholder is entitled to vote at the time of any vote of the
stockholders of the Company where such matters arise (i) in favor of the
approval and adoption of the Merger Agreement and in favor of the transactions
contemplated thereby and (ii) against any (A) Acquisition Proposal (other than
the Merger), (B) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction involving the Company, (C)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (D) other matter relating to, or in connection with, any of
the matters referred to in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement
or any of the transactions contemplated by the Merger Agreement is taken by
written consent, the provisions of this Agreement imposing obligations in
respect of or in connection with any vote of stockholders shall apply mutatis
mutandis to such action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably
and unconditionally revokes any and all previous proxies granted with respect to
the Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect.
Stockholder has all requisite corporate power and corporate authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation by Stockholder of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a)
The execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by
Stockholder does not, and the performance of this Agreement by Stockholder shall
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority, domestic or
foreign, except for applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of (a) 90,332 Shares and (b) warrants to
purchase 4,398 shares of Company Common Stock free and clear of any Lien and any
other limitation or restriction (including any restriction on the right to vote
or otherwise dispose of the Shares). Upon delivery of the Shares and payment of
the purchase price therefor, Buyer will receive good and marketable title to the
Shares free and clear of any pledge, lien, security interest, charge, claim,
equity, option, proxy, voting restriction or encumbrance of any kind. None of
the Shares is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares and warrants
referred to in 2.03, Stockholder does not beneficially own any (i) shares of
capital stock or voting securities of the Company, (ii) securities of the
Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company or (iii) options or other rights to acquire from the
Company any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder
or other intermediary is entitled to a fee or commission from Buyer or the
Company in respect of this Agreement based upon any arrangement or agreement
made by or on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by
4
<PAGE> 5
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of
Shares. Except pursuant to the terms of this Agreement, Stockholder shall not,
without the prior written consent of Buyer, directly or indirectly, (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Shares or any options, warrants or other
rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber,
mortgage, or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance, mortgage or other disposition of, any Shares
or any options, warrants or other rights to acquire Company Common Stock during
the term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the
termination hereof, Stockholder and the officers, directors, employees or other
agents of Stockholder will not, directly or indirectly, (i) take any action to
solicit, initiate or encourage any Acquisition Proposal or (ii) engage in
negotiations with, or disclose any nonpublic information relating to the Company
or any Subsidiary or afford access to the properties, books or records of the
Company or any Subsidiary to, any Person. Stockholder will promptly (and in no
event later than 24 hours after receipt of the relevant Acquisition Proposal)
notify (which notice shall be provided orally and in writing and shall identify
the Person making the relevant Acquisition Proposal and set forth the material
terms thereof) Buyer after (i) such Stockholder has received any Acquisition
Proposal, (ii) such Stockholder has been advised that any Person is considering
making an Acquisition Proposal, or (iii) such Stockholder has received any
request for nonpublic information
5
<PAGE> 6
relating to the Company or any Subsidiary, or for access to the properties,
books or records of the Company or any Subsidiary, by any Person. Stockholder
will keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder
makes no agreement or understanding herein as director or officer of the
Company. Stockholder signs solely in his capacity as a recordholder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in his capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to
exercise any rights (including, without limitation, under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any
change in the number of Shares owned by Stockholder by reason of any stock
dividend, split-up, recapitalization, merger or other change in the corporate or
capital structure of the Company, the number of Shares and the Per Share Amount
shall be appropriately adjusted, and Buyer shall be entitled to receive any
non-cash distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the
entire agreement between Buyer and Stockholder with respect to the subject
matter
6
<PAGE> 7
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
SECTION 5.03. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto, except that Buyer may
transfer or assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is to
be effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
SECTION 5.08. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective on the date hereof.
No provision of this Agreement is intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.
7
<PAGE> 8
SECTION 5.10. Severability. If any term, provision or covenant
of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions and covenants of this Agreement shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own"
shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange
Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A Cox
---------------------------------
Name: David A Cox
Title: President
BCIP ASSOCIATES
By: /s/ David C. Dominik
---------------------------------
Title: General Partner
9
<PAGE> 1
EXHIBIT 99(c)(4)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and BCIP Trust
Associates, L.P. ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("PARENT"), to enter into an
agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 39,688 shares of Company Common Stock and holds warrants to purchase
6,451 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired
<PAGE> 2
by purchase, exercise of options or otherwise, at any time after the date hereof
and prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any
of the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of (a) 39,688 Shares and (b) warrants to
purchase 6,451 shares of Company Common Stock free and clear of any Lien and any
other limitation or restriction (including any restriction on the right to vote
or otherwise dispose of the Shares). Upon delivery of the Shares and payment of
the purchase price therefor, Buyer will receive good and marketable title to the
Shares free and clear of any pledge, lien, security interest, charge, claim,
equity, option, proxy, voting restriction or encumbrance of any kind. None of
the Shares is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares and warrants referred
to in 2.03, Stockholder does not beneficially own any (i) shares of capital
stock or voting securities of the Company, (ii) securities of the Company
convertible into or exchangeable for shares of capital stock or voting
securities of the Company or (iii) options or other rights to acquire from the
Company any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by
4
<PAGE> 5
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information
5
<PAGE> 6
relating to the Company or any Subsidiary, or for access to the properties,
books or records of the Company or any Subsidiary, by any Person. Stockholder
will keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
6
<PAGE> 7
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
7
<PAGE> 8
SECTION 5.10. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A Cox
-------------------------------------
Name: David A Cox
Title: President
BCIP TRUST ASSOCIATES, L.P.
By: /s/ David C. Dominik
-------------------------------------
Title: General Partner
9
<PAGE> 1
EXHIBIT 99(c)(5)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and Sutter Hill
Ventures ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("PARENT"), to enter into an
agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 819,216 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any
of the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of 819,216 Shares free and clear of any Lien
and any other limitation or restriction (including any restriction on the right
to vote or otherwise dispose of the Shares). Upon delivery of the Shares and
payment of the purchase price therefor, Buyer will receive good and marketable
title to the Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind. None of the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03,
Stockholder does not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
-------------------------------------
Name: David A. Cox
Title: President
SUTTER HILL VENTURES, A California
Limited Partnership
By: /s/ William H. Younger, Jr.
-------------------------------------
Name: William H. Younger, Jr.
Title: Managing Director of the
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(6)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and InterWest
Partners V, L.P. ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("PARENT"), to enter into an
agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon
the terms and subject to the conditions thereof, for the acquisition by Buyer of
all the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both
beneficially and of record) 1,122,882 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably
and unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby
irrevocably and unconditionally agrees to vote or cause to be voted all Shares
that such Stockholder is entitled to vote at the time of any vote of the
stockholders of the Company where such matters arise (i) in favor of the
approval and adoption of the Merger Agreement and in favor of the transactions
contemplated thereby and (ii) against any (A) Acquisition Proposal (other than
the Merger), (B) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction involving the Company, (C)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (D) other matter relating to, or in connection with, any of
the matters referred to in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement
or any of the transactions contemplated by the Merger Agreement is taken by
written consent, the provisions of this Agreement imposing obligations in
respect of or in connection with any vote of stockholders shall apply mutatis
mutandis to such action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably
and unconditionally revokes any and all previous proxies granted with respect to
the Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole
power to vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect.
Stockholder has all requisite corporate power and corporate authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation by Stockholder of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a)
The execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by
Stockholder does not, and the performance of this Agreement by Stockholder shall
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority, domestic or
foreign, except for applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole,
true, lawful, beneficial and record owner of 1,122,882 Shares free and clear of
any Lien and any other limitation or restriction (including any restriction on
the right to vote or otherwise dispose of the Shares). Upon delivery of the
Shares and payment of the purchase price therefor, Buyer will receive good and
marketable title to the Shares free and clear of any pledge, lien, security
interest, charge, claim, equity, option, proxy, voting restriction or
encumbrance of any kind. None of the Shares is subject to any voting trust or
other agreement or arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in
2.03, Stockholder does not beneficially own any (i) shares of capital stock or
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company or (iii) options or other rights to acquire from the Company any capital
stock, voting securities or securities convertible into or exchangeable for
capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder
or other intermediary is entitled to a fee or commission from Buyer or the
Company in respect of this Agreement based upon any arrangement or agreement
made by or on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of
Shares. Except pursuant to the terms of this Agreement, Stockholder shall not,
without the prior written consent of Buyer, directly or indirectly, (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Shares or any options, warrants or other
rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber,
mortgage, or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance, mortgage or other disposition of, any Shares
or any options, warrants or other rights to acquire Company Common Stock during
the term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the
termination hereof, Stockholder and the officers, directors, employees or other
agents of Stockholder will not, directly or indirectly, (i) take any action to
solicit, initiate or encourage any Acquisition Proposal or (ii) engage in
negotiations with, or disclose any nonpublic information relating to the Company
or any Subsidiary or afford access to the properties, books or records of the
Company or any Subsidiary to, any Person. Stockholder will promptly (and in no
event later than 24 hours after receipt of the relevant Acquisition Proposal)
notify (which notice shall be provided orally and in writing and shall identify
the Person making the relevant Acquisition Proposal and set forth the material
terms thereof) Buyer after (i) such Stockholder has received any Acquisition
Proposal, (ii) such Stockholder has been advised that any Person is considering
making an Acquisition Proposal, or (iii) such Stockholder has received any
request for nonpublic information relating to the Company or any Subsidiary, or
for access to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder
makes no agreement or understanding herein as director or officer of the
Company. Stockholder signs solely in his capacity as a recordholder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in his capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to
exercise any rights (including, without limitation, under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any
change in the number of Shares owned by Stockholder by reason of any stock
dividend, split-up, recapitalization, merger or other change in the corporate or
capital structure of the Company, the number of Shares and the Per Share Amount
shall be appropriately adjusted, and Buyer shall be entitled to receive any
non-cash distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the
entire agreement between Buyer and Stockholder with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between Buyer and Stockholder with respect to the subject
matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto, except that Buyer may
transfer or assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is to
be effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
SECTION 5.08. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective on the date hereof.
No provision of this Agreement is intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own"
shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange
Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
------------------------------------
Name: David A. Cox
Title: President
INTERWEST PARTNERS V, L.P.
By: Interwest Management Partners V,
L.P., General Partner
By: /s/ Al Crites
------------------------------------
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(7)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("Buyer"), and IMS Health
Incorporated ("Stockholder").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("Parent"), to enter into an
agreement and plan of merger (the "Merger Agreement") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "Company"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "Company Common Stock") through (a) a tender offer (the "Offer")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "Per Share Amount") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "Merger") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 1,110,661 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
Section 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "Shares"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
Section 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any
of the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
Section 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
Section 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Section 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
Section 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of 1,110,661 Shares free and clear of any
Lien and any other limitation or restriction (including any restriction on the
right to vote or otherwise dispose of the Shares). Upon delivery of the Shares
and payment of the purchase price therefor, Buyer will receive good and
marketable title to the Shares free and clear of any pledge, lien, security
interest, charge, claim, equity, option, proxy, voting restriction or
encumbrance of any kind. None of the Shares is subject to any voting trust or
other agreement or arrangement with respect to the voting of such Shares.
Section 2.04. Total Shares. Except for the Shares referred to in 2.03,
Stockholder does not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company.
Section 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
Section 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
Section 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
Section 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
Section 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
Section 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
Section 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
Section 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
6
<PAGE> 7
Section 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
Section 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
Section 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
Section 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
Section 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
Section 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
Section 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
Section 5.10. Severability. If any term, provision or covenant of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
Section 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
Section 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "Merger Agreement"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "Offer" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
-------------------------------------
Name: David A. Cox
Title: President
IMS Health Incorporated
By: /s/ Kenneth Siegel
-------------------------------------
Name: Kenneth Siegel
Title: Senior Vice President
9
<PAGE> 1
EXHIBIT 99(c)(8)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and Sequoia
Capital Growth Fund ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications
International Corporation, a Delaware corporation ("PARENT"), to enter into an
agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare
Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that
Stockholder, and Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon
the terms and subject to the conditions thereof, for the acquisition by Buyer of
all the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both
beneficially and of record) 663,842 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably
and unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby
irrevocably and unconditionally agrees to vote or cause to be voted all Shares
that such Stockholder is entitled to vote at the time of any vote of the
stockholders of the Company where such matters arise (i) in favor of the
approval and adoption of the Merger Agreement and in favor of the transactions
contemplated thereby and (ii) against any (A) Acquisition Proposal (other than
the Merger), (B) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction involving the Company, (C)
corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (D) other matter relating to, or in connection with, any of
the matters referred to in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement
or any of the transactions contemplated by the Merger Agreement is taken by
written consent, the provisions of this Agreement imposing obligations in
respect of or in connection with any vote of stockholders shall apply mutatis
mutandis to such action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably
and unconditionally revokes any and all previous proxies granted with respect to
the Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole
power to vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect.
Stockholder has all requisite corporate power and corporate authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation by Stockholder of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a)
The execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by
Stockholder does not, and the performance of this Agreement by Stockholder shall
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority, domestic or
foreign, except for applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole,
true, lawful, beneficial and record owner of 663,842 Shares free and clear of
any Lien and any other limitation or restriction (including any restriction on
the right to vote or otherwise dispose of the Shares). Upon delivery of the
Shares and payment of the purchase price therefor, Buyer will receive good and
marketable title to the Shares free and clear of any pledge, lien, security
interest, charge, claim, equity, option, proxy, voting restriction or
encumbrance of any kind. None of the Shares is subject to any voting trust or
other agreement or arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in
2.03, Stockholder does not beneficially own any (i) shares of capital stock or
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company or (iii) options or other rights to acquire from the Company any capital
stock, voting securities or securities convertible into or exchangeable for
capital stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder
or other intermediary is entitled to a fee or commission from Buyer or the
Company in respect of this Agreement based upon any arrangement or agreement
made by or on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of
Shares. Except pursuant to the terms of this Agreement, Stockholder shall not,
without the prior written consent of Buyer, directly or indirectly, (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any Shares or any options, warrants or other
rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber,
mortgage, or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance, mortgage or other disposition of, any Shares
or any options, warrants or other rights to acquire Company Common Stock during
the term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the
termination hereof, Stockholder and the officers, directors, employees or other
agents of Stockholder will not, directly or indirectly, (i) take any action to
solicit, initiate or encourage any Acquisition Proposal or (ii) engage in
negotiations with, or disclose any nonpublic information relating to the Company
or any Subsidiary or afford access to the properties, books or records of the
Company or any Subsidiary to, any Person. Stockholder will promptly (and in no
event later than 24 hours after receipt of the relevant Acquisition Proposal)
notify (which notice shall be provided orally and in writing and shall identify
the Person making the relevant Acquisition Proposal and set forth the material
terms thereof) Buyer after (i) such Stockholder has received any Acquisition
Proposal, (ii) such Stockholder has been advised that any Person is considering
making an Acquisition Proposal, or (iii) such Stockholder has received any
request for nonpublic information relating to the Company or any Subsidiary, or
for access to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder
makes no agreement or understanding herein as director or officer of the
Company. Stockholder signs solely in his capacity as a recordholder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in his capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to
exercise any rights (including, without limitation, under Section 262 of the
General Corporation Law of the State of Delaware) to demand appraisal of any
Shares which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any
change in the number of Shares owned by Stockholder by reason of any stock
dividend, split-up, recapitalization, merger or other change in the corporate or
capital structure of the Company, the number of Shares and the Per Share Amount
shall be appropriately adjusted, and Buyer shall be entitled to receive any
non-cash distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the
entire agreement between Buyer and Stockholder with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between Buyer and Stockholder with respect to the subject
matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto, except that Buyer may
transfer or assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement or in the case of a waiver, by the party against whom the waiver is to
be effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.
SECTION 5.08. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective on the date hereof.
No provision of this Agreement is intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own"
shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange
Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT"
includes the Merger Agreement, as the same may be modified or amended from time
to time; provided that no such amendment or modification amends or modifies the
Merger Agreement in a manner such that the Merger Agreement, as so amended or
modified, is less favorable to Stockholder in any material respect than is the
Merger Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the
Offer, as the same may be modified or amended from time to time; provided that
no such amendment or modification amends or modifies the Offer in a manner such
that the Offer, as so amended or modified, is less favorable to Stockholder in
any material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
------------------------------------
Name: David A. Cox
Title: President
SEQUOIA CAPITAL GROWTH FUND
By: Sequoia Partners CF
By: /s/ Thomas F. Stephenson
------------------------------------
Thomas F. Stephenson
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(9)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and Sequoia
Technology Partners III ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications International
Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and
plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a
Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and
Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 42,373 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
1
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any of
the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does not,
and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of 42,373 Shares free and clear of any Lien
and any other limitation or restriction (including any restriction on the right
to vote or otherwise dispose of the Shares). Upon delivery of the Shares and
payment of the purchase price therefor, Buyer will receive good and marketable
title to the Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind. None of the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03,
Stockholder does not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes
the Merger Agreement, as the same may be modified or amended from time to time;
provided that no such amendment or modification amends or modifies the Merger
Agreement in a manner such that the Merger Agreement, as so amended or modified,
is less favorable to Stockholder in any material respect than is the Merger
Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the Offer,
as the same may be modified or amended from time to time; provided that no such
amendment or modification amends or modifies the Offer in a manner such that the
Offer, as so amended or modified, is less favorable to Stockholder in any
material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
--------------------------------------------
Name: David A. Cox
Title: President
SEQUOIA TECHNOLOGY PARTNERS III
By: Sequoia Technology Partners III
By: /s/ Thomas F. Stephenson
--------------------------------------------
Thomas F. Stephenson
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(10)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and WPG Enterprise
Fund II, L.L.C. ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications International
Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and
plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a
Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and
Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 342,982 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired
1
<PAGE> 2
by purchase, exercise of options or otherwise, at any time after the date hereof
and prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any of
the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does not,
and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of 342,982 Shares free and clear of any Lien
and any other limitation or restriction (including any restriction on the right
to vote or otherwise dispose of the Shares). Upon delivery of the Shares and
payment of the purchase price therefor, Buyer will receive good and marketable
title to the Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind. None of the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03,
Stockholder does not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes
the Merger Agreement, as the same may be modified or amended from time to time;
provided that no such amendment or modification amends or modifies the Merger
Agreement in a manner such that the Merger Agreement, as so amended or modified,
is less favorable to Stockholder in any material respect than is the Merger
Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the Offer,
as the same may be modified or amended from time to time; provided that no such
amendment or modification amends or modifies the Offer in a manner such that the
Offer, as so amended or modified, is less favorable to Stockholder in any
material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
----------------------------------------
Name: David A. Cox
Title: President
WPG ENTERPRISE FUND II, L.L.C.
By WPG Venture Partners III, L.P., Fund
Investment Advisory Member
By: /s/ Annette Bianchi
----------------------------------------
Annette Bianchi
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(11)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar
Acquisition Corporation, a Delaware corporation ("BUYER"), and Weiss, Peck &
Greer Venture Associates III, L.L.C. ("STOCKHOLDER").
WHEREAS, in order to induce Buyer and Science Applications International
Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and
plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a
Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and
Stockholder has agreed to, enter into this Agreement; and
WHEREAS, the Merger Agreement provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by Buyer of all
the outstanding shares of Common Stock, par value $0.01 per share, of the
Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER")
for all shares of Company Common Stock for $4.45 per share net to the sellers
thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant
to which Buyer will merge with the Company (the "MERGER") and all outstanding
shares of Company Common Stock other than shares of Company Common Stock held by
Parent or any directly or indirectly wholly owned subsidiary of Parent or shares
of Company Common Stock held in the treasury of the Company will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, Stockholder owns (both beneficially and
of record) 285,109 shares of Company Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY
SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
terms of the Offer all of the shares of capital stock of the Company that
Stockholder beneficially owns as of the date hereof as well as any additional
shares of capital stock of the Company that Stockholder may beneficially own,
whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof and
<PAGE> 2
prior to the expiration of the Offer, as the expiration of the Offer may be
extended from time to time (the "SHARES"). Within five business days after the
commencement of the Offer, Stockholder shall deliver to the depositary
designated in the Offer (i) a letter of transmittal with respect to the Shares
complying with the terms of the Offer, (ii) certificates representing all of the
Shares and (iii) all other documents or instruments required to be delivered
pursuant to the terms of the Offer.
SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and
unconditionally agrees to vote or cause to be voted all Shares that such
Stockholder is entitled to vote at the time of any vote of the stockholders of
the Company where such matters arise (i) in favor of the approval and adoption
of the Merger Agreement and in favor of the transactions contemplated thereby
and (ii) against any (A) Acquisition Proposal (other than the Merger), (B)
reorganization, recapitalization, liquidation or winding up of the Company or
any other extraordinary transaction involving the Company, (C) corporate action
the consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement or (D)
other matter relating to, or in connection with, any of the matters referred to
in clause (A), (B) or (C) above.
(b) If any stockholder vote in respect of the Merger Agreement or any of
the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of stockholders shall apply mutatis mutandis to such
action by written consent.
SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to the
Shares. By entering into this Agreement, Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Buyer as such Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder's name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.02 above as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to the Shares. The proxy granted by Stockholder pursuant to this
Article 1 is irrevocable and is granted in consideration of Buyer entering into
this Agreement and the Merger Agreement and incurring certain related fees and
expenses. The proxy granted by Stockholder shall be revoked upon termination of
this Agreement in accordance with its terms. Stockholder shall use its best
effort to cause any record owner of Shares to grant to Buyer a proxy to the same
effect as that contained herein. Stockholder shall perform such further acts and
execute
2
<PAGE> 3
such further documents as may be required to vest in Buyer the sole power to
vote the Shares during the term of the proxy granted herein.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Buyer that:
SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has
all requisite corporate power and corporate authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stockholder. This Agreement has been duly
executed and delivered by Stockholder and constitutes a valid and binding
agreement of Stockholder, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors generally and by general equity principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The
execution, delivery and performance by Stockholder of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws or other
organizational document of such Stockholder, (ii) contravene or conflict with or
constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to such Stockholder,
(iii) require any consent or other action by any Person under, constitute a
default under, or give rise to a right of termination, cancellation or
acceleration of any right or obligation or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement, contract or
other instrument binding on such Stockholder or (iv) result in the creation or
imposition of any Lien on any asset of such Stockholder.
(b) The execution and delivery of this Agreement by Stockholder does not,
and the performance of this Agreement by Stockholder shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign, except for
applicable
3
<PAGE> 4
requirements, if any, of the Exchange Act and the HSR Act and the rules and
regulations thereunder.
SECTION 2.03. Ownership of Shares. Stockholder is the sole, true,
lawful, beneficial and record owner of 285,109 Shares free and clear of any Lien
and any other limitation or restriction (including any restriction on the right
to vote or otherwise dispose of the Shares). Upon delivery of the Shares and
payment of the purchase price therefor, Buyer will receive good and marketable
title to the Shares free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction or encumbrance of any
kind. None of the Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.
SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03,
Stockholder does not beneficially own any (i) shares of capital stock or voting
securities of the Company, (ii) securities of the Company convertible into or
exchangeable for shares of capital stock or voting securities of the Company or
(iii) options or other rights to acquire from the Company any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company.
SECTION 2.05. Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Buyer or the Company
in respect of this Agreement based upon any arrangement or agreement made by or
on behalf of Stockholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Stockholder:
SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all
requisite corporate power and corporate authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws
4
<PAGE> 5
relating to or affecting creditors generally and by general equity principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
ARTICLE 4
COVENANTS OF STOCKHOLDER
Stockholder hereby covenants and agrees that:
SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares.
Except pursuant to the terms of this Agreement, Stockholder shall not, without
the prior written consent of Buyer, directly or indirectly, (i) grant any
proxies or enter into any voting trust or other agreement or arrangement with
respect to the voting of any Shares or any options, warrants or other rights to
acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage,
or otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance, mortgage or other disposition of, any Shares or any
options, warrants or other rights to acquire Company Common Stock during the
term of this Agreement. Stockholder shall not seek or solicit any such sale,
assignment, transfer, encumbrance, mortgage, or other disposition or any such
contract, option or other arrangement or understanding and agrees to notify
Buyer promptly, and to provide all details requested by Buyer, if such
Stockholder shall be approached or solicited, directly or indirectly, by any
Person with respect to any of the foregoing.
SECTION 4.02. Other Offers. From the date hereof until the termination
hereof, Stockholder and the officers, directors, employees or other agents of
Stockholder will not, directly or indirectly, (i) take any action to solicit,
initiate or encourage any Acquisition Proposal or (ii) engage in negotiations
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, any Person. Stockholder will promptly (and in no event
later than 24 hours after receipt of the relevant Acquisition Proposal) notify
(which notice shall be provided orally and in writing and shall identify the
Person making the relevant Acquisition Proposal and set forth the material terms
thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal,
(ii) such Stockholder has been advised that any Person is considering making an
Acquisition Proposal, or (iii) such Stockholder has received any request for
nonpublic information relating to the Company or any Subsidiary, or for access
to the properties, books
5
<PAGE> 6
or records of the Company or any Subsidiary, by any Person. Stockholder will
keep Buyer fully informed of the status and details of any such Acquisition
Proposal or request. Stockholder shall, and shall cause its directors, officers,
employees, financial advisors and other agents or representatives to, cease
immediately and cause to be terminated all activities, discussions or
negotiations, if any, with any Persons conducted heretofore with respect to any
Acquisition Proposal. The provisions of this Section 4.02 shall not impose any
additional limitations upon the ability of Stockholder to exercise its fiduciary
duties as a director of the Company under applicable law.
SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no
agreement or understanding herein as director or officer of the Company.
Stockholder signs solely in his capacity as a recordholder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of the Company.
SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Shares
which may arise with respect to the Merger.
SECTION 4.05. Board of Directors. Stockholder agrees to take all
necessary action in order to cause all of the directors who are affiliated with
Stockholder to resign as directors of the Company upon consummation of the
Offer.
ARTICLE 5
MISCELLANEOUS
SECTION 5.01. Anti-dilution Adjustments. In the event of any change in
the number of Shares owned by Stockholder by reason of any stock dividend,
split-up, recapitalization, merger or other change in the corporate or capital
structure of the Company, the number of Shares and the Per Share Amount shall be
appropriately adjusted, and Buyer shall be entitled to receive any non-cash
distributions made in respect of any Shares purchased hereunder.
SECTION 5.02. Entire Agreement. This Agreement constitutes the entire
agreement between Buyer and Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Buyer and Stockholder with respect to the subject matter hereof.
6
<PAGE> 7
SECTION 5.03. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto, except that Buyer may transfer or
assign its rights and obligations to any affiliate of Buyer.
SECTION 5.04. Survival of Representations and Warranties. The
representations and warranties and agreements contained in this Agreement shall
for a period of one year after the delivery of and payment for the Shares.
SECTION 5.05. Further Assurances. Buyer and Stockholder will each
execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use its reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations, to consummate and
make effective the transactions contemplated by this Agreement.
SECTION 5.06. Amendments; Termination. Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier to occur of the
consummation of the Merger and the date which is 18 months after the date
hereof.
SECTION 5.07. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 5.08. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on the date hereof. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
SECTION 5.10. Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
7
<PAGE> 8
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
SECTION 5.11. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.
SECTION 5.12. Defined Terms. (a) Capitalized terms used but not
separately defined herein shall have the respective meanings set forth in the
Merger Agreement.
(b) For purposes of the Agreement, the term "beneficially own" shall
have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes
the Merger Agreement, as the same may be modified or amended from time to time;
provided that no such amendment or modification amends or modifies the Merger
Agreement in a manner such that the Merger Agreement, as so amended or modified,
is less favorable to Stockholder in any material respect than is the Merger
Agreement in effect on the date hereof.
(d) For purposes of this Agreement, the term "OFFER" includes the Offer,
as the same may be modified or amended from time to time; provided that no such
amendment or modification amends or modifies the Offer in a manner such that the
Offer, as so amended or modified, is less favorable to Stockholder in any
material respect than is the Offer in effect before such amendment or
modification.
8
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
OSCAR ACQUISITION CORPORATION
By: /s/ David A. Cox
----------------------------------------
Name: David A. Cox
Title: President
Weiss, Peck & Greer Venture
Associates III, L.L.C.
By: WPG Venture Partners III, L.P., Fund
Investment Advisory Member
By: /s/ Annette Bianchi
----------------------------------------
Annette Bianchi
General Partner
9
<PAGE> 1
EXHIBIT 99(c)(12)
February 19, 1999
Mr. Louis Bunz
12238 East Poinsettia Drive
Scottsdale, Arizona 85259
Dear Lou:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $150,000, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $37,500, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January,
2000 ("Fiscal Year 2000").
3. All vacation, insurance, retirement and other benefits
generally available to similarly situated employees of SAIC's
Health Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $45,000, which will be paid in cash as soon
as practicable following the Closing.
2. A stay-in-place bonus of either:
(a) $67,500, which will be paid in shares of SAIC's Class
A Common Stock ("SAIC Stock") vesting over four years
("Vesting Shares"). These Vesting Shares will be
awarded as soon as practicable following the Closing,
and the number of Vesting Shares awarded to you will
be
<PAGE> 2
determined by reference to the formula price for SAIC
Stock (as determined by SAIC's Board of Directors) in
effect on the date of the award (the "Formula
Price"). Such Vesting Shares will be awarded in
accordance with SAIC's 1984 Bonus Compensation Plan,
as amended, and shall be subject to SAIC's standard
form of Bonus Compensation Stock Restriction
Agreement, which will be forwarded to you under
separate cover,
OR
(Circled) (b) $45,000, which will be paid in cash on the first
anniversary of the Closing.
3. An award of options to purchase 2,148 shares of SAIC Stock
which will vest over four years ("Vesting Options"). Your
Vesting Options will be granted as soon as practicable
following the Closing, and the exercise price with respect to
the Vesting Options shall be the Formula Price in effect on
the date of grant. Your Vesting Options will be granted
(subject to the approval of SAIC's Stock Option Committee) in
accordance with SAIC's 1998 Stock Option Plan, as amended, and
shall be subject to SAIC's standard form of Non-Qualified
Stock Option Agreement and Confirmation, which will be
forwarded to you under separate cover.
4. A performance award of Vesting Shares with a value of $67,500,
provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30
million in gross operating revenue and (ii) $1.5 million of
earnings before interest, taxes and acquisition costs. These
Vesting Shares (if earned) will be awarded within 60 days
following the end of SAIC's Fiscal Year 2000, and the number
of Vesting Shares awarded will be determined by reference to
the Formula Price in effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A. Werner
---------------------------
Kevin A. Werner
Acknowledged and Agreed
By: /s/ Louis Bunz
-------------------------
Louis Bunz
3
<PAGE> 1
EXHIBIT 99(c)(13)
February 19, 1999
Mr. John Churin
2102 Falcon Ridge
Petaluma, California 94954
Dear John:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $126,103, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $18,915, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January,
2000 ("Fiscal Year 2000").
3. All vacation, insurance, retirement and other benefits
generally available to similarly situated employees of SAIC's
Health Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $25,000, which will be paid in cash as soon
as practicable following the Closing.
2. A stay-in-place bonus of either:
(circled)(a) $37,500, which will be paid in shares of SAIC's Class
A Common Stock ("SAIC Stock") vesting over four years
("Vesting Shares"). These Vesting Shares will be
awarded as soon as practicable following the Closing,
and the number of Vesting Shares awarded to you will
be
<PAGE> 2
determined by reference to the formula price for SAIC
Stock (as determined by SAIC's Board of Directors) in
effect on the date of the award (the "Formula
Price"). Such Vesting Shares will be awarded in
accordance with SAIC's 1984 Bonus Compensation Plan,
as amended, and shall be subject to SAIC's standard
form of Bonus Compensation Stock Restriction
Agreement, which will be forwarded to you under
separate cover,
OR
(b) $25,000, which will be paid in cash on the first
anniversary of the Closing.
3. An award of options to purchase 1,806 shares of SAIC Stock
which will vest over four years ("Vesting Options"). Your
Vesting Options will be granted as soon as practicable
following the Closing, and the exercise price with respect to
the Vesting Options shall be the Formula Price in effect on
the date of grant. Your Vesting Options will be granted
(subject to the approval of SAIC's Stock Option Committee) in
accordance with SAIC's 1998 Stock Option Plan, as amended, and
shall be subject to SAIC's standard form of Non-Qualified
Stock Option Agreement and Confirmation, which will be
forwarded to you under separate cover.
4. A performance award of Vesting Shares with a value of $37,500,
provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30
million in gross operating revenue and (ii) $1.5 million of
earnings before interest, taxes and acquisition costs. These
Vesting Shares (if earned) will be awarded within 60 days
following the end of SAIC's Fiscal Year 2000, and the number
of Vesting Shares awarded will be determined by reference to
the Formula Price in effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A. Werner
-----------------------------------
Acknowledged and Agreed
By: /s/ John Churin
-------------------------------
John Churin
3
<PAGE> 1
EXHIBIT 99(c)(14)
February 19, 1999
Mr. Louis Delzompo
48942 Rose Garden Court
Fremont, California 94539
Dear Lou:
We write to welcome Oacis Healthcare Systems ("OACIS") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $175,000, payable bi-weekly on SAIC's
normal payroll dates.
2. A company bonus of $43,750, which will be earned ratably on
a monthly basis following the closing of the acquisition ("CLOSING")
and will be paid in cash as soon as practicable following the end of
SAIC's fiscal year ending in January, 2000 ("FISCAL YEAR 2000").
3. All vacation, insurance, retirement and other benefits
generally available to similarly situated employees of SAIC's Health
Solutions Group.
B. Special Retention Package. Your special retention award will
include:
1. A sign-on bonus of $45,000, which will be paid in cash as
soon as practicable following the Closing.
2. A stay-in-place bonus of either:
(a) $67,500, which will be paid in shares of SAIC's
Class A Common Stock ("SAIC STOCK") vesting over four years
("VESTING SHARES"). These Vesting Shares will be awarded as
soon as practicable following the Closing, and the number of
Vesting Shares awarded to you will be determined by reference
to the formula price for SAIC Stock (as determined by SAIC's
Board of Directors) in
<PAGE> 2
effect on the date of the award (the "FORMULA PRICE"). Such
Vesting Shares will be awarded in accordance with SAIC's 1984
Bonus Compensation Plan, as amended, and shall be subject to
SAIC's standard form of Bonus Compensation Stock Restriction
Agreement, which will be forwarded to you under separate
cover.
OR
(b) $45,000, which will be paid in cash on the first
anniversary of the Closing.
3. An award of options to purchase 2,506 shares of SAIC Stock
which will vest over four years ("VESTING OPTIONS"). Your Vesting
Options will be granted as soon as practicable following the Closing,
and the exercise price with respect to the Vesting Options shall be the
Formula Price in effect on the date of grant. Your Vesting Options will
be granted (subject to the approval of SAIC's Stock Option Committee)
in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall
be subject to SAIC's standard form of Non-Qualified Stock Option
Agreement and Confirmation, which will be forwarded to you under
separate cover.
4. A performance award of Vesting Shares with a value of
$67,500, provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30 million in
gross operating revenue and (ii) $1.5 million of earnings before
interest, taxes and acquisition costs. These Vesting Shares (if earned)
will be awarded within 60 days following the end of SAIC's Fiscal Year
2000, and the number of Vesting Shares awarded will be determined by
reference to the Formula Price in effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on
the first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if
applicable) is "AT WILL" and that such employment may be terminated at any time,
with or without cause, subject only to the right to receive severance payments
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("SEVERANCE AGREEMENT").
The special retention package described in Section B above will be
conditioned upon your execution and return of SAIC's Non-Solicitation Agreement,
a copy of which is enclosed herewith. Moreover, by accepting the benefits
described herein, (i) you waive any right to assert a "COVERED TERMINATION" as
described in Section 5.6(c) of the Severance Agreement and (ii)
<PAGE> 3
you acknowledge that the establishment of dual reporting relationships (pursuant
to which you or your subordinates also will report to SAIC counterparts) which
does not result in any actual material diminution in your duties or
responsibilities shall not constitute a "COVERED TERMINATION" pursuant to
Section 5.6(a) of the Severance Agreement. You further acknowledge and agree
that (x) the bonus payments and awards described in Section B above are
extraordinary and are not anticipated to be recurring, and (y) that for future
years, your "COMPANY BONUS" will not be guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A Werner
-------------------------------------
Acknowledged and Agreed
By: /s/ Louis Delzompo
--------------------------
Louis Delzompo
<PAGE> 1
EXHIBIT 99(c)(15)
February 19, 1999
Mr. Stephen Ghiglieri
701 Rosemount Road
Oakland, California 94610
Dear Stephen:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $170,000, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $104,000, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January, 2000
("Fiscal Year 2000").
3. All vacation, insurance, retirement and other benefits generally
available to similarly situated employees of SAIC's Health
Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $70,000, which will be paid in cash as soon as
practicable following the Closing.
2. A stay-in-place bonus of either:
(a) $105,000, which will be paid in shares of SAIC's Class A
Common Stock ("SAIC Stock") vesting over four years
("Vesting Shares"). These Vesting Shares will be awarded
as soon as practicable following the Closing, and the
number of Vesting Shares awarded to you will be
1
<PAGE> 2
determined by reference to the formula price for SAIC
Stock (as determined by SAIC's Board of Directors) in
effect on the date of the award (the "Formula Price").
Such Vesting Shares will be awarded in accordance with
SAIC's 1984 Bonus Compensation Plan, as amended, and shall
be subject to SAIC's standard form of Bonus Compensation
Stock Restriction Agreement, which will be forwarded to
you under separate cover,
OR
(Circled) (b) $70,000, which will be paid in cash on the first
anniversary of the Closing.
3. An award of options to purchase 2,435 shares of SAIC Stock which
will vest over four years ("Vesting Options"). Your Vesting
Options will be granted as soon as practicable following the
Closing, and the exercise price with respect to the Vesting
Options shall be the Formula Price in effect on the date of
grant. Your Vesting Options will be granted (subject to the
approval of SAIC's Stock Option Committee) in accordance with
SAIC's 1998 Stock Option Plan, as amended, and shall be subject
to SAIC's standard form of Non-Qualified Stock Option Agreement
and Confirmation, which will be forwarded to you under separate
cover.
4. A performance award of Vesting Shares with a value of $105,000,
provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30 million
in gross operating revenue and (ii) $1.5 million of earnings
before interest, taxes and acquisition costs. These Vesting
Shares (if earned) will be awarded within 60 days following the
end of SAIC's Fiscal Year 2000, and the number of Vesting Shares
awarded will be determined by reference to the Formula Price in
effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments pursuant
to that certain Executive Severance Benefits Agreement between you and Oacis
("Severance Agreement").
2
<PAGE> 3
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A Werner
------------------------------------------
Acknowledged and Agreed
By: /s/ Stephen Ghiglieri
--------------------------
Stephen Ghiglieri
3
<PAGE> 1
EXHIBIT 99(c)(16)
February 19, 1999
Mr. Jim Kennick
2759 Cherry Lane
Walnut Creek, California 94596
Dear Jim:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $112,000, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $16,800, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January, 2000
("Fiscal Year 2000").
3. All vacation, insurance, retirement and other benefits generally
available to similarly situated employees of SAIC's Health
Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $15,000, which will be paid in cash as soon as
practicable following the Closing.
2. A stay-in-place bonus of either:
(Circled) (a) $22,500, which will be paid in shares of SAIC's Class A
Common Stock ("SAIC Stock") vesting over four years
("Vesting Shares"). These Vesting Shares will be awarded
as soon as practicable following the Closing, and the
number of Vesting Shares awarded to you will be
1
<PAGE> 2
determined by reference to the formula price for SAIC
Stock (as determined by SAIC's Board of Directors) in
effect on the date of the award (the "Formula Price").
Such Vesting Shares will be awarded in accordance with
SAIC's 1984 Bonus Compensation Plan, as amended, and shall
be subject to SAIC's standard form of Bonus Compensation
Stock Restriction Agreement, which will be forwarded to
you under separate cover,
OR
(b) $15,000, which will be paid in cash on the first
anniversary of the Closing.
3. An award of options to purchase 1,604 shares of SAIC Stock which
will vest over four years ("Vesting Options"). Your Vesting
Options will be granted as soon as practicable following the
Closing, and the exercise price with respect to the Vesting
Options shall be the Formula Price in effect on the date of
grant. Your Vesting Options will be granted (subject to the
approval of SAIC's Stock Option Committee) in accordance with
SAIC's 1998 Stock Option Plan, as amended, and shall be subject
to SAIC's standard form of Non-Qualified Stock Option Agreement
and Confirmation, which will be forwarded to you under separate
cover.
4. A performance award of Vesting Shares with a value of $22,500,
provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30 million
in gross operating revenue and (ii) $1.5 million of earnings
before interest, taxes and acquisition costs. These Vesting
Shares (if earned) will be awarded within 60 days following the
end of SAIC's Fiscal Year 2000, and the number of Vesting Shares
awarded will be determined by reference to the Formula Price in
effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A Werner
------------------------------------
Acknowledged and Agreed
By: /s/ Jim Kennick
-------------------------------
Jim Kennick
3
<PAGE> 1
EXHIBIT 99(c)(17)
February 19, 1999
Mr. Richard Larsen
67 Mountain View Road
Fairfax, California 94930
Dear Rick:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 COMPENSATION AND BENEFITS. The basic components of your 1999
compensation package will be:
1. A base salary of $140,000, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $28,000, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January,
2000 ("Fiscal Year 2000"). Full credit will be given under
these plans for prior service with Oacis and predecessor
companies.
[handwritten note:]
Full credit will be
given under these
plans for prior
service with Oacis
and predecessor
companies.
(Circled) 3. All vacation, insurance, retirement and other
benefits generally available to similarly situated
employees of SAIC's Health Solutions Group.
B. SPECIAL RETENTION PACKAGE. Your special retention award will include:
1. A sign-on bonus of $30,000, which will be paid in
cash as soon as practicable following the Closing.
2. A stay-in-place bonus of either:
(a) $45,000, which will be paid in
shares of SAIC's Class A Common
Stock ("SAIC Stock") vesting over
four years ("Vesting Shares"). These
Vesting Shares will be awarded as
soon as practicable following the
Closing, and the number of Vesting
Shares awarded to you will be
<PAGE> 2
determined by reference to the
formula price for SAIC Stock (as
determined by SAIC's Board of
Directors) in effect on the date of
the award (the "Formula Price").
Such Vesting Shares will be awarded
in accordance with SAIC's 1984 Bonus
Compensation Plan, as amended, and
shall be subject to SAIC's standard
form of Bonus Compensation Stock
Restriction Agreement, which will be
forwarded to you under separate
cover,
OR
(Circled) (b) $30,000, which will be paid in cash
on the first anniversary of the
Closing.
3. An award of options to purchase 2,005 shares of SAIC Stock
which will vest over four years ("Vesting Options"). Your Vesting
Options will be granted as soon as practicable following the
Closing, and the exercise price with respect to the Vesting Options
shall be the Formula Price in effect on the date of grant. Your
Vesting Options will be granted (subject to the approval of SAIC's
Stock Option Committee) in accordance with SAIC's 1998 Stock
Option Plan, as amended, and shall be subject to SAIC's standard
form of Non-Qualified Stock Option Agreement and Confirmation,
which will be forwarded to you under separate cover.
4. A performance award of Vesting Shares with a value of $45,000,
provided that, for the period beginning April 1, 1999, and ending
January 31, 2000, Oacis achieves at least (i) $30 million in gross
operating revenue and (ii) $1.5 million of earnings before interest,
taxes and acquisition costs. These Vesting Shares (if earned) will
be awarded within 60 days following the end of SAIC's Fiscal
Year 2000, and the number of Vesting Shares awarded will be
determined by reference to the Formula Price in effect on the date
of award.
The Vesting Shares and Vesting Options described above will vest
20% on the first, second and third anniversaries of the date of award, and 40%
on the fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC
(if applicable) is "at will" and that such employment may be terminated at any
time, with or without cause, subject only to the right to receive severance
payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will
be conditioned upon your execution and return of SAIC's Non-Solicitation
Agreement, a copy of which is enclosed herewith. Moreover, by accepting the
benefits described herein, (i) you waive any right to assert a "Covered
Termination" as described in Section 5.6(c) of the Severance Agreement and (ii)
you acknowledge that the establishment of dual reporting relationships (pursuant
to which you or your subordinates also will report to SAIC counterparts) which
does not result in any actual material diminution in your duties or
responsibilities shall not constitute a "Covered Termination" pursuant to
Section 5.6(a) of the Severance Agreement. You further acknowledge and agree
that (x) the bonus payments and awards described in Section B above are
extraordinary and are not anticipated to be recurring, and (y) that for future
years, your "company bonus" will not be guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A Werner
-------------------------------
Acknowledged and Agreed
By: /s/ Richard Larsen
--------------------------
Richard Larsen
3
<PAGE> 1
EXHIBIT 99(c)(18)
February 19, 1999
Mr. Jim McCord
753 Partridge Avenue
Menlo Park, California 94025
Dear Jim:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $218,400, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $109,200, which will be earned
ratably on a monthly basis following the closing of
the acquisition ("Closing") and will be paid in
cash as soon as practicable following the end of
SAIC's fiscal year ending in January, 2000 ("Fiscal
Year 2000").
3. All vacation, insurance, retirement and other
benefits generally available to similarly situated
employees of SAIC's Health Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $70,000, which will be paid in
cash as soon as practicable following the Closing.
2. A stay-in-place bonus of either:
(Circled) (a) $105,000, which will be paid in
shares of SAIC's Class A Common
Stock ("SAIC Stock") vesting over
four years ("Vesting Shares"). These
Vesting Shares will be awarded as
soon as practicable following the
Closing, and the number of Vesting
Shares awarded to you will be
<PAGE> 2
determined by reference to the
formula price for SAIC Stock (as
determined by SAIC's Board of
Directors) in effect on the date of
the award (the "Formula Price").
Such Vesting Shares will be awarded
in accordance with SAIC's 1984 Bonus
Compensation Plan, as amended, and
shall be subject to SAIC's standard
form of Bonus Compensation Stock
Restriction Agreement, which will be
forwarded to you under separate
cover,
OR
(b) $70,000, which will be paid in cash
on the first anniversary of the
Closing.
3. An award of options to purchase 3,128 shares of SAIC Stock
which will vest over four years ("Vesting Options"). Your Vesting
Options will be granted as soon as practicable following the
Closing, and the exercise price with respect to the Vesting Options
shall be the Formula Price in effect on the date of grant. Your
Vesting Options will be granted (subject to the approval of SAIC's
Stock Option Committee) in accordance with SAIC's 1998 Stock
Option Plan, as amended, and shall be subject to SAIC's standard
form of Non-Qualified Stock Option Agreement and Confirmation,
which will be forwarded to you under separate cover.
4. A performance award of Vesting Shares with a value of $105,000,
provided that, for the period beginning April 1, 1999, and ending
January 31, 2000, Oacis achieves at least (i) $30 million in gross
operating revenue and (ii) $1.5 million of earnings before interest,
taxes and acquisition costs. These Vesting Shares (if earned) will
be awarded within 60 days following the end of SAIC's Fiscal
Year 2000, and the number of Vesting Shares awarded will be
determined by reference to the Formula Price in effect on the date
of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A Werner
-----------------------------------------
Acknowledged and Agreed
By: /s/ Jim McCord
--------------------------------
Jim McCord
3
<PAGE> 1
EXHIBIT 99(c)(19)
February 19, 1999
Ms. Lee Ann Slinkard
5937 Buena Vista Avenue
Oakland, California 94618
Dear Lee Ann:
We write to welcome Oacis Healthcare Systems ("Oacis") to the Science
Applications International Corporation ("SAIC") corporate family. This letter
also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits
as an Oacis employee and (ii) a special retention package granted to you in
connection with SAIC's acquisition of Oacis.
A. 1999 Compensation and Benefits. The basic components of your 1999
compensation package will be:
1. A base salary of $175,000, payable bi-weekly on SAIC's normal
payroll dates.
2. A company bonus of $43,750, which will be earned ratably on a
monthly basis following the closing of the acquisition
("Closing") and will be paid in cash as soon as practicable
following the end of SAIC's fiscal year ending in January,
2000 ("Fiscal Year 2000").
3. All vacation, insurance, retirement and other benefits
generally available to similarly situated employees of SAIC's
Health Solutions Group.
B. Special Retention Package. Your special retention award will include:
1. A sign-on bonus of $45,000, which will be paid in cash as soon
as practicable following the Closing.
2. A stay-in-place bonus of either:
(a) $67,500, which will be paid in shares of SAIC's Class
A Common Stock ("SAIC Stock") vesting over four years
("Vesting Shares"). These Vesting Shares will be
awarded as soon as practicable following the Closing,
and the number of Vesting Shares awarded to you will
be
<PAGE> 2
determined by reference to the formula price for SAIC
Stock (as determined by SAIC's Board of Directors) in
effect on the date of the award (the "Formula
Price"). Such Vesting Shares will be awarded in
accordance with SAIC's 1984 Bonus Compensation Plan,
as amended, and shall be subject to SAIC's standard
form of Bonus Compensation Stock Restriction
Agreement, which will be forwarded to you under
separate cover,
OR
(Circled) (b) $45,000, which will be paid in cash on the first
anniversary of the Closing. [handwritten note:]
Carrying over your years of serving (other)
3. An award of options to purchase 2,506 shares of SAIC Stock
which will vest over four years ("Vesting Options"). Your
Vesting Options will be granted as soon as practicable
following the Closing, and the exercise price with respect to
the Vesting Options shall be the Formula Price in effect on
the date of grant. Your Vesting Options will be granted
(subject to the approval of SAIC's Stock Option Committee) in
accordance with SAIC's 1998 Stock Option Plan, as amended, and
shall be subject to SAIC's standard form of Non-Qualified
Stock Option Agreement and Confirmation, which will be
forwarded to you under separate cover.
4. A performance award of Vesting Shares with a value of $67,500,
provided that, for the period beginning April 1, 1999, and
ending January 31, 2000, Oacis achieves at least (i) $30
million in gross operating revenue and (ii) $1.5 million of
earnings before interest, taxes and acquisition costs. These
Vesting Shares (if earned) will be awarded within 60 days
following the end of SAIC's Fiscal Year 2000, and the number
of Vesting Shares awarded will be determined by reference to
the Formula Price in effect on the date of award.
The Vesting Shares and Vesting Options described above will vest 20% on the
first, second and third anniversaries of the date of award, and 40% on the
fourth anniversary of the date of award.
You acknowledge and agree that your employment by Oacis or SAIC (if applicable)
is "at will" and that such employment may be terminated at any time, with or
without cause, subject only to the right to receive severance payments
2
<PAGE> 3
pursuant to that certain Executive Severance Benefits Agreement between you and
Oacis ("Severance Agreement").
The special retention package described in Section B above will be conditioned
upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of
which is enclosed herewith. Moreover, by accepting the benefits described
herein, (i) you waive any right to assert a "Covered Termination" as described
in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the
establishment of dual reporting relationships (pursuant to which you or your
subordinates also will report to SAIC counterparts) which does not result in any
actual material diminution in your duties or responsibilities shall not
constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance
Agreement. You further acknowledge and agree that (x) the bonus payments and
awards described in Section B above are extraordinary and are not anticipated to
be recurring, and (y) that for future years, your "company bonus" will not be
guaranteed, but will be merit based.
We look forward to your joining SAIC.
Very truly yours,
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Kevin A. Werner
-------------------------------------
Acknowledged and Agreed
By: /s/ Lee Ann Slinkard
---------------------------
Lee Ann Slinkard
3
<PAGE> 1
EXHIBIT 99(c)(20)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Louis
Bunz ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY
INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in
that certain Employee Confidentiality and Proprietary Information Agreement
between Oacis and Employee shall be deemed to include SAIC and its other
affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in Section 5,
questions concerning the validity and operation of this Agreement and the
performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several
rights and remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver or, or an election to exercise, any other such right or remedy. No waiver
of any term or condition of this Agreement shall be construed as a waiver of any
other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or proceeding
relating to this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by written agreement
among the parties hereto which states that it is intended to be a modification
of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
---------------------
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
-----------------------------
"EMPLOYEE" /s/ Louis Bunz
2
<PAGE> 1
EXHIBIT 99(c)(21)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and John
Churin ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the closing
date pursuant to that certain Agreement and Plan of Merger dated February 21,
1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems
("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on the
Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY
INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in
that certain Employee Confidentiality and Proprietary Information Agreement
between Oacis and Employee shall be deemed to include SAIC and its other
affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest
extent permissible under the law applicable. If any particular provisions or
portion of this Agreement shall be adjudicated to be invalid or unenforceable by
a court of competent jurisdiction, this Agreement shall be deemed amended to
delete therefrom such provision or portion adjudicated to be invalid or
unenforceable, such amendment to apply only with respect to the operation of
this paragraph in the particular jurisdiction in which such adjudication is
made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in Section 5,
questions concerning the validity and operation of this Agreement and the
performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several
rights and remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver or, or an election to exercise, any other such right or remedy. No waiver
of any term or condition of this Agreement shall be construed as a waiver of any
other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or proceeding
relating to this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by written agreement
among the parties hereto which states that it is intended to be a modification
of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of any successor or assignee of Oacis.
Dated: February 19, 1999
---------------------
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
--------------------------------
"EMPLOYEE" /s/ John Churin
2
<PAGE> 1
EXHIBIT 99(c)(22)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into
among Science Applications International Corporation ("SAIC") and Louis Delzompo
("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 19, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
-----------------------------
"EMPLOYEE" /s/ Louis Delzompo
2
<PAGE> 1
EXHIBIT 99(c)(23)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Stephen
Ghilglieri ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
----------------------------------
"EMPLOYEE" /s/ Stephen Ghiglieri
2
<PAGE> 1
EXHIBIT 99(c)(24)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and
entered into among Science Applications International Corporation ("SAIC") and
Jim Kennick ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
---------------------------------
"EMPLOYEE" /s/ Jim Kennick
2
<PAGE> 1
EXHIBIT 99(c)(25)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Richard
Larsen ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
-----------------------------
"EMPLOYEE" /s/ Richard Larsen
2
<PAGE> 1
EXHIBIT 99(c)(26)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and
entered into among Science Applications International Corporation ("SAIC") and
Jim McCord ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
1
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in
Section 5, questions concerning the validity and operation of this Agreement and
the performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the
several rights and remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall not be
deemed a waiver or, or an election to exercise, any other such right or remedy.
No waiver of any term or condition of this Agreement shall be construed as a
waiver of any other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or
proceeding relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable
law, this Agreement may be amended, modified and supplemented only by written
agreement among the parties hereto which states that it is intended to be a
modification of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and
shall inure to the benefit of any successor or assignee of Oacis.
Dated: February 20, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
----------------------------
"EMPLOYEE" /s/ Jim McCord
2
<PAGE> 1
EXHIBIT 99(c)(27)
NON-SOLICITATION AGREEMENT
THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered
into among Science Applications International Corporation ("SAIC") and Lee Ann
Slinkard ("Employee").
1. EFFECTIVE DATE. This Agreement shall be effective as of the
closing date pursuant to that certain Agreement and Plan of Merger dated
February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis
Healthcare Systems ("Oacis").
2. CONSIDERATION. In consideration, in part, of the covenants of
Employee set forth in Section 3 below, SAIC shall provide to Employee the
special retention package described in that certain letter dated February 19,
1999.
3. NON-SOLICITATION COVENANT. Throughout the period beginning on
the Effective Date and continuing for a period of one (1) year from the date
Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other
affiliate or subsidiary of SAIC , Employee, without SAIC's prior written
consent, shall not, directly or indirectly, whether as an employee, consultant,
independent contractor, partner, joint venturer or otherwise, (i) solicit or
induce, or in any manner attempt to solicit or induce, any person employed by,
or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to
terminate such person's employment or agency, as the case may be, therewith or
(ii) divert, or attempt to divert, any person, concern, or entity from doing
business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will
Employee attempt to induce any such person, concern or entity to cease being a
customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of
SAIC.
4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND
PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as
set forth in that certain Employee Confidentiality and Proprietary Information
Agreement between Oacis and Employee shall be deemed to include SAIC and its
other affiliates and subsidiaries.
5. SEVERABLE PROMISES. This Agreement shall be enforced to the
fullest extent permissible under the law applicable. If any particular
provisions or portion of this Agreement shall be adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, this Agreement shall be
deemed amended to delete therefrom such provision or portion adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of this paragraph in the particular jurisdiction in which such
adjudication is made.
1
<PAGE> 2
6. MISCELLANEOUS.
(a) GOVERNING LAW. Except as expressly set forth in Section 5,
questions concerning the validity and operation of this Agreement and the
performance of the obligations imposed upon the parties hereunder shall be
governed by the laws of the State of California.
(b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several
rights and remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of any one of such rights or remedies shall not be deemed a
waiver or, or an election to exercise, any other such right or remedy. No waiver
of any term or condition of this Agreement shall be construed as a waiver of any
other term or condition.
(c) ATTORNEYS' FEES. In the event of any action or proceeding
relating to this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees.
(d) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by written agreement
among the parties hereto which states that it is intended to be a modification
of this Agreement.
(f) ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of any successor or assignee of Oacis.
Dated: February 19, 1999
"SAIC" SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: /s/ Kevin A. Werner
---------------------------
"EMPLOYEE" /s/ Lee Ann Slinkard
<PAGE> 1
EXHIBIT 99(c)(28)
AMENDMENT TO EXECUTIVE SEVERANCE
BENEFITS AGREEMENT
This Amendment (the "AMENDMENT") to that certain Executive Severance
Benefits Agreement entered into between John C. Kingery ("EXECUTIVE") and Oacis
Healthcare Systems, Inc. ("OHS") and Oacis Healthcare Holdings Corp. ("OHC," or
collectively with OHS, the "COMPANY") on October 13, 1998 (the "AGREEMENT") is
entered into this 20th day of February 1999 between Executive and the Company.
This Amendment is intended to amend the Agreement to provide certain
compensation and benefits to Executive in the event a sale of the Company to
Science Applications International Corporation ("SAIC") is consummated, which
compensation and benefits are different from the compensation and benefits to
which Executive might otherwise be entitled under the Agreement. Defined terms
in this Amendment have the same meaning they are given in the Agreement.
The Company and Executive hereby agree as follows:
1. The Agreement is hereby amended to add a new Section 2.6 to the
Agreement as follows:
2.6 Anything in the Agreement to the contrary notwithstanding, in
the event a sale of the Company to SAIC is consummated and Executive's
employment is terminated due to an Involuntary Termination Without Cause or a
Constructive Termination with the time period set forth in Section 2.1 of the
Agreement (the "SALE");
(a) Sections 2.2, 2.3 and 2.4 of the Agreement shall have no
force or effect and Executive shall not be entitled to any of the severance
benefits set forth in those sections;
(b) The Company shall pay to Executive, in lump sum, severance in
the gross amount of $325,000.00, less all required tax withholding, within
thirty (30) days of the closing of the Sale;
(c) Provided that Executive elects continued coverage under
federal COBRA law, the Company shall pay the premiums of Executive's group
health insurance coverage, including coverage for Executive's eligible
dependents, for up to twelve (12) months or until the effective date of
Executive's coverage by a health plan of a subsequent employer, whichever occurs
first. For the balance of the period that Executive is entitled to coverage
under federal
1
<PAGE> 2
COBRA law, Executive shall be entitled to maintain such coverage at Executive's
own expense.
2. Except as amended by Paragraph 1 of this Amendment, this Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
set forth above.
OACIS HEALTHCARE SYSTEMS, INC. JOHN C. KINGERY
By: /s/ JIM MCCORD /s/ JOHN C. KINGERY
----------------------------------- -------------------------------
Name: Jim McCord
---------------------------------
Title: Chief Executive Officer
--------------------------------
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ JIM MCCORD
-----------------------------------
Name: Jim McCord
---------------------------------
Title: Chief Executive Officer
--------------------------------
2
<PAGE> 1
EXHIBIT 99(c)(29)
CONVERSION NOTICE
TO OACIS HEALTHCARE HOLDINGS CORP.:
The undersigned is the registered holder of Warrant No. W-4 (the
"WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings
Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common
Stock of Oacis. The undersigned understands that Oacis proposes to enter into an
agreement with Science Applications International Corporation ("SAIC") pursuant
to which Oacis would be acquired by SAIC by means of a tender offer followed by
a merger (the "MERGER").
Contingent upon and effective immediately prior to the
consummation of the Merger, and without prejudice to the undersigned's ability
to exercise or convert the Warrant at any earlier time, the undersigned hereby
irrevocably converts the Warrant, in accordance with its terms, with respect to
all shares of Oacis Common Stock covered by the Warrant which the undersigned
would be entitled to receive upon the exercise hereof, so long as the Current
Market Price (as such term is used in the Warrant) for purposes of such
conversion is deemed to be equal to the consideration to be received in the
Merger in respect of one (1) share of Oacis Common Stock.
Dated: February 19, 1999
BCIP TRUST ASSOCIATES, L.P.
By: /s/ David C. Dominik
----------------------------------
<PAGE> 1
EXHIBIT 99(c)(30)
CONVERSION NOTICE
TO OACIS HEALTHCARE HOLDINGS CORP.:
The undersigned is the registered holder of Warrant No. W-3 (the
"WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings
Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common
Stock of Oacis. The undersigned understands that Oacis proposes to enter into an
agreement with Science Applications International Corporation ("SAIC") pursuant
to which Oacis would be acquired by SAIC by means of a tender offer followed by
a merger (the "MERGER").
Contingent upon and effective immediately prior to the
consummation of the Merger, and without prejudice to the undersigned's ability
to exercise or convert the Warrant at any earlier time, the undersigned hereby
irrevocably converts the Warrant, in accordance with its terms, with respect to
all shares of Oacis Common Stock covered by the Warrant which the undersigned
would be entitled to receive upon the exercise hereof, so long as the Current
Market Price (as such term is used in the Warrant) for purposes of such
conversion is deemed to be equal to the consideration to be received in the
Merger in respect of one (1) share of Oacis Common Stock.
Dated: February 19, 1999
BCIP ASSOCIATES, L.P.
By: /s/ David C. Dominik
-------------------------------
<PAGE> 1
EXHIBIT 99(c)(31)
CONVERSION NOTICE
TO OACIS HEALTHCARE HOLDINGS CORP.:
The undersigned is the registered holder of Warrant No. W-2 (the
"WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings
Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common
Stock of Oacis. The undersigned understands that Oacis proposes to enter into an
agreement with Science Applications International Corporation ("SAIC") pursuant
to which Oacis would be acquired by SAIC by means of a tender offer followed by
a merger (the "MERGER").
Contingent upon and effective immediately prior to the
consummation of the Merger, and without prejudice to the undersigned's ability
to exercise or convert the Warrant at any earlier time, the undersigned hereby
irrevocably converts the Warrant, in accordance with its terms, with respect to
all shares of Oacis Common Stock covered by the Warrant which the undersigned
would be entitled to receive upon the exercise hereof, so long as the Current
Market Price (as such term is used in the Warrant) for purposes of such
conversion is deemed to be equal to the consideration to be received in the
Merger in respect of one (1) share of Oacis Common Stock.
Dated: February 19, 1999
INFORMATION PARTNERS CAPITAL FUND, L.P.
By: /s/ David C. Dominik
--------------------------------------
<PAGE> 1
EXHIBIT 99(c)(32)
CONVERSION NOTICE
TO OACIS HEALTHCARE HOLDINGS CORP.:
The undersigned is the registered holder of Warrant No. W-1 (the
"WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings
Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common
Stock of Oacis. The undersigned understands that Oacis proposes to enter into an
agreement with Science Applications International Corporation ("SAIC") pursuant
to which Oacis would be acquired by SAIC by means of a tender offer followed by
a merger (the "MERGER").
Contingent upon and effective immediately prior to the
consummation of the Merger, and without prejudice to the undersigned's ability
to exercise or convert the Warrant at any earlier time, the undersigned hereby
irrevocably converts the Warrant, in accordance with its terms, with respect to
all shares of Oacis Common Stock covered by the Warrant which the undersigned
would be entitled to receive upon the exercise hereof, so long as the Current
Market Price (as such term is used in the Warrant) for purposes of such
conversion is deemed to be equal to the consideration to be received in the
Merger in respect of one (1) share of Oacis Common Stock.
Dated: February 19, 1999
THE BELL ATLANTIC SYSTEMS GROUP, INC.
By: /s/ Diane K. Ferber
-------------------------------
<PAGE> 1
EXHIBIT 99(c)(33)
To the Board of Directors of Oacis Healthcare Holdings Corp.:
RESIGNATION
THE UNDERSIGNED, Fred Goad, hereby resigns as a Director of Oacis Healthcare
Holdings Corp. (the "Company"), any subsidiary of the Company and any committee
of the Board of Directors of the Company or of any such subsidiary, effective
upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Science Applications International Corporation, of
the shares of common stock, par value $0.01 per share, of the Company tendered
in the offer to purchase all outstanding shares of Company common stock pursuant
to the Merger Agreement dated the date hereof.
/s/ Fred Goad
---------------------------------
Fred Goad
Dated: February 20, 1999
<PAGE> 1
EXHIBIT 99(c)(34)
To the Board of Directors of Oacis Healthcare Holdings Corp.:
RESIGNATION
THE UNDERSIGNED, John Kingery, hereby resigns as a Director of Oacis Healthcare
Holdings Corp. (the "Company"), any subsidiary of the Company and any committee
of the Board of Directors of the Company or of any such subsidiary, effective
upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Science Applications International Corporation, of
the shares of common stock, par value $0.01 per share, of the Company tendered
in the offer to purchase all outstanding shares of Company common stock pursuant
to the Merger Agreement dated the date hereof.
/s/ John Kingery
---------------------------------
John Kingery
Dated: February 20, 1999
<PAGE> 1
EXHIBIT 99(c)(35)
To the Board of Directors of Oacis Healthcare Holdings Corp.:
RESIGNATION
THE UNDERSIGNED, Jim McCord, hereby resigns as a Director of Oacis Healthcare
Holdings Corp. (the "Company"), any subsidiary of the Company and any committee
of the Board of Directors of the Company or of any such subsidiary, effective
upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Science Applications International Corporation, of
the shares of common stock, par value $0.01 per share, of the Company tendered
in the offer to purchase all outstanding shares of Company common stock pursuant
to the Merger Agreement dated the date hereof.
/s/ Jim McCord
------------------------
Jim McCord
Dated: February 20, 1999
<PAGE> 1
EXHIBIT 99(c)(36)
To the Board of Directors of Oacis Healthcare Holdings Corp.:
RESIGNATION
THE UNDERSIGNED, Dennis G. Sisco, hereby resigns as a Director of Oacis
Healthcare Holdings Corp. (the "Company"), any subsidiary of the Company and any
committee of the Board of Directors of the Company or of any such subsidiary,
effective upon the purchase by Oscar Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Science Applications International
Corporation, of the shares of common stock, par value $0.01 per share, of the
Company tendered in the offer to purchase all outstanding shares of Company
common stock pursuant to the Merger Agreement dated the date hereof.
/s/ Dennis G. Sisco
----------------------------------
Dennis G. Sisco
Dated: February 20, 1999
<PAGE> 1
EXHIBIT 99(c)(37)
MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT governs the disclosure of information by and
between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications
International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE
DATE").
1. As used herein, "CONFIDENTIAL INFORMATION" shall mean any
and all technical and non-technical information provided by either party to the
other, including but not limited to (a) patent and patent applications, (b)
trade secret, and (c) proprietary information, ideas, techniques, sketches,
drawings, works of authorship, models, inventions, know-how, processes,
apparatuses, equipment, algorithms, software programs, software source
documents, and formulae related to the current, future, and proposed products
and services of each of the parties, and including, without limitation, their
respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists, investors,
employees, business and contractual relationships, business forecasts, sales and
merchandising, marketing plans and information the disclosing party provides
regarding third parties.
2. Each party agrees that at all times until termination or
expiration of this Agreement it will hold in strict confidence and not disclose
to any third party Confidential Information of the other, except as approved in
writing by the other party to this Agreement, and will use the Confidential
Information for no purpose other than evaluating or pursuing a business
relationship with the other party to this Agreement. Notwithstanding the above,
the party to whom Confidential Information was disclosed (the "RECIPIENT") shall
not be in violation of this Section 3 with regard to a disclosure that was in
response to a valid order by a court or other governmental body, provided that
the Recipient provides the other party with prior written notice of such
disclosure in order to permit the other party to seek confidential treatment of
such information. Each party shall only permit access to Confidential
Information of the other party to those of its employees or authorized
representatives having a need to know and who have signed confidentiality
agreements or are otherwise bound by confidentiality obligations at least as
restrictive as those contained herein.
3. Each party shall immediately notify the other upon
discovery of any loss or unauthorized disclosure of the Confidential Information
of the other party.
4. Each party's obligations under this Agreement with respect
to any portion of the other party's Confidential Information shall terminate
when the Recipient can document that: (a) it was in the public domain at the
time it was
<PAGE> 2
communicated to the Recipient by the other party; (b) it entered the public
domain subsequent to the time it was communicated to the Recipient by the other
party through no fault of the Recipient; (c) it was in the Recipient's
possession free of any obligation of confidence at the time it was communicated
to the Recipient by the other party; (d) it was rightfully communicated to the
Recipient free of any obligation of confidence subsequent to the time it was
communicated to the Recipient by the other party or (e) it was communicated by
the other party to an unaffiliated third party free of any obligation of
confidence.
5. Upon termination or expiration of the Agreement, or upon
written request of the other party, each party shall promptly destroy or return
to the other all documents and other tangible materials representing the other's
Confidential Information and all copies thereof. The Recipient agrees to destroy
all documents, memoranda, notes and other writings whatsoever prepared by the
Recipient or its employees or representatives based on the information contained
in the Confidential Information (except for references or summaries appearing in
minutes or corporate records).
6. In addition, each party agrees that it will not (and
direct its employees and representatives not to) disclose (i) to any person
either the fact that discussions or negotiations are taking place concerning one
or more possible transactions between the parties or (ii) any of the terms,
conditions or other facts with respect to any such possible transactions,
including the status thereof.
7. Although the disclosing party has endeavored to include in
the Confidential Information, information known to it which it believes to be
relevant for the purpose of the Recipient's investigation of a potential
transaction, the Recipient acknowledges and agrees that neither the disclosing
party nor any of its employees or representatives have made or make any
representations or warranty as to the accuracy or completeness of all or any
portion of the Confidential Information. The Recipient agrees that neither the
disclosing party nor any of its employees or representatives shall have any
liability to the Recipient or any of the Recipient's employees or
representatives resulting from the use of, or conclusions arising from, the
Confidential Information.
8. The parties recognize and agree that nothing contained in
this Agreement shall be construed as granting any property rights, by license or
otherwise, to any Confidential Information of the other party disclosed pursuant
to this Agreement, or to any invention or any patent, copyright, trademark, or
other intellectual property right that has issued or that may issue, based on
such Confidential Information. Neither party shall make, have made, use or sell
for any purpose any product or other item using, incorporating or derived from
any Confidential Information to the other party.
2
<PAGE> 3
9. Confidential Information shall not be reproduced in any
form except as required to accomplish the intent of this Agreement. Any
reproduction of any Confidential Information of the other party by either party
shall remain the property of the disclosing party and shall contain any and all
confidential or proprietary notices or legends which appear on the original,
unless otherwise authorized in writing by the other party.
10. Nothing contained herein shall imply any obligations of
either party to proceed with a transaction between the parties, and each party
reserves the right to terminate the discussions contemplated hereunder, with or
without cause, without any liability for such termination.
11. This Agreement shall terminate three (3) years after the
Effective Date and shall be binding upon the Recipient's heirs, successors and
assigns.
12. This Agreement shall be governed by and construed in
accordance with the laws of California without reference to conflict of laws
principles. This Agreement may not be amended except by a writing signed by both
parties hereto.
13. Each party acknowledges that its breach of the Agreement
will cause irreparable damage and hereby agrees that the other party shall be
entitled to seek injunctive relief under this Agreement, as well as such further
relief as may be granted by a court of competent jurisdiction. Additionally, in
the event of a breach by the Recipient, the disclosing party shall be entitled
to recover the costs of enforcing this Agreement including, without limitation
reasonable attorneys' fees.
14. If any provision of this Agreement is found by a proper
authority to be unenforceable or invalid such unenforceability or invalidity
shall not render this Agreement unenforceable or invalid as a whole and in such
event, such provision shall be changed and interpreted so as to best accomplish
the objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions.
15. Neither party shall communicate any information to the
other in violation of the proprietary rights of any third party.
16. Neither party will assign or transfer any rights or
obligations under this Agreement without the prior written consent of the other
party.
17. Neither party shall export, directly or indirectly, any
technical data acquired from the other pursuant to this Agreement or any product
utilizing any
3
<PAGE> 4
such data to any country for which the U.S. Government or any agency thereof at
the time of export requires an export license or other governmental approval
without first obtaining such license or approval.
18. All notices or reports permitted or required under this
Agreement shall be in writing and shall be delivered by personal delivery,
electronic mail, facsimile transmission or by certified or registered mail,
return receipt requested, and shall be deemed given upon personal delivery, five
(5) days after deposit in the mail, or upon acknowledgment of receipt of
electronic transmission. Notices shall be sent to the addresses set forth at the
end of this Agreement or such other address as either party may specify in
writing.
19. Each of the parties agrees that the software programs of
the other party contain valuable confidential information and each party agrees
it will not modify, reverse engineer, decompile, create other works from, or
disassemble any software programs contained in the Confidential Information of
the other party without the prior written consent of the other party.
20. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute only one instrument.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Mutual
Non-Disclosure Agreement to be executed as of the Effective Date.
OACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
By: /s/ Stephen Ghiglieri By: /s/ K. J. Houston
------------------------ ----------------------------
Name: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston
---------------------- --------------------------
Date: November 4, 1998 Date: November 4, 1998
---------------------- --------------------------
Address: The Oacis Building Address: 10260 Campus Point Drive
1101 Fifth Avenue San Diego, CA 92121
San Rafael, CA 94901
5
<PAGE> 1
EXHIBIT 99(c)(38)
AGREEMENT
AGREEMENT ("Agreement") dated as of January 15, 1999 by and between
Science Applications International Corporation, a Delaware corporation ("SAIC"),
and Oacis Healthcare Holdings Corporation, a Delaware corporation ("Oacis").
WHEREAS, SAIC is considering a possible transaction between SAIC and
Oacis (the "Transaction"); and
WHEREAS, SAIC is prepared to continue its consideration of such
Transaction on the basis of, among other things, the matters referred to below;
NOW, THEREFORE, in consideration of the foregoing, and the terms,
provisions and agreements contained herein, the parties agree as follows:
SECTION 1. Exclusivity Period. (a) Oacis agrees that, in recognition of the
effort and expenses that will be devoted by SAIC to considering and pursuing a
Transaction, except to the extent the board of directors of Oacis (the "Board
of Directors"), after receiving advice of its counsel, concludes that
compliance with this sentence would be inconsistent with its fiduciary duties,
Oacis will work exclusively with SAIC with respect to a possible transaction
involving the acquisition of Oacis for a period beginning on the date hereof
and expiring on February 15, 1999 or any earlier date as of which SAIC fails to
engage in good faith negotiations to reach a definitive agreement concerning
the possible Transaction ("Exclusivity Period").
(b) During the Exclusivity Period and except to the extent the Board of
Directors of Oacis, after receiving advice of its counsel, concludes that
compliance with this paragraph (b) would be inconsistent with its fiduciary
duties, Oacis, its subsidiaries and its advisors and representatives agree not
to, directly or indirectly, (i) solicit, initiate or encourage the submission
of proposals or offers relating to any transaction of the type referred to in
clause (iii) below ("Acquisition Proposal"), (ii) respond, other than to
acknowledge receipt and indicate that Oacis may not further respond, to any
such Acquisition Proposal, (iii) engage in any negotiations or discussions with
any person or entity relating to any merger, consolidation, acquisition
affecting the ownership of the capital stock of Oacis or its subsidiaries or
the purchase of all or a portion of Oacis' or its subsidiaries' assets (other
than purchases of assets in the ordinary course of business), or (iv) provide
any confidential information concerning Oacis and/or its subsidiaries to any
person or entity who is considering making or has made an Acquisition Proposal
other than SAIC and its representatives. In the event that Oacis, its
subsidiaries or its advisors or representatives receive a solicited or
<PAGE> 2
unsolicited inquiry, proposal or offer for such a transaction or obtain
information that such an offer is likely to be made, Oacis will provide SAIC
with notice thereof as soon as practicable after receipt thereof but in no event
later than 24 hours after receipt thereof, including (unless prohibited by law)
the identity of the prospective purchaser or soliciting party.
Section 2. Expenses. (a) In recognition of the expenses previously incurred and
the further expenses to be incurred by SAIC in connection with its consideration
of a possible Transaction, Oacis agrees that if, prior to the expiration of the
Exclusivity Period, (i) Oacis fails to engage in good faith negotiations to
reach a definitive agreement concerning the possible Transaction or (ii) the
Board of Directors of Oacis, after receiving advice of counsel, concludes that
(x) compliance with the exclusivity requirement set forth in the first sentence
of Section 1(a) or (y) not taking any action referred to in clause (i), (ii),
(iii) or (iv) of Section 1(b) (whether such action is to be taken by Oacis, any
of its subsidiaries, any of its advisors or any of its representatives) is
inconsistent with its fiduciary duties, then Oacis will reimburse SAIC for
SAIC's reasonable expenses incurred in connection with its consideration of a
proposed Transaction up to a maximum of $100,000.
(b) The required reimbursement will be paid by wire transfer within five
business days following receipt of documentation of the amount due and will be
made to an account designated by SAIC at least two business days prior to the
date such fee is due to be paid.
Section 3. No Additional Obligations. The parties understand and agree that
unless and until a definitive agreement between SAIC and Oacis with respect to a
Transaction has been executed and delivered, neither SAIC nor Oacis will be
under any legal obligation of any kind whatsoever with respect to a Transaction,
except as expressly set forth herein.
Section 4. Remedies. It is further understood and agreed that money damages
would not be a sufficient remedy for any breach of this Agreement and that the
parties shall be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such breach.
Section 5. Effectiveness; Governing Law. This Agreement shall become effective
on the date hereof. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
its conflict of laws principles or rules.
Section 6. Amendments; No Waiver. (a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
2
<PAGE> 3
signed, in the case of an amendment, by the SAIC and Oasis or in the case of a
waiver, by the party against whom the waiver is to be effective.
(b) No failure or delay by either party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
Section 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 8. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
SCIENCE APPLICATIONS OACIS HEALTHCARE
INTERNATIONAL HOLDINGS CORPORATION
CORPORATION
By: /s/ KEVIN A. WERNER By: /s/ STEPHEN F. GHIGLIERI
--------------------- ------------------------
Name: Kevin A. Werner Name: Stephen F. Ghiglieri
Title: Assistant Secretary and Title: Vice President,
Associate General Counsel Chief Financial Officer
and Secretary
<PAGE> 4
[COOLEY GODWARD LLP LETTERHEAD]
February 13, 1999
Kevin A. Werner
Science Applications International Corporation
10260 Campus Point Drive, M/S F3
San Diego, CA 92121
Re: Project Oscar
Dear Mr. Werner
This Letter Agreement hereby acknowledges Oacis Healthcare Holding Corp.'s
("Oacis") agreement to extend the expiration date of the Exclusivity Period
referred in that certain Agreement dated January 15, 1999 between Oacis and
Science Applications International Corporation from February 15, 1999 to
February 19, 1999.
Very truly yours,
Oacis Healthcare Holdings Corp.
By: /s/ JOHN KINGERY
-----------------------------
John Kingery
President
