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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 2
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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OACIS HEALTHCARE HOLDINGS CORP.
(Name of Subject Company)
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OACIS HEALTHCARE HOLDINGS CORP.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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00175167107510
(CUSIP Number of Class of Securities)
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JIM MCCORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OACIS HEALTHCARE HOLDINGS CORP.
1101 FIFTH AVENUE, SUITE 200
SAN RAFAEL, CA 94901
(415) 482-4400
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
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Copies to:
KENNETH L. GUERNSEY, ESQ.
KARYN R. SMITH, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA
20TH FLOOR
SAN FRANCISCO, CA 94111-3580
(415) 693-2000
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on February 26, 1999 by Oacis Healthcare Holdings Corp., a
Delaware corporation (the "Company") (the "Schedule 14D-9"). The Schedule 14D-9
was filed in connection with the tender offer made by Science Applications
International Corporation, a Delaware corporation ("Parent"), and Oscar
Acquisition Corporation., a Delaware corporation ("Purchaser"), to purchase all
of the shares of common stock of the Company at a price of $4.45 per share, net
to the seller in cash (subject to applicable withholding of taxes), without any
interest, 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 with any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used and not defined herein shall
have the meanings given to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 "Background" of the Schedule 14D-9 is hereby amended to include the
following:
On March 18, 1999, Parent and Company issued a joint press release
announcing that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act was terminated on March 17, 1999, allowing Parent to proceed
with its acquisition of the Company. A copy of the joint press release is filed
as Exhibit 16 hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended to include the following as
an exhibit:
Exhibit 16: Text of the Joint Press Release dated March 18, 1999 issued by
Science Applications International Corporation and Oacis Healthcare Holdings
Corp.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ Stephen Ghiglieri
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Name: Stephen Ghiglieri
Title: Vice President of Finance and
Administration, Chief Financial
Officer
Dated: March 19, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99.4 Text of Press Release dated February 22, 1999, issued by Oacis Healthcare
Holdings Corp.
99.5 Letter to stockholders of the Company, dated February 26, 1999.
99.6 Opinion, dated February 20, 1999, of Covington Associates LLC
99.16 Text of Joint Pres Release dated March 18, 1999 issued by Science Applications
International Corporation and Oacis Healthcare Holdings Corp.
</TABLE>
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EXHIBIT 99.16
FOR IMMEDIATE RELEASE
Contact: Jane Van Ryan, SAIC Stephen Ghiglieri, Oacis
703/734-4097 415/482-4400
SAIC, OACIS MERGER AGREEMENT RECEIVES
ANTI-TRUST REVIEW APPROVAL
(SAN DIEGO) March 18, 1999 -- Science Applications International Corp.
(SAIC) and Oacis Healthcare Holdings Corp. (NASDAQ: OCIS) today announced the
two companies have received early termination of the Hart-Scott-Rodino
anti-trust review waiting period applicable to the purchase of shares of common
stock, par value $0.01 per share, of Oacis Healthcare Holdings Corp. (Oacis) by
Oscar Acquisition Corp., a wholly owned subsidiary of SAIC, pursuant to the
tender offer commenced on February 26, 1999.
The waiting period was terminated March 17, 1999.
The tender offer, which is subject to the terms and conditions set forth in
the offer to purchase dated February 26, 1999, as amended, and the related
letter of transmittal, is currently scheduled to expire at midnight, New York
City time, on Thursday, March 25, 1999, unless the tender offer is extended.
Last month, SAIC announced it had signed a merger agreement with Oacis, a
leader in supplying open architecture clinical information system solutions to
the health care industry.
SAIC is a major provider of health care systems and services, supporting
more than 750 customer locations worldwide with annual health care-related
revenues approaching $400 million and 2,250 employees in the health systems
business area. SAIC's health care offerings include clinical systems,
consulting, systems integration, outsourcing and infrastructure services. It is
expected that, after completing the merger, Oacis will operate as a wholly owned
subsidiary of SAIC, reporting to SAIC's Health Solutions Group.
Completion of the transaction is subject to certain conditions, including
the tender of a majority of the shares of common stock of Oacis (on a fully
diluted basis) into the tender offer. Following the successful completion of the
tender offer, all of the remaining shares of common stock of Oacis will be
acquired pursuant to a merger at the same price offered in the tender offer.
Oacis, based in San Rafael, Calif., is the healthcare industry's leading
provider of open architecture, clinical information system solutions. Oacis had
revenue for its fiscal year ended December 31,1998, of $27.5 million and has
approximately 185 employees supporting approximately 50 customers in North
America and abroad. Although the corporation was officially formed as Oacis
Holdings Corporation in May 1994, the company has been in operation since 1984
as one of the initial innovators of open architecture clinical information
systems. Oacis systems are installed or contracted for installation in
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.
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