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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
(Final Amendment)
OACIS HEALTHCARE HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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00175167107510
(CUSIP Number)
OSCAR ACQUISITION CORPORATION
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(Name of Persons Filing Statement)
William A. Roper, Jr.
Chief Financial Officer
Science Applications International Corporation
1241 Cave Street
La Jolla, CA 92037
Telephone: (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
March 26, 1999
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check
the following: [ ]
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SCHEDULE 13D
CUSIP No. 00175167107510 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oscar Acquisition Corporation
33-0846965
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 10,018,442
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,018,442
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,018,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
SCHEDULE 13D
CUSIP No. 00175167107510 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Science Applications International Corporation
95-3630868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 10,018,442
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,018,442
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,018,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.3%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Oscar Acquisition Corporation and Science Applications
International Corporation hereby amend their Statement on Schedule 13D,
originally filed on March 3, 1999 (the "Schedule 13D"), with respect to the
responses set forth in Items 3, 5, 6 and 7 of the Schedule 13D. All
capitalized terms used in this Amendment No. 1 without definition have the
meanings attributed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The text of Item 3 in the Schedule 13D is hereby deleted in its
entirety and the following is inserted in lieu thereof:
The total amount of funds required by Purchaser to purchase
Shares pursuant to the Offer and to pay related fees and expenses was
approximately $46 million. Purchaser obtained such funds through a capital
contribution from Parent. Parent obtained such funds from its general
corporate funds. Beneficial ownership of the 6,267,216 Shares was originally
acquired through execution of stockholder agreements dated as of February 21,
1999 (the "Stockholder Agreements") between Purchaser and certain stockholders
of the Issuer. None of the Reporting Persons expended any funds in connection
with the execution of the Stockholder Agreements. See Item 6.
Item 5. Interest in Securities of the Issuer.
The text of paragraphs (a), (b), (c) and (e) of Item 5 in the
Schedule 13D is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(a) For the purpose of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior to
the Effective Time (as hereinafter defined), each of the Reporting Persons had
shared voting power and shared dispositive power with respect to (and
therefore beneficially owned) 10,018,442 Shares (including warrants to
purchase 146,606 Shares) representing approximately 94.3% of the outstanding
Shares (assuming conversion of all outstanding warrants into 293,211 Shares)
as of March 26, 1999. See Item 6.
Except as set forth in this Item 5(a), none of the Reporting
Persons nor, to the best of their knowledge, any persons named in Schedule A
or Schedule B owns beneficially any Shares.
(b) Prior the Effective Time (as hereinafter defined) each of
the Reporting Persons had shared power to vote or to direct the vote and
shared power to dispose or direct the disposition of 10,018,442 Shares. See
Item 6.
(c) Other than pursuant to the Merger Agreement and the
Stockholder Agreements, no transactions in the Shares have been effected since
January 2, 1999 by any Reporting Person or, to the best of the knowledge of
the Reporting Persons, any of the persons named in Schedule A and Schedule B.
(e) Pursuant to the Merger Agreement, immediately prior to the
Effective Time (as hereinafter defined), all of the Shares held by Purchaser
were canceled. See Item 6.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer.
(i) The text of the first paragraph of Item 6 in the Schedule
13D is hereby deleted in its entirety and the following is inserted in lieu
thereof:
On February 21, 1999, the Issuer, Parent and Purchaser entered
into the Merger Agreement providing for, subject to the terms and conditions
set forth in the Merger Agreement, Purchaser to commence the Offer. Purchaser
commenced the Offer on February 26, 1999, and the Offer expired at 12:00
midnight, New York City time, on March 25, 1999. According to a preliminary
count by ChaseMellon Shareholder Services L.L.C., acting as depositary, as of
midnight, New York City time, on March 25, 1999 there were validly tendered
pursuant to the Offer 10,018,442 Shares (including 27,562 Shares subject to
guarantees of or receipt of additional documentation) which represents
approximately 94.3% of the Shares outstanding as of March 26, 1999. Pursuant
to the Offer, on March 26, 1999, Purchaser accepted for payment all such
Shares validly tendered according to the terms of the Offer.
The Merger Agreement also provided for Purchaser to merge with
and into the Issuer, as soon as practicable after the consummation of the
Offer, with the Issuer to be the surviving corporation in the Merger (the
"Surviving Corporation"). On March 31, 1999 (the "Effective Time"), Purchaser
filed a Certificate of Ownership and Merger with the Secretary of State of the
State of Delaware. Pursuant to the Merger Agreement, at the Effective Time,
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) was converted into a right to receive
$4.45 in cash, without interest. Pursuant to the Merger Agreement, at the
Effective Time, each share of common stock, par value $0.001, of Purchaser
outstanding immediately prior to the Effective Time was converted into and
became one fully-paid and non-assessable share of common stock, par value
$0.001, of the Surviving Corporation. Pursuant to the Merger Agreement, at
the Effective Time, each Share held by the Company as treasury stock or owned
by Parent or any subsidiary of Parent was canceled.
The text of the last three paragraphs of Item 6 in the Schedule
13D is hereby deleted in its entirety and the following is inserted in lieu
thereof:
On March 26, 1999, William H. Younger, Jr., and Alan W. Crites
resigned from the Issuer's Board of Directors effective upon the purchase by
Purchaser of the Shares tendered in the Offer.
On March 26, 1999, David A. Dominik, constituting the sole
member of the Board of Directors of the Issuer, passed a resolution appointing
J. Robert Beyster, David A. Cox, John E. Glancy, William A. Roper, Jr., Tracy
Trent and Peter N. Pavlics as Directors to the Board of Directors of the
Issuer until their successors are duly elected and qualified or the earlier of
their death, resignation or removal.
On March 31, 1999, the Issuer informed The Nasdaq Stock Market,
Inc. of the Merger and requested the delisting of the Shares effective as of
March 31, 1999, but not later than the close of business on April 1, 1999.
On March 31, 1999, the Issuer filed a Certification and Notice
of Termination of Registration under Section 12(g) of the Exchange Act on Form
15 ("Form 15") with the Commission. Pursuant to Rule 12g-4 of the Exchange Act
termination of registration shall take effect in 90 days thereafter; however,
Issuer's duty to file any reports required under Section 13(a) of the Exchange
Act was immediately suspended upon filing the Form 15.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented
to add a new Exhibit as follows:
Exhibit 13: Certificate of Ownership and Merger Merging Oscar
Acquisition Corporation into Oacis Healthcare
Holdings Corp., as filed on March 31, 1999.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 1, 1999
Oscar Acquisition Corporation
By: /s/ Kevin A. Werner
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Name: Kevin A. Werner
Title: Secretary
Science Applications International
Corporation
By: /s/ Kevin A. Werner
-------------------------------
Name: Kevin A. Werner
Title: Assistant Secretary &
Associate General Counsel
EXHIBIT 13
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
OSCAR ACQUISITION CORPORATION
(a Delaware corporation)
INTO
OACIS HEALTHCARE HOLDINGS CORP.
(a Delaware corporation)
dated as of
March 30, 1999
(Pursuant to Section 253 of
the General Corporation Law of the State of Delaware)
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Oscar Acquisition Corporation (the "Company"), a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify that:
FIRST: Oacis Healthcare Holdings Corp. ("Oacis") was incorporated on
April 18, 1994 under the name "HCS Holdings Corp." pursuant to the DGCL and
is existing thereunder.
SECOND: the Company was incorporated on February 17, 1999 pursuant to
the DGCL and is existing thereunder.
THIRD: the Company owns of record approximately 94.33% of the
outstanding shares of common stock, par value $0.01 per share, of Oacis (the
"Shares"). The Shares are the only stock of Oacis outstanding.
FOURTH: Pursuant to the Agreement and Plan of Merger dated as of
February 21, 1999, among Oacis, Science Applications International Corporation
("SAIC") and the Company (the "Merger Agreement"), the board of directors of
the Company adopted, among others, the following resolutions by unanimous
written consent as of March 29, 1999, providing for the merger (the "Merger")
of the Company into Oacis, which resolutions have not been amended or rescinded
and are in full force and effect:
RESOLVED, that pursuant to Section 253 of the DGCL, Oscar Acquisition
Corporation ("Oscar Acquisition") shall be merged with and into Oacis
Healthcare Holdings Corp. ("Oacis") whereupon the separate existence of Oscar
Acquisition shall cease, and Oacis shall be the surviving corporation (the
"Surviving Corporation");
RESOLVED, that the Merger is hereby approved pursuant to the provisions
of Section 253 of the DGCL;
RESOLVED, that the Merger shall become effective upon the filing of the
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware (the "Effective Time");
RESOLVED, that at the Effective Time (x) each share of common stock,
$0.01 par value per share, of Oacis (the "Common Stock") held by Oacis as
treasury stock or owned by Science Applications International Corporation, a
Delaware Corporation ("SAIC"), or any subsidiary of SAIC shall be canceled,
and no payment shall be made with respect thereto; (y) each share of common
stock, par value $0.001, of Oscar Acquisition outstanding immediately prior to
the Effective Time shall be converted into and become one fully-paid and non-
assessable share of common stock, par value $0.001, 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, a certificate for which shares shall be issued to
SAIC, as sole stockholder of Oscar Acquisition, upon surrender to ChaseMellon
Shareholder Services, L.L.C. (or such other agent as the Secretary of this
Corporation deems appropriate) of such stockholder's certificates formerly
representing such shares of common stock of Oscar Acquisition; and (z) each
share of Common Stock outstanding immediately prior to the Effective Time
(other than shares for which appraisal rights have been perfected and except
as otherwise provided in (x), above) shall be converted into the right to
receive $4.45 in cash, without interest, upon surrender to ChaseMellon
Shareholder Services, L.L.C. (or such other agent as the Secretary of this
Corporation deems appropriate), which is hereby appointed paying agent for
such purpose, of their certificates formerly representing ownership of Common
Stock;
RESOLVED, that from and after the Effective Time, until successors are
duly elected or appointed and qualified in accordance with applicable law, the
directors of Oscar Acquisition at the Effective Time shall be the directors of
the Surviving Corporation, and the officers of Oacis at the Effective Time
shall be the officers of the Surviving Corporation;
RESOLVED, that from and after the Effective Time, the name of the
Surviving Corporation shall be "Oacis Healthcare Holdings Corp.";
RESOLVED, that from and after the Effective Time, the bylaws of Oscar
Acquisition in effect at the Effective Time shall be the bylaws of the
Surviving Corporation until amended in accordance with applicable law; and
RESOLVED, that the officers of Oscar Acquisition be, and each of them
hereby is, authorized and directed to take all actions and to execute and file
all documents as such officers may deem appropriate to effectuate the foregoing
resolutions and to carry out the purposes thereof, the taking of any such
action and any execution and delivery of any such document conclusively to
evidence the due authorization thereof by Oscar Acquisition.
FIFTH: By written consent dated [February 20, 1999] pursuant to Section
228 of the DGCL, having waived notice pursuant to Section 229 thereof, the
holder of all the outstanding capital stock of the Company approved the Merger.
SIXTH: The Certificate of Incorporation of the Surviving Corporation is
hereby amended and restated in its entirety to read as set forth in Annex A
hereto.
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership
and Merger to be executed in its corporate name by its duly authorized officer
as of the day and year first above written.
Oscar Acquisition Corporation
By: /s/ Kevin A. Werner
------------------------------
Name: Kevin A. Werner
Title: Secretary
ANNEX A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
Oacis Healthcare Holdings Corp.
Effective March 31, 1999
(Pursuant to Section 242 and 245 of
the General Corporation Law of the State of Delaware)
* * * * *
Oacis Healthcare Holdings Corp., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"DGCL"), originally incorporated under the name Oscar Acquisition Corporation
on February 17, 1999, does hereby certify that:
FIRST: The name of the corporation (hereinafter the
"Corporation") is
OACIS HEALTHCARE HOLDINGS CORP.
SECOND: The address, including street, number, city and county,
of the registered office of the Corporation in the State of Delaware is:
THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
THIRD: The nature of the business and the purposes to be
conducted and promoted by the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred (100) shares. The
par value of each such share is $0.001. All such shares are of one class and
are shares of Common Stock.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The personal liability of the directors of the
Corporation is hereby eliminated to the fullest extent permitted by paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented.
EIGHTH: The Corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by
said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which these indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
NINTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by
said laws, and all rights at any time conferred upon the stockholders of the
Corporation by this certificate of incorporation are granted subject to the
provisions of this Article TENTH. In addition to the other powers expressly
granted by statute, the Board of Directors shall have the power to adopt,
repeal, alter, amend and rescind the Bylaws of the Corporation.
IN WITNESS WHEREOF, the Company has caused this Amended and
Restated Certificate of Incorporation to be executed in its corporate name by
its duly authorized officer as of the day and year first above written.
Oacis Healthcare Holdings Corp.
By: /s/ Stephen Ghiglieri
-----------------------------------
Name: Stephen Ghiglieri
Title: Chief Financial Officer
