<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2000
IMS HEALTH INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 001-14049 06-1506026
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Nyala Farms
WESTPORT, CT 06880
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(Address of principal executive offices) (Zip Code)
(203) 222-4200
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 1. Not Applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000, IMS Health Incorporated ("IMS") completed the
spin-off of Synavant Inc. ("Synavant"), its wholly owned subsidiary, as an
independent publicly traded company. Synavant is a newly created Delaware
corporation. Prior to the Distribution (as defined below), IMS transferred to
Synavant selected assets and liabilities held by IMS and its subsidiaries
related to the businesses that Synavant is expected to operate. Synavant's
businesses include the pharmaceutical industry automated sales and marketing
support businesses previously operated by IMS Health Strategic Technologies,
Inc. and certain other foreign subsidiaries of IMS, and substantially all of
IMS's interactive and direct marketing business, including the business of
Clark-O'Neill, Inc., a wholly owned subsidiary of IMS.
IMS distributed (the "Distribution") to its shareholders of record as of
the close of business on July 28, 2000 all of the outstanding shares of common
stock, par value $0.01 per share, of Synavant (the "Synavant Common Stock"). The
Distribution was effected by means of a pro rata dividend to IMS shareholders of
one share of Synavant Common Stock (together with the associated preferred share
purchase right) for every twenty shares of common stock, par value $0.01 per
share, of IMS (the "IMS Common Stock") held. In lieu of fractional shares of
Synavant Common Stock, each IMS shareholder received a cash payment representing
such holder's proportionate interest in the net proceeds from the sale by the
distribution agent for the Distribution of the aggregate fractional shares of
Synavant Common Stock. The Distribution is being accounted for as a tax free
dividend to IMS shareholders and will be charged to retained earnings based on
the net assets of Synavant at the date of the Distribution.
In connection with the Distribution, IMS and Synavant entered into a
Distribution Agreement (the "Distribution Agreement"), providing for, among
other things, certain corporate transactions required to effect the Distribution
and other arrangements between IMS and Synavant subsequent to the Distribution.
In particular, the Distribution Agreement defines the assets, liabilities and
contractual relationships which are being allocated to and assumed by Synavant
and those that will remain with IMS.
In addition to the Distribution Agreement, IMS and Synavant also entered
into other agreements governing the relationship between IMS and Synavant. These
include various Data Rights Agreements, a Tax Allocation Agreement, an Employee
Benefits Agreement, a Data and Telecommunications Services Agreement, certain
Sublease Arrangements, a Corporate Services Agreement, Shared Transaction
Services Agreements, an Information Services Agreement and certain Credit
Support Arrangements. Each of these documents is included as an exhibit to this
Current Report on Form 8-K. Additionally, after the date of the Distribution,
there will be individuals on the Boards of Directors of IMS and Synavant who
will also serve on the Board of Directors of the other company.
<PAGE>
No consideration was payable by IMS shareholders for the shares of
Synavant Common Stock, nor were such shareholders required to surrender or
exchange shares of IMS Common Stock or take any action in order to receive the
shares of Synavant Common Stock. IMS has received an opinion from outside
counsel that the Distribution should qualify under Section 355 of the Internal
Revenue Code and be tax free to IMS and to IMS shareholders for U.S. federal
income tax purposes. An opinion of counsel does not bind the Internal Revenue
Service or the courts. This is further described in IMS's Quarterly Report on
Form 10-Q for the period ended June 30, 2000.
Additional information concerning Synavant and the Distribution is
contained in Synavant's Registration Statement on Form 10/A (Amendment No. 3)
(Commission File No. 000-30822), which was declared effective by the Securities
and Exchange Commission on August 29, 2000.
The foregoing description of the terms of the Distribution is qualified in
its entirety by reference to the agreements which are exhibits hereto and
incorporated herein by reference.
Items 3-4. Not Applicable.
Item 5. OTHER EVENTS.
On May 16, 2000, IMS and The TriZetto Group, Inc. ("TriZetto") jointly
announced a strategic alliance under which TriZetto will acquire ERISCO Managed
Care Technologies, Inc., a leading supplier of software-based administrative and
analytical solutions to the managed care industry and a wholly-owned subsidiary
of IMS, in exchange for TriZetto common stock. TriZetto is a provider of
vertical Internet-enabled applications services and business portals for the
healthcare industry. IMS and TriZetto will also enter a technology and data
alliance.
On September 7, 2000, IMS and TriZetto announced the early termination of
the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvement Act of
1976, and TriZetto announced that it received clearance from the U.S. Securities
and Exchange Commission to file its Definitive Proxy Statement relating to the
transaction. TriZetto also announced that it will hold its Special Meeting of
Stockholders on September 27 to, among other items, approve the issuance of
shares of TriZetto common stock to IMS in connection with the transaction.
IMS continues to expect the transaction to close in the third quarter of
2000. In addition, IMS expects to divest three other small non-strategic
software businesses before the end of the third quarter of 2000.
Item 6. Not Applicable.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
information presents pro forma financial information for IMS giving effect to
the August 31, 2000 Distribution. The unaudited pro forma condensed consolidated
balance sheet as of June 30, 2000 is presented as if the Distribution had
occurred as of that date. The unaudited pro forma condensed consolidated income
statement for the six months ended June 30, 2000 and for the fiscal year ended
December 31, 1999 are presented as if the Distribution had occurred at the
beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements have
been derived from and should be read in conjunction with the unaudited condensed
consolidated financial statements and notes thereto included in IMS's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2000 and the audited
consolidated financial statements and notes thereto included in IMS's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999. The unaudited
pro forma information may not necessarily be indicative of what IMS's results of
operations or financial position would have been had the Distribution been in
effect for and as of the periods presented, nor is such information necessarily
indicative of IMS's results of operations or financial position for or as of any
future period or date.
<PAGE>
IMS HEALTH INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
AS OF JUNE 30, 2000
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
UNAUDITED
UNAUDITED UNAUDITED PRO FORMA
HISTORICAL PRO FORMA FINANCIAL
FINANCIAL POSITION ADJUSTMENTS POSITION
<S> <C> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash and Cash Equivalents $ 103,148 $ (1,500) $ 101,648
Accounts Receivable-Net 282,559 (46,775) 235,784
Other Receivable 41,136 -- 41,136
Other Current Assets 107,814 (5,128) 102,686
Net Assets from Discontinued Operations 82,392 (4,000) 78,392
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Total Current Assets 617,049 (57,403) 559,646
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SECURITIES AND OTHER INVESTMENTS 197,554 -- 197,554
PROPERTY, PLANT AND EQUIPMENT-NET 161,245 (14,365) 146,880
OTHER ASSETS-NET:
Computer Software 171,984 (29,374) 142,610
Goodwill 324,810 (163,468) 161,342
Other Assets 34,685 (4,033) 30,652
Note and Interest Receivable from Related Party 2,966 -- 2,966
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Total Other Assets-Net 534,445 (196,875) 337,570
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TOTAL ASSETS $ 1,510,293 $ (268,643) $ 1,241,650
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LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 43,556 $ (11,739) $ 31,817
Accrued and Other Current Liabilities 165,574 (16,519) 149,055
Short Term Debt 334,601 10,127 344,728
Accrued Income Taxes 62,571 (4,380) 58,191
Deferred Revenues 110,557 (8,163) 102,394
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Total Current Liabilities 716,859 (30,674) 686,185
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POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS 27,499 (1) 27,498
DEFERRED TAXES 55,035 (7,214) 47,821
OTHER LIABILITIES 73,240 (212) 73,028
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TOTAL LIABILITIES 872,633 (38,101) 834,532
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COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS 128,045 (243) 127,802
SHAREHOLDERS' EQUITY:
Common Stock, Par Value $.01, Authorized 800,000,000 Shares;
Issued 335,045,390 Shares at June 30, 2000 3,350 -- 3,350
Capital in Excess of Par 738,866 -- 738,866
Retained Earnings 925,610 (229,252) 696,358
Treasury Stock, at Cost, 37,846,383 Shares at June 30, 2000 (1,123,149) -- (1,123,149)
Cumulative Translation Adjustment (114,740) (1,000) (115,740)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED
UNAUDITED UNAUDITED PRO FORMA
HISTORICAL PRO FORMA FINANCIAL
FINANCIAL POSITION ADJUSTMENTS POSITION
<S> <C> <C> <C>
ASSETS:
Unrealized Gains on Gartner Group Holdings, net of tax 970 (47) 923
Unrealized Gains on Investments, net of tax 78,708 -- 78,708
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TOTAL SHAREHOLDERS' EQUITY 509,615 (230,299) 279,316
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,510,293 $ (268,643) $ 1,241,650
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</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Position
<PAGE>
IMS HEALTH INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Dollar amounts in thousands, except
per share data
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
OPERATING REVENUE $ 721,924 $ 93,029 $ 628,895
Operating Costs 285,725 43,546 242,179
Selling and Administrative Expenses 232,689 47,083 185,606
Depreciation and Amortization 49,903 13,765 36,138
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OPERATING INCOME 153,607 (11,365) 164,972
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Interest Income 2,004 27 1,977
Interest Expense (3,367) (73) (3,294)
Gains from Dispositions - Net 57,714 57,714
Other Expense - Net (13,673) (312) (13,361)
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Non-Operating Income - Net 42,678 (358) 43,036
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Income Before Provision for Income Taxes 196,285 (11,723) 208,008
Provision for Income Taxes (63,204) 2,707 (65,911)
NET INCOME 133,081 (9,016) 142,097
======================================================================================================
BASIC EARNINGS PER SHARE OF COMMON STOCK $ 0.45 ($ 0.03) $ 0.48
======================================================================================================
DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 0.44 ($ 0.03) $ 0.47
======================================================================================================
Average Number of Shares Outstanding - Basic 298,576,000 0 298,576,000
Dilutive Effect of Shares Issuable
during the period Under Stock Option Plans 2,287,000 161,000 2,126,000
Adjustment of shares applicable to exercised
or cancelled stock options during the period 48,000 0 48,000
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Average Number of Shares Outstanding - Diluted 300,911,000 161,000 300,750,000
======================================================================================================
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Income Statements
<PAGE>
IMS HEALTH INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Dollar amounts in thousands, except per
share data
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
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<S> <C> <C> <C>
OPERATING REVENUE $ 1,397,989 $ 203,408 $ 1,194,581
Operating Costs 560,599 89,030 471,569
Selling and Administrative Expenses 397,924 75,507 322,417
Depreciation and Amortization 100,443 28,183 72,260
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OPERATING INCOME 339,023 10,688 328,335
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Interest Income 8,225 198 8,027
Interest Expense (7,590) (307) (7,283)
Gains from Dispositions - Net 25,264 25,264
Other Expense - Net (16,480) 343 (16,823)
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Non-Operating Income - Net 9,419 234 9,185
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Income Before Provision for Income Taxes 348,442 10,922 337,520
Provision for Income Taxes (98,076) (12,207) (85,869)
Income from Continuing Operations 250,366 (1,285) 251,651
Income from Discontinued Operations, Net of
Income Taxes of $12,635 for December 31, 1999 25,695 25,695
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NET INCOME 276,061 (1,285) 277,346
======================================================================================================
EARNINGS PER SHARE OF COMMON STOCK
BASIC
INCOME FROM CONTINUING OPERATIONS $ 0.80 ($ 0.01) $ 0.81
INCOME FROM DISCONTINUED OPERATIONS 0.08 0.00 0.08
======================================================================================================
BASIC EARNINGS PER SHARE OF COMMON STOCK $ 0.88 ($ 0.01) $ 0.89
======================================================================================================
DILUTED
INCOME FROM CONTINUING OPERATIONS $ 0.78 ($ 0.01) $ 0.79
INCOME FROM DISCONTINUED OPERATIONS 0.08 0.00 0.08
======================================================================================================
DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 0.86 ($ 0.01) $ 0.87
======================================================================================================
Average Number of Shares Outstanding - Basic 311,976,000 0 311,976,000
Dilutive Effect of Shares Issuable during
the period Under Stock Option Plans 6,065,000 362,000 5,703,000
Adjustment of shares applicable to exercised
or cancelled stock options during the period 1,520,000 14 1,506,000
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Average Number of Shares Outstanding - Diluted 319,561,000 362,014 319,185,000
======================================================================================================
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Income Statements
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL POSITION
The historical financial position has been derived from the Unaudited
Condensed Consolidated Financial Position as reported in IMS's Quarterly Report
on Form 10-Q for the period ended June 30, 2000.
The unaudited pro forma adjustments primarily reflect the allocation of
assets and liabilities related to the business that Synavant is expected to
operate, based on their book values as recorded by IMS as at June 30, 2000.
These amounts are not necessarily indicative of the value of assets and
liabilities to be allocated as at August 31, 2000 (the date of the
Distribution).
Included in the unaudited pro forma adjustments are the contribution of
certain assets and liabilities, as defined in the Distribution Agreement. These
are primarily comprised of the following:
- the contribution of $12,200 in cash to Synavant, of which $10,700 is to be
funded via short term debt, resulting in a net adjustment of $1,500 in cash
and an increase in short term debt of $10,700;
- the contribution of Gartner Group Inc. shares with a fair value of $4,000.
The Gartner Group shares are subject to certain contractual restrictions on
transfer and voting that were agreed to as part of the Gartner Group
distribution;
- the contribution of a note from a third party with a carrying value of
$2,500; and
- the transfer of certain specified obligations currently estimated at $1,500
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENTS
The historical condensed consolidated income statement for the six
month period ended June 30, 2000 has been derived from the Unaudited
Condensed Consolidated Income Statement as reported in IMS's Quarterly Report
on Form 10-Q for the period ended June 30, 2000. The historical condensed
consolidated income statement for the twelve month period ended December 31,
1999 has been derived from the Consolidated Income Statement as reported in
IMS's Annual Report on Form 10-K for the year ended December 31, 1999.
The pro forma adjustments primarily reflect Synavant revenue, operating
expenses, operating income, non-operating income and provision for taxes for the
interim period ended June 30, 2000 and year ended December 31, 1999. These
amounts do not reflect certain carve-out adjustments made in the preparation of
Synavant's stand-alone audited financial statements included in its Registration
Statement on Form 10. Such carve out adjustments include primarily the tax
provision on a separate company basis and the allocation of corporate overhead
cost. The Synavant pro forma adjustments include $2,769 of year 2000 remediation
costs for the year ended December 31, 1999.
<PAGE>
The adjustments to income taxes were computed on an IMS stand-alone
basis excluding the Synavant business.
IMS spin costs of $1,547 expensed during the interim period ended June
30, 2000 have been included in the pro forma adjustments.
Historic dilutive options outstanding have been adjusted to reflect the
cancellation of IMS stock options held by Synavant employees.
On July 14, 2000, Synavant entered into a strategic alliance with Siebel
Systems, Inc., a leading provider of eBusiness applications software. As a
result of this transaction, Synavant believes all or a significant portion of
its computer software (including acquired technology) and a portion of its
goodwill and other intangible assets may be reduced. Synavant has begun to
assess the financial impact of this transaction with respect to determining the
amount of any impairment loss and possible change in intangible asset lives.
Synavant will account for impairment loss in the quarter ended September 30,
2000. Any changes to the amortization period of intangible assets will be
accounted for prospectively.
(c) Exhibits.
The following documents are filed as Exhibits to this Report.
2.1 Distribution Agreement between IMS Health Incorporated and Synavant
Inc., dated August 31, 2000.
2.2 Xponent Data License Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.3 Cross License Agreement between IMS Health Incorporated and Synavant
Inc., dated August 31, 2000.
2.4 Tax Allocation Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.5 Employee Benefits Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.6 Data and Telecommunications Services Agreement between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.7 Form of Sublease Agreement between IMS Health Incorporated and
Synavant Inc.
2.8 Corporate Services Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
<PAGE>
2.9 Shared Transaction Services Agreement between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.10 Form of Shared Transaction Services Agreement between IMS AG and
certain subsidiaries of Synavant Inc.
2.11 Credit support letter, dated July 25, 2000, between IMS Health
Incorporated and Synavant Inc.
2.12 Australian letter of credit support letter between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.13 Form of Information Services Agreement between IMS Health
Incorporated and Synavant Inc.
99.1 Press Release, dated September 1, 2000, issued by IMS Health
Incorporated announcing the completion of the spin-off of Synavant
Inc.
99.2 Press Release, dated September 7, 2000, issued by IMS Health
Incorporated and The TriZetto Group, Inc.
Items 8-9. Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
IMS HEALTH INCORPORATED
By: /s/ James C. Malone
----------------------
Name: James C. Malone
Title: Chief Financial Officer
Date: September 15, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Distribution Agreement between IMS Health Incorporated and Synavant
Inc., dated August 31, 2000.
2.2 Xponent Data License Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.3 Cross License Agreement between IMS Health Incorporated and Synavant
Inc., dated August 31, 2000.
2.4 Tax Allocation Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.5 Employee Benefits Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.6 Data and Telecommunications Services Agreement between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.7 Form of Sublease Agreement between IMS Health Incorporated and
Synavant Inc.
2.8 Corporate Services Agreement between IMS Health Incorporated and
Synavant Inc., dated August 31, 2000.
2.9 Shared Transaction Services Agreement between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.10 Form of Shared Transaction Services Agreement between IMS AG and
certain subsidiaries of Synavant Inc.
2.11 Credit support letter, dated July 25, 2000, between IMS Health
Incorporated and Synavant Inc.
2.12 Australian letter of credit support letter between IMS Health
Incorporated and Synavant Inc., dated August 31, 2000.
2.13 Form of Information Services Agreement between IMS Health
Incorporated and Synavant Inc.
99.1 Press Release, dated September 1, 2000, issued by IMS Health
Incorporated announcing the completion of the spin-off of Synavant
Inc.
99.2 Press Release, dated September 7, 2000, issued by IMS Health
Incorporated and The TriZetto Group, Inc.
