SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 13, 2000
CAREINSITE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-26345 22-3630930
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
669 River Drive, River Drive, Center Two
Elmwood Park, NJ 07407-1361
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 703-3400
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Item 5. Other Events
On February 13, 2000, Healtheon/WebMD, Avicenna Systems Corporation, a
Massachusetts corporation ("ASC") and wholly-owned subsidiary of Medical
Manager, and CareInsite, Inc., a Delaware corporation and majority-owned
subsidiary of ASC ("CareInsite"), entered into an Agreement and Plan of Merger
(the "CareInsite Merger Agreement"), providing for the merger of CareInsite with
and into ASC, with ASC as the surviving corporation (the "CareInsite Merger").
Pursuant to the CareInsite Merger Agreement, each share of common stock, par
value $.01 per share ("CareInsite Common Stock"), of CareInsite issued and
outstanding immediately prior to the effective time of the CareInsite Merger
will be converted into the right to receive 1.3 shares of common stock, par
value $0.0001 per share, of Healtheon/WebMD, and ASC will become an indirect
wholly-owned subsidiary of Healtheon/WebMD.
Consummation of the CareInsite Merger is subject to certain conditions,
including, among other things, (i) approval of the shareholders of each of
Healtheon/WebMD and CareInsite, (ii) expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and (iii) the Medical Manager Merger (as defined below) and the
transactions contemplated by the Medical Manager Merger Agreement (as defined
below) shall have been consummated.
In connection with the CareInsite Merger, Healtheon/WebMD has entered
into voting agreements, dated as of February 13, 2000 with Medical Manager and
ASC to vote their shares of CareInsite Common Stock in favor of the CareInsite
Merger. In addition, Cerner Corporation, which owns approximately 20% of the
outstanding shares of CareInsite, has entered into a voting agreement, dated as
of February 13, 2000, to vote its shares of CareInsite Common Stock in favor of
the CareInsite Merger.
Also on February 13, 2000, Healtheon/WebMD Corporation, a Delaware
corporation ("Healtheon/WebMD"), and Medical Manager Corporation, a Delaware
corporation ("Medical Manager") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), providing for the merger of Medical Manager with and
into Healtheon/WebMD, with Healtheon/WebMD as the surviving corporation (the
"Medical Manager Merger"). Pursuant to the Merger Agreement, each share of
common stock, par value $.01 per share, of Medical Manager issued and
outstanding immediately prior to the effective time of the Medical Manager
Merger will be converted into the right to receive 1.65 shares of common stock,
par value $0.0001 per share, of Healtheon/WebMD, and Medical Manager will become
a wholly-owned subsidiary of Healtheon/WebMD.
Consummation of the Medical Manager Merger is subject to certain
conditions, including, among other things, (i) approval of the shareholders of
each of Healtheon/WebMD and Medical Manager, (ii) expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and (iii) that all conditions to the
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CareInsite Merger (as defined below) shall have been satisfied, or if
permissible, waived as provided for in the CareInsite Merger Agreement (as
defined below).
In connection with the Medical Manager Merger, certain
stockholders of Medical Manager and certain stockholders of Healtheon/WebMD have
entered into voting agreements, dated as of February 13, 2000, pursuant to which
those stockholders agree to vote in favor of the Medical Manager Merger.
A copy of the joint press release issued by Healtheon/WebMD and Medical
Manager on February 14, 1999 is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference in its entirety. The CareInsite Merger Agreement and
the voting agreements described herein will be filed on a Form 8-K promptly
after the date hereof.
Item 7. Financial Statements and Exhibits
(c) Exhibit 99.1 Joint Press Release, dated February 14, 2000, by
Healtheon/WebMD Corporation and Medical Manager
Corporation.
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Joint Press Release, dated February 14, 2000, by
Healtheon/WebMD Corporation and Medical Manager
Corporation.
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SIGNATURES
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 hereunto duly authorized.
CAREINSITE, INC.
Date: February 14, 2000 By: /s/ David Ambergey
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Name: David Ambergey
Title: Senior Vice President and
General Counsel
EXHIBIT 99.1
Contacts:
Healtheon/WebMD:
Medical Manager Corp./CareInsite, Inc.:
Investor Relations:
Investor Relations/Media:
John R. Runningen
Risa Fisher
404/495-7680
201/703-3400
[email protected]
[email protected]
Media:
Jennifer Meyer
212/880-5253
[email protected]
HEALTHEON/WEBMD TO ACQUIRE MEDICAL MANAGER AND CAREINSITE
TO IMPROVE THE EFFICIENCY AND EFFECTIVENESS
OF THE HEALTHCARE DELIVERY SYSTEM
Combined Company Poised to Deliver Comprehensive, Internet-Enabled Connectivity
and Services to Physicians, Payors, Consumers and the Entire Healthcare Industry
ATLANTA AND ELMWOOD PARK, NJ (February 14, 2000) -- Healtheon/WebMD Corp.
(NASDAQ: HLTH) has signed definitive agreements to acquire Medical Manager
Corporation (NASDAQ: MMGR), a leading provider of physician practice management
systems, and its publicly traded subsidiary, CareInsite, Inc. (NASDAQ: CARI), a
provider of innovative healthcare network and clinical communication services.
With the goal of improving the healthcare industry, the acquisitions bring
together companies with complementary strengths and a shared vision aimed at
reducing healthcare costs and improving the quality of care, by providing access
to information and replacing inefficient healthcare processes with convenient,
and efficient technology, tools and services.
Under the terms of the agreement, Healtheon/WebMD will pay 1.65 shares of
Healtheon/WebMD common stock for each share of Medical Manager and 1.3 shares
for each share of CareInsite not owned by Medical Manager. Completion of the
acquisitions, which will be accounted for as a purchase transaction, is expected
mid-year, subject to regulatory and shareholder approvals.
"The merger of these three companies represents a critical step in the
realization of our collective vision to transform the healthcare industry by
using the Internet to enable a more efficient and effective healthcare delivery
system," said Jeff Arnold, chief executive officer of Healtheon/WebMD. "Each
company brings unique core competencies that will facilitate a new
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paradigm in healthcare. With more than 5,000 employees, world-class
partnerships, market- leading technology, the leading Internet healthcare brand
and over $1.5 billion in cash, we are extremely excited about the potential of
these combined resources to accelerate the realization of our vision."
Uniting to Make Better Healthcare a Reality
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The combined companies are well positioned to increase efficiencies and lower
costs in the $1.2 trillion healthcare industry, which has been estimated to
generate $280 billion in unnecessary administrative and clinical expenditures
each year. Currently, only an estimated 10 percent of the 30 billion annual
healthcare transactions are electronic, representing a significant opportunity
for the combined company to replace paper-based inefficiencies with streamlined
electronic communications. This combination expands the critical mass in
clinical, financial and administrative transactions, which enhances a
comprehensive suite of services for physicians, consumers, payors, providers and
suppliers.
"We aim to transform the underlying information infrastructure of the healthcare
industry and simplify the system for the benefit of patients, physicians and
payors," said Martin J. Wygod, chairman of Medical Manager and CareInsite.
"Teaming up with Healtheon/WebMD accelerates and strengthens our ability to add
value to all healthcare participants. Our offerings are designed to increase
access to information, drive seamless connectivity, and reduce administrative
and clinical inefficiencies. By providing a more efficient healthcare system, we
can ultimately help people lead healthier lives."
New Services Broaden Value to Payors, Physicians and Consumers, Will Reduce
Administrative and Medical Costs
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Medical Manager is a leading supplier of practice management systems (PMS) in
the United States with an installed base of approximately 33,000 sites,
representing an estimated 185,000 physicians, including the pending acquisition
of Physician Computer Network (PCN). This base is supported by Medical Manager's
2,500 sales and support representatives. CareInsite is an Internet-based
healthcare network for physicians, payors, suppliers and patients which is
designed to enable physicians to conduct clinical and administrative
transactions that deliver relevant information at the point of care.
Healtheon/WebMD aggregates physicians and consumers on one portal,
www.webmd.com, and provides content, connectivity and administrative transaction
services to the healthcare industry.
The combined companies are positioned to enhance the value provided to payors
with an expanded set of services that will help them reduce administrative
inefficiencies and lower their medical loss ratios. With streamlined
communications to share up-to-the-minute information between physicians,
consumers, payors, providers and suppliers, all parties will realize the
benefits of a more efficient and affordable healthcare system.
Based on the complementary assets and the integration of WebMD Practice with the
combined company's desktop solutions, it is expected that physician adoption
will be accelerated and additional transactions will be driven through the
installed base of physicians. Additionally, the services available to
physicians, payors and laboratories will be significantly enhanced by leveraging
the assets of The Medical Manager installed base with the administrative
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transactions, clinical applications and WebMD Practice's premium services such
as transcription, e-commerce and clinical news.
Michael A. Singer, co-chief executive officer of Medical Manager Corp. said,
"Soon, offices that use The Medical Manager will be able to access a co-branded
version of WebMD services. These physicians will be able to remotely access The
Medical Manager from home, office or hospital, via WebMD Practice. With access
to the appointment calendar, patient charts, even hospital rounds data, WebMD
will become an essential part of the physician's daily routine."
