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UNITED STATES
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)
December 4, 2000
THE TRIZETTO GROUP, INC.
(Exact name of TriZetto as specified in its charter)
Delaware 000-27501 33-0761159
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
567 San Nicolas Drive, Suite 360, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
TriZetto's telephone number, including area code: (949) 719-2200
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ITEM 5. - OTHER EVENTS
On October 2, 2000, The TriZetto Group, Inc., a Delaware corporation
("TriZetto"), acquired all of the issued and outstanding capital stock of
Erisco Managed Care Technologies, Inc., a New York corporation ("Erisco"), in
accordance with the terms and conditions of the Agreement and Plan of
Reorganization, dated as of May 16, 2000 (the "Merger Agreement"), by and
among TriZetto, Elbejay Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of TriZetto ("Merger Sub"), IMS Health Incorporated,
a Delaware corporation ("IMS"), and Erisco, a wholly-owned subsidiary of IMS.
The acquisition was effected by a merger (the "Merger") of the Merger Sub
with and into Erisco, with Erisco surviving the merger as a wholly-owned
subsidiary of TriZetto. The Certificate of Merger was filed with the New York
Secretary of State on October 3, 2000.
In connection with TriZetto's filing of a Registration Statement on
Form S-3, TriZetto is filing this Form 8-K in order to update, through
September 30, 2000, the Erisco financial statements and the pro forma
financial information that were filed in TriZetto's proxy statement dated
September 7, 2000.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following audited financial statements of Erisco, the
notes related thereto and the independent auditors' report
thereon are being filed herewith:
- Report of Independent Accountants
- Statements of Financial Position as of December 31,
1999 and December 31, 1998
- Statements of Income for the years ended December 31,
1999, 1998 and 1997
- Statement of Stockholders' Equity for the years ended
December 31, 1999, 1998 and 1997
- Statements of Cash Flows for the years ended December
31, 1999, 1998 and 1997
The following unaudited financial statements of Erisco and the
notes related thereto are being filed herewith:
- Unaudited Statements of Financial Position as of
September 30, 2000
- Unaudited Statements of Income for the nine months
ended September 30, 1999 and 2000
- Unaudited Statements of Cash Flows for the nine
months ended September 30, 1999 and 2000
(b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro
forma combined condensed consolidated financial statements and
the notes
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related thereto are being filed herewith:
- Unaudited PRO FORMA combined condensed consolidated
Balance Sheet as of September 30, 2000
- Unaudited PRO FORMA combined condensed consolidated
Statement of Operations for the twelve months ended
December 31, 1999 and for the nine months ended
September 30, 2000
(c) EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
99.1 Financial Statements of Erisco listed in Item
7(a) above and incorporated herein by
reference.
99.2 Pro Forma Financial Statements listed in Item
7(b) above and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
TriZetto has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TRIZETTO GROUP, INC.
December 4, 2000 /s/ Christine A. Miller
-------------------------------------
Christine A. Miller
Vice President, Legal Affairs and
Assistant Secretary
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
99.1 Financial Statements of Erisco listed in Item 7(a) above
and incorporated herein by reference.
99.2 Pro Forma Financial Statements listed in Item 7(b) above
and incorporated herein by reference.
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