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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 1, 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 2. - ACQUISITION OR DISPOSITION OF ASSETS
On December 1, 2000, The TriZetto Group, Inc., a Delaware corporation
("TriZetto"), acquired all of the issued and outstanding capital stock of
Resource Information Management Systems, Inc., an Illinois corporation ("RIMS"),
in accordance with the terms and conditions of the Agreement and Plan of Merger,
dated as of November 2, 2000 (the "Merger Agreement") by and among TriZetto,
Cidadaw Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
TriZetto ("Merger Sub"), RIMS, the shareholders of RIMS, and Terry L. Kirch and
Thomas H. Heimsoth, and the First Amendment to Agreement and Plan of Merger,
dated as of December 1, 2000 (the "First Amendment"), by and among TriZetto,
Merger Sub, RIMS, the shareholders of RIMS, and Terry L. Kirch and Thomas H.
Heimsoth. The acquisition was effected by a merger (the "Merger") of the Merger
Sub with and into RIMS, with RIMS surviving the merger as a wholly-owned
subsidiary of TriZetto.
Pursuant to the Merger Agreement and the First Amendment, all of the
issued and outstanding shares of RIMS capital stock were converted into an
aggregate of 2,588,427 shares of fully paid and non-assessable shares of common
stock, $.001 par value, of TriZetto ("TriZetto Common Stock"). In addition,
TriZetto paid $3,000,000 to the shareholders of RIMS on a pro rata basis,
assumed options to purchase approximately 300,000 shares, and agreed to issue
94,354 shares of restricted stock to certain employees. The merger consideration
and all other terms of the Merger Agreement were determined pursuant to
arms-length negotiations between the parties.
The foregoing description of the Merger does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference.
ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following financial statements of RIMS are unavailable and
are anticipated to be filed under Form 8-K/A on or before
February 14, 2001:
- Independent Auditors' Report
- Consolidated Balance Sheet, December 31, 1999
- Consolidated Statement of Operations, Year ended
December 31, 1999
- Consolidated Statement of Stockholders' Equity, Year
ended December 31, 1999
- Consolidated Statement of Cash Flows, Year ended
December 31, 1999
- Unaudited Consolidated Balance Sheet, September 30,
2000
- Unaudited Consolidated Statements of Operations, Nine
months ended September 30, 1999 and 2000
- Unaudited Consolidated Statement of Stockholders'
Equity, Nine months ended September 30, 2000
- Unaudited Consolidated Statements of Cash Flows, Nine
months ended September 30, 1999 and 2000
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(b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro
forma combined condensed consolidated financial statements are
unavailable and are anticipated to be filed under Form 8-K/A
on or before February 14, 2001:
- 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
EXHIBIT NUMBER DESCRIPTION
2.1* Agreement and Plan of Merger dated as of
November 2, 2000 among TriZetto, Merger Sub,
RIMS, the RIMS shareholders, Terry L. Kirch
and Thomas H. Heimsoth
2.2 First Amendment to Agreement and Plan of
Merger dated as of December 1, 2000 among
TriZetto, Merger Sub, RIMS, the RIMS
shareholders, Terry L. Kirch and Thomas H.
Heimsoth
23.1 Consent of KPMG with respect to the
financial statements of RIMS (to be filed by
amendment)
99.1 Financial Statements of RIMS listed in Item
7(a) above (to be filed by amendment)
99.2 Pro Forma Financial Statements listed in
Item 7(b) above (to be filed by amendment)
99.3 Press Release dated November 2, 2000
99.4 Press Release dated December 4, 2000
* Certain exhibits to, and schedules delivered in connection
with, the Merger Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. TriZetto agrees to
supplementally furnish to the SEC a copy of any such exhibit
or schedule upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the TriZetto has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TRIZETTO GROUP, INC.
/s/ CHRISTINE A. MILLER
December 18, 2000 ----------------------------------------
Christine A. Miller
Vice President, Legal Affairs and
Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger dated as of November 2, 2000
among TriZetto, Merger Sub, RIMS, the RIMS shareholders, Terry
L. Kirch and Thomas H. Heimsoth
2.2 First Amendment to Agreement and Plan of Merger dated as of
December 1, 2000 among TriZetto, Merger Sub, RIMS, the RIMS
shareholders, Terry L. Kirch and Thomas H. Heimsoth
23.1 Consent of KPMG with respect to the financial statements
of RIMS (to be filed by amendment)
99.1 Financial Statements of RIMS listed in Item 7(a) above (to be
filed by amendment)
99.2 Pro Forma Financial Statements listed in Item 7(b) above (to
be filed by amendment)
99.3 Press Release dated November 2, 2000
99.4 Press Release dated December 4, 2000
