<PAGE> 1
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)
October 2, 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
<PAGE> 2
ITEM 2. - ACQUISITION OR DISPOSITION OF ASSETS
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.
Pursuant to the Merger Agreement, all of the issued and outstanding shares
of Erisco capital stock were converted into an aggregate of 12,142,857 shares of
fully paid and non-assessable shares of common stock, $.001 par value, of
TriZetto ("TriZetto Common Stock"). The aggregate number of shares of TriZetto
Common Stock which IMS had the right to receive was calculated by dividing
$255,000,000 by $21.00, the price per share to used in such calculation in the
event the average closing sales price of the TriZetto Common Stock for the
fifteen days immediately preceding September 28, 2000 was less than $21.00. 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 audited financial statements of Erisco, the notes
related thereto and the independent auditors' report thereon were
previously reported in TriZetto's definitive proxy statement filed on
September 7, 2000 and are incorporated herein by reference:
- 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 Flow for the years ended December 31, 1999,
1998 and 1997
2
<PAGE> 3
The following unaudited financial statements of Erisco and the notes
related thereto were previously reported in TriZetto's definitive
proxy statement filed on September 7, 2000 and are incorporated herein
by reference:
- Unaudited Statements of Financial Position as of June 30, 2000
- Unaudited Statements of Income for the six months ended June 30,
1999 and 2000
- Unaudited Statements of Cash Flow for the six months ended June
30, 1999 and 2000
(b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro
forma combined condensed consolidated financial statements and
the notes related thereto were previously reported in TriZetto's
definitive proxy statement filed on September 7, 2000 and are
incorporated herein by reference:
- Unaudited pro forma combined condensed consolidated Balance
Sheet as of June 30, 2000
- Unaudited pro forma combined condensed consolidated
Statement of Operations for the twelve months ended December
31, 1999 and for the six months ended June 30, 2000
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Reorganization dated as of May
16, 2000 among TriZetto, Erisco, IMS and Merger Sub
(filed as Appendix A to TriZetto's definitive proxy
statement, filed on September 7, 2000)
23.1 Consent of PricewaterhouseCoopers LLP.
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.
99.3 Press Release dated October 2, 2000.
3
<PAGE> 4
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.
October 17, 2000 /s/ Christine A. Miller
---------------------------------
Christine A. Miller
Vice President, Legal Affairs
and Assistant Secretary
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Reorganization dated as of May
16, 2000 among TriZetto, Erisco, IMS and Merger Sub
(filed as Appendix A to TriZetto's definitive proxy
statement, filed on September 7, 2000)
23.1 Consent of PricewaterhouseCoopers LLP.
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.
99.3 Press Release dated October 2, 2000.
