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) May 18, 1996
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CYCARE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9815 91-0842322
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Suite 1000, 7001 North Scottsdale Road, Scottsdale, Arizona 85253
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 596-4300
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On May 18, 1996, CyCare Systems, Inc. ("CyCare") signed an
Agreement of Merger (the "Merger Agreement") with HBO & Company ("HBOC") whereby
HBOC will acquire CyCare in a stock-for-stock transaction. The Company has
issued a Press Release, a copy of which is attached hereto as Exhibit 99.1,
describing the proposed acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description Page
99.1 Press Release dated May 20, 1996 4
2
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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.
CYCARE SYSTEMS, INC.
Date: May 31, 1996 By: /s/ Mark R. Schonau
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Chief Financial Officer
3
NEWS RELEASE
Contact: Anne Davenport, HBO & Company 301 Perimeter Center North
Investor Relations Atlanta, Georgia 30346
(770) 668-5968
Contact: Mark Schonau, CyCare Systems, Inc. 7001 North Scottsdale Road
CFO Suite 100
(602) 596-4574 Scottsdale, Arizona 85253
HBOC Signs Definitive Agreement to Acquire CyCare Systems, Inc.
ATLANTA, May 20, 1996 -- HBO & Company (Nasdaq:HBOC) and CyCare
Systems, Inc. (NYSE:CYS) today announced that they have signed a definitive
agreement for HBOC to acquire CyCare, a leading provider of management
information systems and electronic data interchange (EDI) services for medical
group practices, faculty practice plans and medical enterprises.
The acquisition, which is subject to certain conditions, including
regulatory and CyCare shareholder approval, will be accounted for as a pooling
of interests and is expected to close during the third quarter of 1996. Terms of
the agreement call for CyCare's shareholders to receive 0.43 of a share of HBOC
common stock for each share of CyCare common stock if the average HBOC share
price remains between $104.50 and $130.00 during the 20 trading days shortly
before the date of the special meeting of CyCare shareholders (all amounts are
before adjustment for HBOC's two-for-one split in the form of a stock dividend
payable June 10, 1996). Should the average HBOC share price during that pricing
period be above $130.00 or below $104.50, CyCare shareholders will receive a
fraction of a share of HBOC common stock with a value of $55.90 or $44.935,
respectively, per CyCare share.
"The addition of CyCare's client/server-based physician practice
management applications and EDI services to HBOC's current product portfolio is
an important step toward our goal of meeting the information needs of the entire
health enterprise," stated Charles W. McCall, HBOC president and chief executive
officer. "CyCare's customer base of 20,000 physicians provides HBOC with a
substantial presence in a $1.5 billion segment of the healthcare market that is
expected to increase its spending on information systems by more than 20% a
year."
"We are very pleased with the decision to merge with HBOC," noted Jim
Houtz, CyCare chairman and chief executive officer. "The growth opportunities
resulting from the combination of the two companies will be of great benefit to
CyCare's employees, shareholders and customers."
CyCare Systems, Inc. is one of the nation's leading providers of
information systems, related support services and electronic data interchange
(EDI) services to the healthcare industry including medical group practices,
faculty practice plans and integrated healthcare networks.
HBO & Company delivers enterprisewide patient care, clinical, financial
and strategic management software solutions, as well as networking technologies,
outsourcing and other services to healthcare organizations in the United States,
United Kingdom, Canada, Australia and New Zealand.
