<PAGE>
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):
March 10, 1997
GHS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15586 52-1373960
(State or other (Commission (I.R.S.Employer
jurisdiction) File Number) Identification No.)
1350 Piccard Drive, Suite 360, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 417-9808
N/A
(Former name and former address, if changed since last report)
Page 1 of 5
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Item 5. Other Events
GHS, Inc. ("GHSI") announced on March 10, 1997 that it
entered into a definitive asset purchase agreement with Health
Management Systems, Inc. ("HMSY") pursuant to which HMSY will
acquire substantially all of the assets of GHSI's subsidiaries,
Global Health Systems and GHS Management Services. These
subsidiaries provide computerized record-based processing systems
and services for managed care, public health and ambulatory care
facilities.
The purchase agreement calls for consideration to GHSI by
HMSY of $2,100,000 in cash, subject to certain closing adjustments.
The closing is subject to certain conditions, including the receipt
of consents required for the assignment of certain contracts and
official notice to GHSI's shareholders pursuant to federal
securities and state laws. Stockholders of GHSI holding a majority
of the outstanding shares of GHSI common stock have consented to
this sale to HMSY. GHSI will retain its subsidiary, US
Neurosurgical, Inc., a company that owns and operates Gamma Knife
Centers, as well as its interest in Florida Specialty Networks,
Ltd., a company that manages medical specialty networks. Upon the
closing of the sale, HMSY will employ each of GHSI's current
employees, including Mr. Alan Gold. Mr. Gold will also remain as
the Chairman and President of GHSI following the closing and run
GHSI's remaining operations.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Ex. No. Description
99(a) Press Release issued March 10, 1997.
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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.
GHS, INC.
By: /s/ Alan Gold
---------------------
Name: Alan Gold
Title: President
Dated: March 17, 1997
92433<PAGE>
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<Ex. 99>
For Immediate Release
Contact:
Felice Blanco Alan Gold
Assistant Corporate Secretary Chairman
Office of Investor Relations GHS, Inc.
Health Management Systems, Inc. (301) 417-9808
(212) 857-5423 E-mail:[email protected]
E-mail:[email protected]
Health Management Systems, Inc. and GHS, Inc. Enter into
Asset Purchase Agreement
Rockville, Maryland, March 10, 1997 -- GHS, Inc. (NASDAQ-GHSI) and
Health Management Systems, Inc. (NASDAQ-HMSY) announced today that
they have entered into a definitive asset purchase agreement
pursuant to which HMSY will acquire substantially all of the assets
of GHSI's subsidiaries, Global Health Systems and GHS Management
Services. These subsidiaries provide computerized record-based
processing systems and services for managed care, public health and
ambulatory care facilities.
The purchase agreement calls for consideration to GHSI by HMSY of
$2,100,000 in cash, subject to certain closing adjustments. The
closing is subject to certain conditions, including the receipt of
consents required for the assignment of certain contracts and
official notice to GHSI's shareholders pursuant to federal
securities and state laws. Stockholders of GHSI holding a majority
of the outstanding shares of GHSI common stock have consented to
this sale to HMSY. GHSI will retain its subsidiary, US
Neurosurgical, Inc., a company that owns and operates Gamma Knife
Centers, as well as its interest in Florida Specialty Networks,
Ltd., a company that manages medical specialty networks. Upon the
closing of the sale, HMSY will employ each of GHSI's current
employees, including Mr. Gold. Mr. Gold will also remain as the
Chairman and President of GHSI following the closing and run GHSI's
remaining operations.
"This transaction furnishes GHSI the additional capital it will
need to concentrate on its other health care activities," said Alan
Gold, Chairman of GHSI. "At the same time, HMSY can take better
advantage of the strategic opportunities that exist for the
subsidiaries."
Paul J. Kerz, Chief Executive Officer of HMSY, observed, "We are
delighted to welcome the management and all of the employees and
valued clients of GHSI, who are joining us. We view the Global
systems and their rich ambulatory care information systems
functionality as an integral part of our future provider systems
outsourcing efforts."<PAGE>
<PAGE> Page 5 of 5 Pages
Since 1981 GHSI has developed, installed, and maintained
computerized information systems to improve health care delivery
and enhance prevention and tracking activities for more than 100
health care facilities nationwide. Global's information system is
a comprehensive, fully integrated suite of software modules that
support the following functions: registration, eligibility,
enrollment, accounts receivable, billing, claims processing,
medical records, patient and resource scheduling, EDI, ad hoc
report generation, ancillary services, utilization reporting, case
management, and regimen tracking.
HMSY furnishes proprietary information management and data
processing services and software to hospitals and health care
providers, government health services agencies, other payors or
purchasers of health care, and companies serving the health care
industry. The company's offerings constitute an outsourcing of
various aspects of the information processing functions associated
with the health care transfer payment process, affording HMSY's
clients the benefits of enhanced revenue (achieved through improved
reimbursability and/or collectibility), accelerated cash flow, and
reduced operating and administrative costs.
