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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): July 24, 1998/July 20, 1998
US SERVIS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15352NY 22-2467332
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification Number)
220 Davidson Avenue
Somerset, New Jersey 08873
(Address of principal executive offices) (Zip Code)
(732) 764-9898
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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US SERVIS, INC.
ITEM 5. OTHER EVENTS
On July 20, 1998, US Servis, Inc., a Delaware corporation (the
"Company" or the "Registrant"), entered into an Agreement of Merger dated July
20, 1998 (the "Agreement") with HBO & Company, a Delaware corporation ("HBO"),
and HBO & Company of Georgia, a Delaware corporation ("HBO Sub"), pursuant to
which the Company will be merged with and into HBO Sub (the "Merger") and the
stockholders of the Company will receive for each share of capital stock of the
Company (including the Company's Series A Preferred Stock, Series B Preferred
Stock and Common Stock, each $.01 per share par value) a fraction of a share of
HBO Common Stock, $.05 per share par value, ("HBO Common Stock") to be
determined by dividing $50 Million by the product of the Market Value (as
hereinafter defined) and the Fully Diluted Shares (as hereinafter defined).
Consummation of the Merger is subject to the satisfaction or waiver of
numerous conditions, including without limitation, the following:
- expiration or termination of the waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended
- approval of the Agreement and Merger by the stockholders of the
Company
- the effectiveness of the registration statement filed by HBO with
the Securities and Exchange Commission covering the shares of HBO
Common Stock to be issued in the Merger
- accuracy of each party's respective representations and
warranties and the fulfillment of their respective covenants set
forth in the Agreement
- receipt of an opinion of each party's tax counsel that the Merger
qualifies as a tax free reorganization
- receipt of an opinion of each party's independent accountants
that the Merger may be accounted for as a "pooling of interests."
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Certain stockholders of the Company holding shares of capital stock of
the Company representing approximately 40% of the outstanding voting capital
stock of the Company have entered into Voting Agreements with HBO and HBO Sub to
have their shares voted in favor of the Merger.
The Company expects the Merger to be consummated on or about September
30, 1998.
For purposes of this Report, the following terms shall have the
meanings set forth below.
(i) "Fully Diluted Shares" means the total number of shares of
Company Common Stock issued and outstanding immediately prior to the effective
time of the Merger ("Effective Time"), plus the number of shares of Company
Common Stock issuable pursuant to all options, warrants or other rights which
permit the holder thereof to acquire or convert into shares of Company Common
Stock outstanding immediately prior to the Effective Time.
(ii) "Market Value" shall mean the average closing price per share
reported by Nasdaq (or if there is no sale on such date then the average between
the closing bid and ask prices on any such day) for shares of HBO Common Stock
during the twenty (20) consecutive trading days ending on the third trading day
prior to the date of the Special Meeting of stockholders of the Company held to
approve the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None.
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SIGNATURE
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.
US SERVIS, INC.
(Registrant)
By: /s/ Robert E. Van Metre
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Name: Robert E. Van Metre
Title: Secretary, Treasurer, and
Vice President and Chief
Financial Officer
July 24, 1998
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