SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 18, 1997
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(Date of Report - date of earliest event reported)
Health Outcomes Management, Inc.
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(Exact name of registrant as specified in charter)
Minnesota 0-15936 41-1546471
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
2331 University Avenue S.E., Minneapolis, Minnesota 55414
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(Address of principal executive offices)
(612) 378-3053
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(Registrant's telephone number, including area code)
Data Med Clinical Support Services, Inc.
2331 University Avenue S.E.
Minneapolis, Minnesota 55414
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(Former Name and Address)
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ITEMS 2 THROUGH 6 AND ITEMS 8 AND 9 ARE NOT APPLICABLE AND ARE THEREFORE
OMITTED.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The Annual Meeting of the shareholders of Health Outcomes Management,
Inc. (the "Company") was held on September 18, 1997. Prior to the Annual
Meeting, the Company filed a Proxy Statement on Schedule 14A pursuant to Section
14(a) of the Securities Exchange Act of 1934, dated August 7, 1997 (the
"Company's Proxy Statement") notifying the Company's shareholders of the time
and place of the Annual Meeting and the purposes thereof, including the election
of the Company's Board of Directors. The individuals nominated for election to
the Company's Board of Directors pursuant to the Company's Proxy Statement
consisted of William A. Peter, Jr., Michael J. Frakes, Robert J. Cipolle and
Jerry L. Hoganson, all of whom were then members of the Company's Board of
Directors.
Subsequent to the filing of the Company's Proxy Statement, a group of
individuals, including shareholders of the Company, consisting of Victor S.
Greenstein, Jonathan R. Gordon, Stanford M. Baratz, Peter J. Zugschwert and
Matthew E. Goldberg (the "Greenstein Group") filed a Proxy Statement on Schedule
14A pursuant to Section 14(a) of the Securities Exchange Act of 1934, dated
August 26, 1997 (the "Greenstein Group's Proxy Statement"), on its own behalf
and on behalf of the slate of directors named in the Greenstein Group's Proxy
Statement opposing the election of the directors nominated pursuant to the
Company's Proxy Statement.
At the Annual Meeting, the Company's shareholders elected the slate
of directors proposed by the Greenstein Group in the Greenstein Group's Proxy
Statement consisting of Jonathan R. Gordon, Stanford M. Baratz, Peter J.
Zugschwert and Matthew E. Goldberg.
As of the close of business on July 22, 1997, the record date for determining
the holders of outstanding shares of the Company's common stock entitled to vote
at the annual meeting, there were 8,499,029 shares of the Company's common stock
issued and outstanding. The newly elected directors, as a group, beneficially
own, directly or indirectly, 101,000 shares of the Company's common stock,
constituting 1.2% of the outstanding voting securities of the Company as of the
record date. Mr. Gordon beneficially owns 60,000 shares of the Company's common
stock and Mr. Baratz beneficially owns 41,000 shares of the Company's common
stock, representing 0.7% and 0.5% of the outstanding voting securities of the
Company as of the record date. Messrs. Zugschwert and Goldberg own no shares of
the Company's common stock beneficially or of record.
ITEM 7. EXHIBITS AND FINANCIAL STATEMENTS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
(1) Press Release issued by the Company dated September 19, 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, thereunto duly authorized.
Dated: September 26, 1997
HEALTH OUTCOMES MANAGEMENT, INC.
By: /s/ Peter J. Zugschwert
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Peter J. Zugschwert
Its: Director
Exhibit 1
[letterhead of Neuger Henry Bartkowski Public Relations]
FOR: HEALTH OUTCOMES MANAGEMENT, INC.
2331 University Avenue Southeast
Minneapolis, Minnesota 55414
Nasdaq OTCBB: HOMI
CONTACTS: 612/378-3053 Peter J. Zugschwert
612/344-1000 Karen J. Snedeker
Neuger Henry Bartkowski Public Relations
HEALTH OUTCOMES MANAGEMENT, INC.
ANNOUNCES NEW BOARD OF DIRECTORS
MINNEAPOLIS - SEPTEMBER 19, 1997 Health Outcomes Management, Inc. (Nasdaq
OTCBB: HOMI) announced that Jonathan R. Gordon, Stanford M. Baratz, Peter J.
Zugschwert and Matthew E. Goldberg were elected as the new members of the
company's board of directors at the annual meeting of shareholders held
yesterday afternoon. The newly elected directors were the candidates nominated
by Victor S. Greenstein of the Greenstein Group in opposition to the slate
proposed by the company's management.
Mr. Zugschwert stated, "On behalf of Mr. Greenstein and the new members of
the board of directors, I thank the shareholders of Health Outcomes Management,
Inc. for supporting our proxy contest to bring a new management team to the
company. We will work closely with the company's customers, employees and
vendors to preserve important relationships. We also intend to immediately
develop a plan for accomplishing a turnaround of the company's business and
finances."
Health Outcomes Management, Inc. provides clinical support and financial
software services to long-term healthcare facilities, home healthcare agencies,
retail pharmacies and hospitals. The company also operates a community pharmacy
that is being developed into a prototype store for applying patient care
concepts.
This news release contains forward-looking statements that reflect new
management's current views and plans. The statements are based on many
assumptions and factors, including those disclosed in filings made by the
company with the Securities and Exchange Commission, and are subject to new
management's assessment of the company and its business and financial condition.
