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 12, 1999
CERNER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-15386 43-1196944
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
Incorporation)
2800 Rockcreek Parkway, Suite 601, Kansas City, Missouri 64117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 221-1024
________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 12, 1999, the Board of Directors of Cerner
Corporation (the "Company") adopted amendments to Rights
Agreement, dated as of November 21, 1996, between the Company and
UMB Bank, n.a., as Rights Agent. The amendments include the
addition of a "share exchange" feature and certain technical and
definitional enhancements. The Company issued a press release on
March 16, 1999, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference, announcing the
above described amendments.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Press Release issued March 16, 1999.
<PAGE>
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.
CERNER CORPORATION
Date: March 18, 1999 By: /s/ Marc Naughton
Marc Naughton, Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
99.1 Press Release issued March 15, 1999.
EXHIBIT 99.1
CERNER ANNOUNCES BOARD ACTIONS: CLIFFORD W. ILLIG ELECTED VICE-
CHAIRMAN AND AMMENDMENTS TO STOCKHOLDER RIGHTS PLAN
KANSAS CITY, MO - March 16, 1999 Cerner Corporation
(NASDAQ:CERN) announced today, following its regularly scheduled
quarterly Board of Directors meeting on March 12, 1999, that co-
founder Clifford W. Illig has been appointed Vice-Chairman of
Cerner. Formerly the company's President, Illig's change in title
is reflective of a planned shift from his focus on operational
responsibilities to a more strategic role. Chairman and Chief
Executive Officer Neal L. Patterson will also assume the
responsibilities of President of Cerner.
The announcement follows several planned additions to the
company's management team. Marvin G. Pember, CPA, MM, joined
Cerner in April 1998 as Senior Vice President to manage provider-
base solutions. In August 1998, Stan Sword was appointed Chief
People Officer with responsibility for positioning Cerner as the
employer of choice in the industry. Additionally, Glenn Tobin,
PhD, became Chief Operating Officer in September 1998. In this
capacity, Tobin is responsible for engineering, consulting and
client services in addition to many other company operations.
"With these significant additions to our management team and
along with Glenn's focus on the day-to-day operations, Cliff's
new role at Cerner will allow us the flexibility and freedom to
pursue our focus on strategic relationships and initiatives that
support our growth," said Patterson.
Recently announced ventures involving Cerner's expansion into the
Internet-based physician connectivity and electronic commerce
business in partnership with Synetic, Inc., based in Elmwood
Park, N.J. and the Radiology Information System and Picture
Archive and Communications System (RIS/PACS) alliance with GE
Medical Systems of Milwaukee, W.I. are examples of the kinds of
strategic relationships Illig has undertaken to build both client
and shareholder value.
Illig, who holds a seat on the company's Board of Directors, is
also expected to play a more visible role in representing Cerner
in the worldwide healthcare marketplace as well as working
closely with Patterson on relationships with key healthcare
clients. "We have done a good job of attracting highly talented
executive leadership to Cerner who have quickly demonstrated
their ability to run large elements of the company. I am
extremely confident that our day-to-day operations are in good
hands" said Illig. "I look forward to directing my energy to
deriving maximum value from our strategic relationships and
priority corporate initiatives."
The company also announced that the Board of Directors has
adopted amendments to modernize Cerner's Stockholders Rights Plan
to ensure that it provides state-of-the-art protection against
unfair and coercive takeover offers. The amendments include the
addition of a "share exchange" <PAGE> feature and certain technical and
definitional enhancements. The Stockholder Rights Plan is
intended to give the Board of Directors discretion to pursue the
Company's growth strategy as an independent company.
The addition of the "share exchange" feature provides the Board
with additional flexibility in responding to a hostile takeover
attempt when the rights become exercisable (e.g., the acquisition
by a person of 15% or more of the outstanding Cerner common
stock). The Board will now have the option of exchanging, in
whole or in part, each right of each holder (other than rights
held by a hostile acquirer and its affiliates and associates,
which would become void) for one share of common stock (subject
to adjustments for stock splits, stock dividends and similar
transactions). This provision is intended to avoid the expense
of requiring rights holders to exercise their rights and
alleviates the uncertainty as to whether holders will exercise
the rights. The dilution caused by implementation of the share
exchange feature would be substantial, but not as extensive as
the dilution that would potentially occur if all holders were to
exercise the rights after they became exercisable.
The amendments to the Stockholder Rights Plan were not undertaken
in response to any specific threat to acquire control of Cerner
but rather as a precautionary measure to provide Cerner's Board
with appropriate flexibility in responding to hostile takeover
attempts that might arise in the future.
Cerner Corporation is a leading supplier of clinical and
management information and knowledge systems to more than 1,000
healthcare organizations worldwide. Cerner's mission is to
connect the appropriate person, knowledge, and resources at the
appropriate time and location to achieve the optimal health
outcome. Cerner's vision of proactice healthcare management
drives innovation in the development of effective solutions for
today's healthcare challenges, while creating a foundation for
tomorrow's healthy populations.
Cerner is a trademark of Cerner Corporation. Any and all other
trademarks listed herein are the property of their respective
owners.
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