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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):April 22, 1996 (April 16, 1996)
C.I.S. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15457 73-1199382
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
6100 South Yale Avenue, Suite 1900, Tulsa, OK 74136
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 496-2451
Exhibit Index Page: 3
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Item 5. Other Events
(a) On April 16, 1996, CIS Technologies, Inc. (the "Company") entered into a
definitive agreement to merge the Company with a subsidiary of National Data
Corporation ("NDC"). An April 16, 1996 press release announcing this
transaction is filed as Exhibit 99.a to this Form 8-K.
(b) An April 22, 1996 press release announcing the Company's results for the
quarter ended March 31, 1996 is filed herewith as Exhibit 99.b. Such results
have precipitated cash flow constraints. As a result, the Company obtained a
deferral to May 1, 1996 of its April 1 principal payment obligation of
$614,000 on its long-term debt with its principal lender. The Company's
results for the three months ended March 31, 1996 also amount to a default
under certain financial ratio covenants in the credit agreement with its
principal lender. The Company expects that it will not make the May 1 payment
and will be in default under the credit agreement. However, based upon
discussions with its principal lender, the Company expects to receive an
additional deferral on payments pending consummation of the previously
announced merger (see Item 5(a) above).
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C.I.S. TECHNOLOGIES, INC.
INDEX TO FORM 8-K
Item 7. Financial Statements and Exhibits
(c) Exhibits
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Page(s) of this
Form or Report
Exhibit
previously
Number Description filed
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(99) a. Press Release dated April 16, 1996 announcing the merger of 5
CIS Technologies, Inc. with National Data Corporation.
b. Press Release dated April 22, 1996 announcing financial 7
results of CIS Technologies, Inc. for the period ended March
31, 1996.
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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.
C.I.S. TECHNOLOGIES, INC.
/s/ Rebecca L. Speight
Rebecca L. Speight
Director, Finance & Accounting
(Principal Accounting Officer)
Date: April 22, 1996
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Exhibit 99.a
FOR IMMEDIATE RELEASE CONTACT: Richard A. Evans
Chief Financial Officer
(918) 496-2451
CIS TECHNOLOGIES, INC. ANNOUNCES MERGER WITH NATIONAL DATA CORPORATION AND
FIRST QUARTER 1996 EARNINGS OUTLOOK
_________________________________________________________
TULSA, Oklahoma (April 16, 1996) CIS Technologies, Inc.
(NASDAQ/NM:CISI) and National Data Corporation (NYSE: NDC) today announced
that a definitive agreement has been signed to merge CIS Technologies, Inc.
with National Data Corporation.
Under the terms of the agreement which is subject to shareholder approval
and other conditions, CIS shareholders will receive .08682 shares of NDC
common stock for each CIS common share owned. CIS shareholders will be issued
approximately 2.8 million NDC common shares as a result of this exchange,
representing a transaction value of approximately $97 million, based on the
most recent closing price of NDC. This combination has been structured as a
tax-free exchange, to be accounted for as a pooling of interests.
CIS will operate as a subsidiary of NDC. Philip D. Kurtz will continue
to lead CIS as its chief executive officer. In view of the pending
transaction, CIS is postponing its previously scheduled May 9, 1996 annual
meeting of shareholders.
NDC chairman Robert A. Yellowlees said, CIS and our business are an
ideal fit. Its products, services and the skills of its people represent an
excellent complement to our healthcare strategy. At the same time, NDC offers
a range of capabilities that will help CIS, including access to the world s
most advanced real time healthcare information network. We have already
identified a number of areas where synergies should provide for rapid
contributions to CIS recent operating results. It s a win for everyone
involved - our mutual customers, associates, shareholders, and business
partners.
Philip D. Kurtz, CIS chairman and chief executive officer, said, This
transaction offers CIS critical mass and the financial resources to expand our
business. CIS believes that both companies shareholders will benefit by
combining our capabilities and subsequent operating efficiencies. Our CIS
workforce will become an integral part of the NDC team of 1,900 associates to
deliver expanded products and services to our healthcare customers.
CIS also announced that it will fall short of analysts expectations for
the first quarter ended March 31, 1996. The shortfall is primarily
attributable to lower than expected levels of software sales in two business
units. First quarter 1996 revenue for CIS is expected to be approximately $10
million versus analysts estimates that range from $10.5 to $11.9 million.
The company will report a significant net loss from operations that will
include losses from expected write-downs of assets. CIS plans to release its
first quarter results on April 23, 1996.
-MORE-
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CIS Announces Merger with National Data Corporation
and First Quarter 1996 Earnings Outlook
April 16, 1996
Page 2
National Data Corporation is based in Atlanta, Georgia and is a leading
provider of information systems and services for the payment systems and
healthcare markets. CIS Technologies, Inc. is based in Tulsa, Oklahoma and is
a full-service healthcare reimbursement and business office management
company, offering technology-based products and services that enable
healthcare organizations to realize their full financial potential.
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Exhibit 99.b
FOR IMMEDIATE RELEASE CONTACT: Richard A. Evans
Chief Financial Officer
(918) 496-2451
CIS TECHNOLOGIES, INC. ANNOUNCES FIRST QUARTER
OPERATING RESULTS
_____________________________________________________
TULSA, Oklahoma, (April 22, 1996) -- CIS Technologies, Inc. (Nasdaq/NM:CISI)
today announced that revenue for the first quarter ended March 31, 1996 was
$10.0 million compared to $8.4 million for the first quarter of 1995. The
growth in revenue was overshadowed by the fact that the company reported a net
loss of $8.2 million for first quarter 1996 compared to net income of $853,000
for the same period in 1995.
The first quarter 1996 results included losses from operations and write-downs
of certain company assets. In this period, the company has taken a charge
against intangible assets of $5.2 million. Additionally, software, accounts
receivable and other assets have been reduced by $3.4 million. These charges,
when combined with a first quarter loss from operations of $1.2 million and a
tax benefit of $1.6 million, resulted in a net loss of $8.2 million.
Philip D. Kurtz, chairman and chief executive officer of CIS Technologies,
said, We are disappointed by less than expected contract closings at our
recently acquired clinical practice management (AMSC, Inc.) and managed care
contract administration (Hospital Cost Consultants, Inc.) businesses. While
we are optimistic of the prospects for managed care software sales, we have
made some difficult decisions regarding assets at AMSC and other impaired or
non-performing assets. These moves in no way reflect a lack of dedication and
commitment to our strategy to create and acquire products and services capable
of addressing the business office needs of today s evolving integrated
healthcare delivery systems.
On April 16, 1996 the Company announced that a definitive agreement was signed
to merge CIS Technologies, Inc. with National Data Corporation (NYSE: NDC).
Under the terms of that agreement, CIS shareholders will receive .08682 shares
of NDC common stock for each CIS common share owned. CIS shareholders will be
issued approximately 2.8 million NDC common shares as a result of this
exchange. The transaction, subject to shareholder approval and other
conditions, is structured as a tax free exchange, to be accounted for as a
pooling of interests. CIS first quarter results will not impact the terms or
timing of the NDC transaction.
-MORE-
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CIS Technologies, Inc. Announces First Quarter 1996 Operating Results
Page 2
April 22, 1996
CIS Technologies, Inc. is a full-service healthcare reimbursement and business
office management company. CIS offers technology-based products and services
that enable healthcare organizations to realize their full financial
potential. Through proven methods to enhance business office efficiency,
creative financing alternatives, state-of-the-art managed care and clinical
practice management systems, and EDI tools to reduce paperwork and
administrative costs, all participants in a healthcare delivery system realize
benefits. Currently, CIS products and services are delivering value to
healthcare organizations in the United States and around the world, with more
than 220 third-party payers in the United States and 1,075 clients in 38
states, Canada, Great Britain, Australia and New Zealand.
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CIS TECHNOLOGIES, INC.
Unaudited Financial Highlights
(In thousands, except per share amounts)
Three Months Ended
March 31,
1996 1995
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Revenue $9,963 $ 8,396
Operating income (loss) $(9,473) $ 889
Net income (loss) $(8,214) $ 853
Net income (loss) per share $ (.25) $ 0.03
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