SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): January 23, 1997
SYNETIC, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17822 22-2975182
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
669 River Drive, River Drive Center II,
Elmwood Park, New Jersey 07407
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 703-3400
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Item 2. Acquisition or Disposition of Assets.
On January 23, 1997, Synetic, Inc. ("Synetic"), a Delaware
corporation, acquired CareAgents, Inc. ("CareAgents"), a Delaware corporation,
in a stock-for-stock transaction in which Synetic issued and delivered
approximately 106,000 shares of its common stock for all the outstanding shares
of CareAgents. A copy of Synetic's press release announcing the acquisition is
filed as an exhibit hereto and incorporated by reference herein.
Synetic anticipates that a significant portion of the purchase price
will be allocated to purchased research and development costs which Synetic will
be required to charge to expense under generally accepted accounting principles.
While the amount of the charge is not currently determinable, Synetic does not
expect the charge to exceed $3 million. The charge will be reflected in the
quarter ending March 31, 1997.
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(c) Exhibits.
Exhibit
Number Description
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99.9 Press release of Synetic, dated January 23, 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.
SYNETIC, INC.
(Registrant)
Date: January 23, 1997 By /s/ Victor L. Marrero
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Name: Victor L. Marrero
Title: Vice President - Finance
FOR IMMEDIATE RELEASE
Contact: Victor L. Marrero
Vice President - Finance
and Chief Financial Officer
(201) 703-3405
Synetic Announces Acquisition of CareAgents, Inc.
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Elmwood Park, New Jersey, January 23, 1997 -- Synetic, Inc. (NASDAQ:
SNTC) announced today that it has acquired CareAgents, Inc., a privately held
developer of Internet-based clinical commerce applications. This acquisition is
another step in Synetic's plan to develop a new area of business using
Internet-based technology to create innovative healthcare services. This new
business will create an interactive communication channel intended to benefit
providers and payers of healthcare services by improving the quality of patient
care, guiding appropriate utilization of healthcare services, reducing
administrative costs, and enforcing benefit plan guidelines.
CareAgents, Inc. was founded in 1996 to enable Internet-based
healthcare commerce among physicians, suppliers and patients. CareAgents has
assembled a team with expertise in large-scale commercial clinical applications,
medicine and information technology led by David Margulies, M.D. "Adding the
unique capabilities of the principals of CareAgents to our own internal
development efforts and our recently acquired subsidiary, Avicenna Systems
Corporation, gives Synetic an exceptional technology and resource platform for
creating and deploying a new generation of interactive healthcare services,"
said Martin J. Wygod, Chairman of Synetic.
Dr. Margulies is a nationally renowned industry leader in the field of
commercial clinical application software and clinical process automation. From
1990 until early 1996, he was Executive Vice President, Chief Scientist and a
Director of Cerner Corporation, a publicly-held company that supplies
enterprise-level clinical applications. Prior to joining Cerner, Dr. Margulies
was Vice President and Chief Information Officer at Boston's Children Hospital.
Dr. Margulies will become Executive Vice President and Chief Scientist of
Synetic and will join the Synetic Board of Directors.
Dr. Margulies noted, "As part of Synetic, we see an opportunity to
develop a uniquely effective set of applications which will allow us to create
the most influential channel linking physicians to the payers, suppliers and
consumers of healthcare."
Other senior executives of CareAgents include David H. Carney,
previously CEO of MegaSource, a provider of hospital-based pharmacy information
systems, later sold to Cerner Corporation; Habib Khoury, previously COO at
Bioran Medical Laboratory and CIO at
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Harvard Community Health Plan; and Karen DeStefano, previously a senior
executive within IBM's healthcare business.
Synetic will acquire CareAgents in exchange for 106,029 shares of
Synetic common stock which the principals of CareAgents have agreed to retain
for a period of at least two years. In addition, each of the principals has
entered into a long-term employment arrangement with Synetic.
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