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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: April 1, 1997
FOUNDATION HEALTH CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10540 68-0014772
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
corporation) No.)
3400 DATA DRIVE, RANCHO CORDOVA, CA 95670
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:
(916) 631-5000
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Item 1. Changes in Control of Registrant.
On April 1, 1997, Foundation Health Corporation (the "Company")
consummated its merger (the "Merger") with FH Acquisition Corp. ("Merger
Sub"), a wholly-owned subsidiary of Health Systems International, Inc.
("HSI"), pursuant to an Agreement and Plan of Merger dated as of October 1,
1996 by and among the Company, HSI and Merger Sub. As a result of the
Merger: (a) the Company is a wholly-owned subsidiary of HSI and (b) the
former stockholders of the Company will receive 1.3 shares of Class A Common
Stock of HSI for every share of the Company's Common Stock held. Effective
April 1, 1997, HSI changed its name to Foundation Health Systems, Inc.
Arrangements with respect to election of directors and certain other
matters are described in the Joint Proxy Statement/Prospectus of the Company
and HSI dated as of January 10, 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.
Dated: April 1, 1997.
FOUNDATION HEALTH CORPORATION
By /s/ JEFFREY L. ELDER
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Jeffrey L. Elder
Senior Vice President and
Chief Financial Officer
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