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)
SEPTEMBER 24, 1998
MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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NEW YORK 1-10768 11-2209324
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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1121 OLD WALT WHITMAN ROAD, MELVILLE, NEW YORK 11747-3005
(Address of principal executive offices)
(516) 423-7800
Registrant's telephone number, including area code
NO CHANGE SINCE LAST REPORT
Former Name or Former Address, if Changed Since Last Report
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 24, 1998, the merger (the "Merger") of Informedics, Inc.
("Informedics") into Mediware Acquisition Corp. ("MAC"), a wholly owned
subsidiary of Mediware Information Systems, Inc. ("Mediware"), was effective.
The assets of Informedics include the business, products, furniture, fixtures,
equipment, inventories, goodwill and certain intellectual property.
Informedics develops, markets and supports a line of stand-alone
computer-based management information systems for use in the blood bank and
clinical departments of hospitals. Mediware intends to continue such use of
the assets acquired in the Merger.
On the effective date of the Merger, Informedics shareholders of record
received 0.1587301 of a share of Mediware common stock, par value $.10 per
share, for each share of Informedics common stock, par value $.01 per share,
held by them. The merger ratio was negotiated by the parties based upon their
determination of the value of Informedics' technology and its other assets,
and strategic factors.
There is no material relationship between Informedics, on the one hand, an
Mediware or any of its affiliates, any director or officer of Mediware, or any
associate of any such director or officer of Mediware, on the other hand.
On September 24, 1998, Mediware released a press release relating to the
Merger, a copy of which is filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Financial statements of Informedics are not filed herewith but,
to the extent required, will be filed within 60 days of this Report on Form
8-K.
(b) Pro Forma Financial Information.
Pro forma financial information relative to Informedics is not
filed herewith but, to the extent required, will be filed within 60 days of
this Report on Form 8-K.
(c) Exhibits.
2 Agreement and Plan of Merger among Mediware, Informedics and
MAC dated as of December 18, 1997, Amendment No. 1 to Merger Agreement dated
as of April 30, 1998 and Amendment No. 2 to Merger Agreement dated as of
August 10, 1998 (incorporated by reference to Annex A to the Prospectus
contained in the Registration Statement on Form S-4 (File No. 333-57693).
99 Press Release of Mediware, released September 24, 1998.
SIGNATURE
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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.
MEDIWARE INFORMATION SYSTEMS, INC.
By: /s/ Les Dace
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Les Dace, President
Date: October 9, 1998
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EXHIBIT INDEX
2 Agreement and Plan of Merger among Mediware, Informedics and
MAC dated as of December 18, 1997, Amendment No. 1 to Merger Agreement dated
as of April 30, 1998 and Amendment No. 2 to Merger Agreement dated as of
August 10, 1998 (incorporated by reference to Annex A to the Prospectus
contained in the Registration Statement on Form S-4 (File No. 333-57693).
99 Press Release of Mediware, released September 24, 1998.
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EXHIBIT 99
PRESS RELEASE
MEDIWARE ACQUIRES INFORMEDICS, INC. IN MERGER TRANSACTION AGREEMENT
MELVILLE, N.Y., and LAKE OSWEGO, Ore., Sept. 24/PRN Newswire/ -- Mediware
Information Systems, Inc. (Nasdaq: MEDW; PCX: MIS) and Informedics, Inc. (OTC
Bulletin Board: IMED today announced the completion of the merger of
Informedics into a wholly-owned subsidiary of Mediware.
Under the terms of the merger, the former shareholders of Informedics are
entitled to receive one share of Mediware for each 6.3 shares of Informedics
which they held prior to the merger.
Mediware provides computer based information systems for healthcare clinical
hospital departments with its Hemocare Blood Bank System, Digimedics Pharmacy
Management System, and Surgiware Operating Room Management System. Mediware
systems help healthcare organizations increase revenues and reduce costs while
improving patient care.
Informedics, Inc. develops, markets and services information management
systems for integrated healthcare delivery networks and medical laboratories.
This press release may contain "forward-looking statements" within the meaning
of the private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual results of the company to differ materially from the results
expressed or implied by such statements, including general economic and
business conditions, conditions affecting the industries served by the company
and its subsidiaries, conditions affecting the company's customers and
suppliers, competitor responses to the company's product and services, the
overall market acceptance of such products and services, and other factors
disclosed in the company's subsequent Quarterly Reports on Form 10-QSB through
September 30, 1997. Accordingly, although the company believes that the
expectations reflected in such forward-looking statements are reasonable,
there can be no assurance that such expectations will prove to be correct.
CONTACT: Les N. Dace, Chief Executive Officer of Mediware Information Systems,
Inc., 408-438-4735; or Thomas Redington of Redington, Inc., 203-222-7399, or
212-926-1733, for Mediware Information Systems, Inc.
