<PAGE>
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): August 5, 1999
HEALTHCARE INTEGRATED SERVICES, INC.
(Exact name of registrant as specified in its charter)
================================================================================
Delaware 000-19636 22-3119929
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
================================================================================
Shrewsbury Executive Center II, 1040 Broad Street, Shrewsbury, New Jersey 07702
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 544-8200
Healthcare Imaging Services, Inc.
Tri-Parkway Corporate Park
200 Schulz Drive
Red Bank, New Jersey 07701
----------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On August 5, 1999, the Company issued a press release (the "Press Release")
announcing that, effective August 1, 1999, its corporate name has been changed
to HealthCare Integrated Services, Inc. and its corporate offices have been
relocated to Shrewsbury Executive Center II, 1040 Broad Street, Shrewsbury, New
Jersey 07702. A copy of the Press Release is attached hereto as an exhibit and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
--------
99.1 Press Release dated August 5, 1999.
2
<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.
HEALTHCARE INTEGRATED SERVICES, INC.
(Registrant)
Dated: August 9, 1999 By: /s/ Elliott H. Vernon
--------------------------------------
Elliott H. Vernon
Chairman of the Board
and Chief Executive Officer
<PAGE>
EXHIBIT 99.1
HEALTHCARE IMAGING SERVICES, INC.
SHREWSBURY EXECUTIVE CENTER II (732) 544-8200
1040 BROAD STREET FAX (732) 544-8262
SHREWSBURY, NEW JERSEY 07702
FOR IMMEDIATE RELEASE CONTACT: Elliott H. Vernon, Esq.
Chairman of the Board
and Chief Executive Officer
HEALTHCARE IMAGING SERVICES, INC. ANNOUNCES THE CHANGE OF ITS
-------------------------------------------------------------
CORPORATE NAME TO HEALTHCARE INTEGRATED SERVICES, INC. AND THE
--------------------------------------------------------------
RELOCATION OF ITS CORPORATE OFFICES
-----------------------------------
Shrewsbury, New Jersey - August 5, 1999 - HealthCare Imaging Services, Inc.
(NASDAQ: HISS) announced that, effective August 1, 1999, its corporate name has
been changed to HealthCare Integrated Services, Inc. and its corporate offices
have been relocated to Shrewsbury Executive Center II, 1040 Broad Street,
Shrewsbury, New Jersey 07702.
Elliott H. Vernon, Chairman of the Board and Chief Executive Officer of the
Company, stated that: "In light of our expansion into the area of physician
practice management and our recent successful entry into the area of clinical
research, we have determined that the name 'HealthCare Integrated Services'
better reflects the business composition and mission of the Company. Our
expanded strategic focus, as reflected by our name change, as well as the
development of the largest diagnostic imaging network in New Jersey consisting
of over 75 facilities, are just a few of the many steps we are taking to
strategically position the Company to become the premier manager of physician
resources in the New Jersey, New York and Philadelphia region offering a
comprehensive array of medical services."
This change in the Company's name will not affect the validity or
transferability of its stock certificates presently outstanding, and the
Company's stockholders will not be required to exchange stock certificates to
reflect the new name. Stockholders should keep the stock certificates they now
hold, which will continue to be valid, and should not send them to the Company
or its transfer agent. The Company's trading symbol on the Nasdaq Stock Market,
HISS, will remain the same.
HealthCare Integrated Services, Inc. is a healthcare management and
services company that provides state-of-the-art healthcare equipment, facilities
and services to physicians, hospitals and other healthcare providers. The
Company currently specializes in diagnostic imaging and physician practice
management. It operates 10 diagnostic imaging facilities located in Brooklyn and
New York City, New York; Wayne, Edgewater, Ocean Township, Bloomfield, Voorhees
(two facilities),
<PAGE>
and Northfield, New Jersey and Philadelphia, Pennsylvania; and manages two of
the largest multi-specialty physician practices in New Jersey comprised of an
aggregate of over 100 physicians, with 22 offices, treating over 160,000
patients.
This communication may contain certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 that are
based on the beliefs of the Company and its management. When used in this
document, the words "anticipate," "believe," "continue," "estimate," "expect,"
"intend," "may," "should" and similar expressions are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions, including, but not limited to, the risk that the
Company may not be able to implement its growth strategy in the intended manner,
risks associated with the Company's need to refinance certain near-term debt
maturities and to redeem its convertible preferred stock, risks regarding
currently unforeseen competitive pressures and risks affecting the Company's
industry, such as increased regulatory compliance and changes in regulatory
requirements, changes in payor reimbursement levels and technological changes.
In addition, the Company's business, operations and financial condition are
subject to the risks, uncertainties and assumptions which are described in the
Company's reports and statements filed from time to time with the Securities and
Exchange Commission. Should one or more of those risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein.