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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
JUNE 30, 1998
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Date of Report (Date of earliest event reported)
ACCESS HEALTH, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-19758 68-0163589
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
335 INTERLOCKEN PARKWAY
BROOMFIELD, CO 80021
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(Address of principal executive offices)
(303) 466-9500
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998 (the "Effective Date"), pursuant to an Amended and
Restated Agreement and Plan of Reorganization dated as of June 4, 1998 (the
"Merger Agreement") by and among Access Health, Inc. ("Access Health" or the
"Company"), Access Acquisition Corp. 98A ("Merger Sub"), a wholly-owned
subsidiary of Access Health, and InterQual, Inc., ("InterQual"), Access Health
acquired InterQual by means of a merger of Merger Sub into InterQual (the
"Merger"), with InterQual remaining as the surviving corporation in the
Merger. As a result of the Merger, InterQual became a wholly-owned subsidiary
of Access Health. Access Health is a leading provider of clinically-based
care management services designed to reduce costs, improve quality of care,
and improve membership satisfaction. InterQual is a leading provider of
clinical support criteria and systems to health care insurers, plans and
providers. Merger Sub was formed solely for the purpose of effecting the
Merger.
Pursuant to the Merger Agreement, the total number of shares of Common
Stock issued by Access Health in exchange for all of the outstanding shares of
Class A Common Stock and Class B Common Stock of InterQual was 4,540,000.
Each share of InterQual Class A Stock and each share of InterQual Class B
Stock issued and outstanding immediately prior to the Effective Date was
canceled and extinguished and converted automatically into the right to
receive 381.4235 and 377.6093 shares of Access Health Common Stock,
respectively, upon surrender of the certificate representing such shares of
InterQual Capital Stock in the manner provided in a letter of transmittal that
has been sent to each record holder of InterQual Capital Stock following the
Effective Date.
The consideration paid by Access Health for the outstanding InterQual
Capital Stock pursuant to the Merger Agreement was determined through arms'
length negotiations reflecting InterQual's business, operating results and
financial condition as well as a variety of factors including but not limited
to the complementary nature of the two companies' products and services, the
expanded customer base that InterQual would provide, the expansion of
management resources that would result from the Merger and the opportunity for
operating efficiencies and synergies.
The Merger is intended to qualify as a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and the Merger
qualifies as a pooling of interests for financial reporting purposes in
accordance with generally accepted accounting principles.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Business Acquired.
The financial statements of InterQual, Inc. required to be
filed pursuant to Item 7(a) of Form 8-K are included as Exhibit 20.1 of this
Current Report on Form 8-K.
b. Pro Forma Financial Information.
The pro forma financial information required to be filed
pursuant to Item 7(b) of this Current Report on Form 8-K were not available at
the time of filing of this Current Report on Form 8-K and will be filed on a
Form 8-K/A as soon as practicable, but in no event later than September 14,
1998, 60 days after the date this Form 8-K is required to be filed.
c. Exhibits.
The following exhibits are filed in accordance with Item 601 of
Regulation S-K as part of this report:
2.1 Amended and Restated Agreement and Plan of Reorganization
dated as of June 4, 1998, entered into by and among
Access Health, Inc., a Delaware corporation, InterQual,
Inc., a Delaware corporation, and Access Acquisition Corp.
98A, a Delaware corporation (incorporated by reference to
Annex A to the Prospectus contained in the Company's
Registration Statement on Form S-4 (File No. 333-56253)).
20.1 Financial Statements of InterQual, Inc., including balance
sheets of InterQual, Inc. as of December 31, 1996 and 1997
and the statements of operations, changes in stockholders'
equity (deficit), and cash flows for the years ended
December 31, 1995, 1996 and 1997 (incorporated by
reference to the Financial Statements of InterQual, Inc.
included in the Prospectus contained in the Company's
Registration Statement on Form S-4 (File No. 333-56253)).
23.1 Consent of Alexander, Aronson, Finning & Co., P.C.
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SIGNATURE
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.
ACCESS HEALTH, INC.
Dated: July 10, 1998 By: /s/ JULIE A. BROOKS
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Name: Julie A. Brooks
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Page
Exhibit Description Number
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2.1 Amended and Restated Agreement and Plan of Reorganization
dated as of June 4, 1998, entered into by and among
Access Health, Inc., a Delaware corporation, InterQual,
Inc., a Delaware corporation, and Access Acquisition
Corp. 98A, a Delaware corporation (incorporated by
reference to Annex A to the Prospectus contained in
Access Health's Registration Statement on Form S-4 (File
No. 333-56253)).
20.1 Financial Statements of InterQual, Inc., including
balance sheets of InterQual, Inc. as of December 31, 1996
and 1997 and the statements of operations, changes in
stockholders' equity (deficit), and cash flows for the
years ended December 31, 1995, 1996 and 1997 (incorporated
by reference to the Financial Statements of InterQual,
Inc. included in the Prospectus contained in the
Company's Registration Statement on Form S-4(File No.
333-56253)).
23.1 Consent of Alexander, Aronson, Finning & Co., P.C.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report of InterQual, Inc. dated February 9, 1998 (except with
regard to the change in InterQual, Inc.'s method of accounting for certain
revenues, as described in Note 2 of the financial statements, as to which the
date is May 15, 1998), included in or incorporated by reference into this
Current Report on Form 8-K.
/s/ Alexander, Aronson, Finning & Co., P.C.
ALEXANDER, ARONSON, FINNING & CO., P.C.
Westborough, Massachusetts
July 10, 1998
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