<PAGE> 1
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
March 5, 1997
Date of Report (Date of earliest event reported)
CITATION COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
0-20284 43-1174397
(Commission File Number) (I.R.S. Employment Identification No.)
424 SOUTH WOODS MILL ROAD 63017
CHESTERFIELD, MO (Zip Code)
(Address of principal executive offices)
(314) 579-7900
(Registrant's telephone number, including area code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On March 5, 1997, CITATION Computer Systems, Inc. ("CITATION") sold
substantially all of the assets related to its United Kingdom ("UK") operations
to Health Systems Limited pursuant to an Agreement dated February 26, 1997 (the
"Agreement"). Health Systems Limited will also become CITATION's exclusive
distributor for its clinical software products in the UK.
Under the terms of the Agreement, Health Systems Limited acquired
CITATION's working capital, operating assets, and intangible assets in the UK,
retained a majority of the Company's employees in the UK, and assumed
responsibility for CITATION's existing customers and contracted commitments in
the UK. The Agreement will provide CITATION with royalties on any future sales
made by Health Systems Limited of CITATION clinical software products in the
UK. The transaction will result in a loss of between $.43 and $.46 per share
to be recognized in the fourth quarter of fiscal 1997, which ends March 31.
Health Systems Limited is owned by a group of executives with significant
healthcare information systems experience in the UK. William Seabrook, a
former Director of CITATION, is a member of this group.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a) Pro forma financial information
1) Pro forma financial information for the Company
b) Exhibits
1) Agreement dated February 26, 1997, by and among the
Company and Health Systems Limited.
2) Press release of the Company dated January 22, 1997.
3) Press release of the Company dated March 17, 1997.
<PAGE> 3
CITATION Computer Systems, Inc.
PRO FORMA FINANCIAL INFORMATION
Basis of Presentation
On March 5, 1997, CITATION Computer Systems, Inc. ("CITATION") completed
the sale of its United Kingdom ("UK") operations to Health Systems Limited.
Under the terms of the Agreement, Health Systems Limited acquired CITATION's
working capital, operating assets and intangible assets in the UK, retained a
majority of the Company's employees in the UK, and assumed responsibility for
CITATION's existing customers and contracted commitments in the UK. The
agreement will provide CITATION with royalties on any future sales made by
Health Systems Limited of CITATION clinical software products in the UK. The
transaction will result in a loss of between $.43 and $.46 per share to be
recognized in the fourth quarter of fiscal 1997, which ends March 31.
The accompanying pro forma information presents the pro forma balance
sheet of CITATION assuming the sale had occurred on December 31, 1996, a pro
forma statement of operations for the nine months ended December 31, 1996 and
the year ended March 31, 1996, assuming that the sale had occurred on April 1,
1996 and April 1, 1995, respectively.
Management believes that the assumptions used in preparing the unaudited
pro forma financial information provides a reasonable basis for presenting all
of the significant effects of the sale, that the pro forma adjustments give
appropriate effect to those assumptions, and that the pro forma adjustments are
properly applied in the unaudited pro forma financial information.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITATION Computer Systems, Inc.
Date: March 19, 1997 By: /s/ J. Robert Copper
------------------------------------
J. Robert Copper
Chairman and Chief Executive Officer
<PAGE> 5
CITATION COMPUTER SYSTEMS, INC.
Consolidated Balance Sheet
December 31, 1996
Unaudited
(000's)
<TABLE>
<CAPTION>
CITATION
Consolidated Pro Forma
As Pro Forma Continuing
Reported Adjustments(A) Operations
------------ -------------- ----------
<S> <C> <C> <C>
Assets
Current Assets:
Cash $ 651.2 $ 269.5 $ 920.7
Intercompany rec./pay. - - -
Accounts receivable-trade 7,533.6 (505.6) 7,028.0
Accounts receivable-other 1,372.9 (1,344.7) 28.2
Inventories 749.9 - 749.9
Income taxes receivable 600.0 - 600.0
Other current assets 1,447.9 (128.0) 1,319.9
--------------------------------------------------
Total Current Assets 12,355.5 (1,708.8) 10,646.7
Software development costs, net 4,654.6 (573.6) 4,081.0
Property and equipment, net 1,496.1 (167.6) 1,328.5
Long-term accounts receivable 1,657.3 - 1,657.3
Other assets 710.3 (223.9) 486.4
--------------------------------------------------
Total Assets $20,873.8 $(2,673.9) $18,199.9
==================================================
Liabilities and shareholders' equity
Current Liabilities:
Current portion of long-term debt $ 143.0 $ - $ 143.0
Accounts payable 1,979.2 (178.0) 1,801.2
Other accrued liabilities 1,524.7 (554.6) 970.1
Deferred service revenue 1,761.2 17.1 1,778.3
--------------------------------------------------
Total Current Liabilities 5,408.1 (715.5) 4,692.6
Long-term debt 1,867.7 - 1,867.7
Deferred tax liability 1,465.0 - 1,465.0
Other long term liabilities 393.7 - 393.7
--------------------------------------------------
9,134.5 (715.5) 8,419.0
Shareholders' equity:
Common stock 379.0 - 379.0
Paid in capital 6,378.2 - 6,378.2
Retained earnings 4,802.5 (1,778.8) 3,023.7
Translation adjustment 179.6 (179.6) -
--------------------------------------------------
Total Shareholders' equity 11,739.3 (1,958.4) 9,780.9
--------------------------------------------------
Total Liabilities & Sh. Equity $20,873.8 ($2,673.9) $18,199.9
==================================================
</TABLE>
(A) Adjustments reflect, as if the sale of the UK operations had occurred on
December 31, 1996, the receipt of sale proceeds and the elimination of
the assets sold to and liabilities assumed by Health Systems Limited.
<PAGE> 6
CITATION COMPUTER SYSTEMS, INC.
PRO FORMA INCOME STATEMENT
NINE MONTHS ENDED DECEMBER 31, 1996
Unaudited
(000's)
<TABLE>
<CAPTION>
CITATION
Consolidated Pro Forma
As Pro Forma Continuing
Reported Adjustments(1) Operations
------------ -------------- ----------
<S> <C> <C> <C>
System Sales $10,230.8 $ 615.4 $ 9,615.4
Service Revenue 6,816.9 219.8 6,597.1
-----------------------------------------------
Net Sales 17,047.7 835.2 16,212.5
Cost of System Sales 6,148.2 661.0 5,487.2
Cost of Service Revenue 1,891.8 525.7 1,366.1
-----------------------------------------------
Gross Profit 9,007.7 (351.5) 9,359.2
R & D 2,658.9 161.9 2,497.0
Selling & Admin. 6,571.7 2,038.0 4,533.7
Restructuring Charge (2) 1,467.0 1,467.0 0.0
-----------------------------------------------
Operating Income (1,689.9) (4,018.4) 2,328.5
Other Income (expense), net (26.1) (19.2) (6.9)
Secondary Offering Expenses (542.5) 0.0 (542.5)
-----------------------------------------------
Income before taxes (2,258.5) (4,037.6) 1,779.1
Provision for Income Taxes (880.9) (1,574.7) 693.8
-----------------------------------------------
Net Income (Loss) $(1,377.6) $(2,462.9) $ 1,085.3
===============================================
Net income (loss) per share $ (0.37) $ (0.65) $ 0.29
===============================================
Common Shares Outstanding 3,765 3,765 3,765
</TABLE>
(1) Adjustments reflect the elimination of the results of operations for
the UK operations for the nine months ended December 31, 1996.
(2) Amount represents the restructuring charge incurred in fiscal 1997
for the UK operations. Included in the charge is $0.6 million
related to the write-off of capitalized software costs, $0.3 million
for severance and closure costs, and $0.6 million for other assets.
<PAGE> 7
CITATION COMPUTER SYSTEMS, INC.
PRO FORMA INCOME STATEMENT
YEAR ENDED MARCH 31, 1996
Unaudited
(000's)
<TABLE>
<CAPTION>
CITATION
Consolidated Pro Forma
As Pro Forma Continuing
Reported Adjustments(1) Operations
------------ -------------- ----------
<S> <C> <C> <C>
System Sales $16,215.7 $2,772.8 $13,442.9
Service Revenue 8,835.4 295.1 8,540.3
-----------------------------------------------
Net Sales 25,051.1 3,067.9 21,983.2
Cost of System Sales 8,521.1 1,881.6 6,639.5
Cost of Service Revenue 2,548.5 457.4 2,091.1
-----------------------------------------------
Gross Profit 13,981.5 728.9 13,252.6
R & D 1,672.1 159.7 1,512.4
Selling & Admin. 8,710.8 1,199.7 7,511.1
Office Consol. & Relocation (2) 1,379.8 0.0 1,379.8
-----------------------------------------------
Operating Income 2,218.8 (630.5) 2,849.3
Other Income (expense), net 94.5 (17.7) 112.2
-----------------------------------------------
Income before taxes 2,313.3 (648.2) 2,961.5
Provision for Income Taxes 901.5 (252.8) 1,154.3
-----------------------------------------------
Net Income (loss) $ 1,411.8 $ (395.4) $ 1,807.2
===============================================
Net Income (loss) per share $ 0.37 $ (0.10) $ 0.47
===============================================
Common Shares Outstanding 3,780 3,780 3,780
</TABLE>
(1) Adjustments represent the elimination of the results of operations
for the UK operations for the nine months ended December 31, 1996.
(2) Amount represents the consolidation and relocation of the Madison, WI
office to St. Louis, MO.
<PAGE> 1
EXHIBIT 1
DATED FEBRUARY 26, 1997
(1) CITATION COMPUTER SYSTEMS, INC.
(2) HEALTH SYSTEMS LIMITED
-----------------------------
AGREEMENT FOR
SALE OF CITATION'S UK BRANCH
-----------------------------
RADCLIFFES
CROSSMAN BLOCK
5 Great College Street
Westminster
London SW1P 3SJ
Tel: 0171 222 7040
<PAGE> 2
INDEX TO CLAUSES
1 Interpretation
2 Agreement for sale
3 Purchase consideration
4 Completion
5 Prepayments Receivables and Open Orders
6 Liabilities
7 Contracts
8 Employees
9 VAT on Transfer
10 Title and apportionments
11 Distribution of Products
12 Acknowledgement
13 Future activities and arrangements
14 Information
15 Announcements
16 Costs
17 Communications
18 Entire agreement and schedules
19 Invalidity
20 Proper law
21 Value Added Tax
22 Competition
23 General
24 Miscellaneous
<PAGE> 3
Schedule 1 Leasehold properties
Schedule 2 Excluded assets
Schedule 3 Consideration
Schedule 4 Products
Schedule 5 Contracts
Schedule 6 Computer Equipment
Schedule 7 General Assets
Schedule 8 Employees
Schedule 9 Liabilities
Schedule 10 Receivables
Schedule 11 Prepayments
Schedule 12 Records
Schedule 13 Work Required
Schedule 14 Escrow
Schedule 15 Advance Billings
<PAGE> 4
AGREEMENT FOR SALE OF A BUSINESS
DATE: February 26, 1997
Parties:
(1) "The Vendor": CITATION COMPUTER SYSTEMS, INC. (registered no
00211402) a Missouri Corporation whose principal office is at 424 South
Woods Mill Road Suite 200 Chesterfield Missouri 63017 USA
(2) "The Purchaser": HEALTH SYSTEMS LIMITED (registered no 3314257)
a company incorporated in England and Wales whose registered office is at
100 New Kings Road London SW6 4LX England
OPERATIVE PROVISIONS:
1 INTERPRETATION
1.1 In this agreement including the Schedules:
1.1.1 the following words and expressions have the following meanings,
unless they are inconsistent with the context:
"Advance Billings" those maintenance fees arising in
connection with the Business which
have been billed by the Vendor either
annually or quarterly in advance and
in respect of which the period
covered by the relevant bill extends
beyond 15 February 1997 as listed in
Schedule 15.
"Advance Billings Payment" the agreed aggregate amount of
pound 45,364.34 (exclusive of VAT)
due from the Vendor to the Purchaser
at Completion in respect of Advance
Billings comprising the total of
those amounts set
<PAGE> 5
forth in Column ME appearing in
Schedule 15.
"Agreed Form" in relation to any document the
form of that document which has been
initialled for the purpose of
identification on behalf of the
Vendor and the Purchaser respectively
"Assets" the property, assets and rights
of the Business to be purchased by
the Purchaser as described in clause
2.1.
"Business" the business of the Vendor's London
branch operations so far as they
relate to the distribution of the
Existing CITATION Products and the
Distributed Products carried on by
the Vendor at the Effective Date.
"Completion" completion as provided for in Clause
4
"Contracts" the current contracts and engagements
of the Vendor in relation to the
Business as listed in Schedule 5, but
excluding contracts with Employees
and those contracts and licences
included in the Excluded Assets.
"Computer Equipment" the computer hardware and associated
software relating to the Business
listed in Schedule 6.
<PAGE> 6
"Creditors" the aggregate amount owed by the
Vendor in connection with the
Business to or in respect of trade
creditors and accrued charges as
recorded in the books of account of
the Business at the Effective Date
including liabilities for value added
tax PAYE and National Insurance
attributable to any period on or
before the Effective Date and
taxation on profits or chargeable
gains.
"Distributed Products" the software products distributed
by the Vendor and listed in Part 2
of Schedule 4
"Effective Date" the close of business on F.ebruary 28
1997 or the signing of the compromise
agreements by Fynn, Millward,
O'Brien, D., whichever is the later.
"Employees" the persons who, at the Effective
Date, were employed by the Vendor
for the purposes of the Business and
whose names and outline terms of
employment are set out in Schedule 8.
"Excluded Assets" the assets listed in Schedule 2
which are owned by the Vendor but
are excluded from the sale to the
Purchaser.
<PAGE> 7
"Existing CITATION the Vendor's software products
Products" listed in Part 1 of Schedule 4
"General Assets" all equipment and vehicles other than
the Computer Equipment owned by
the Vendor at the Effective Date for
the purpose of the Business as listed
in Schedule 7
"Goodwill" the goodwill of the Vendor in
relation to the Business, together
with the exclusive right for the
Purchaser or its assignee to
represent itself as carrying on the
Business in succession to the Vendor
but excluding the right to use the
name "CITATION" whether on its own or
as part of another name.
"Licence Agreement" the licence agreement referred to in
Clause 11.1
"Leasehold Properties" the premises occupied by the Vendor
as listed in Schedule 1.
"Leases" the leases underleases or licences
under which the Leasehold Properties
are held.
"Liabilities" the liabilities of the Business
(other than the Creditors)
outstanding at the Effective Date.
<PAGE> 8
"New CITATION the Vendor's proposed software
Products" products listed in Part 3 of
Schedule 4
"Open Orders" those Contracts listed in Part B of
Schedule 5.
"Parties" shall mean a reference to the Vendor
and the Purchaser
"Party" shall mean either the Vendor or the
Purchaser
"Petty Cash" any cash balances held at the
Effective Date for the purpose of
reimbursing out-of-pocket expenses
in connection with the Business.
"Prepayments" those prepayments in respect of the
Business listed in Schedule 11
"Purchaser's Solicitors" Amhurst Brown Colombotti 2 Duke
Street St James's London SW1Y 6BJ
"Receivables" the receivables in respect of the
Business listed in Schedule 10
which for the avoidance of doubt
shall not include Receivables due
prior to the Effective Date from Mid
Sussex NHS Trust and from Plymouth
Hospitals NI-IS Trust
"Regulations" the Transfer of Undertakings
(Protection of Employment)
Regulations 1981 (as amended).
<PAGE> 9
"Vendor's Solicitors" Radcliffes Crossman Block 5 Great
College Street London SW1P 3SJ
1.1.2 all references to a statutory provision shall be construed as
including references to:
1.1.2.1 any statutory modification, consolidation or
re-enactment;
1.1.2.2 all statutory instruments or orders made pursuant to
it;
1.1.2.3 any statutory provisions of which it is a
modification, consolidation or re-enactment;
1.1.3 except where the context otherwise requires, words denoting the
singular include the plural and vice versa; words denoting any
gender include all genders; words denoting persons include firms
and corporations and vice versa;
1.1.4 unless otherwise stated, a reference to a clause, sub-clause
or Schedule is a reference to a clause or a sub-clause of, or a
Schedule to, this Agreement;
1.1.5 clause headings are for ease of reference only and do not
affect the construction of this agreement.
2 AGREEMENT FOR SALE
2.1 Subject to the terms and conditions of this Agreement, the Vendor shall
sell and transfer to the Purchaser and the Purchaser shall purchase from
the Vendor and assume as at the Effective Date:
2.1.1 the Business as a going concern;
2.1.2 the assets and rights which are listed below:
2.1.2.1 the Goodwill;
2.1.2.2 the benefit (but subject to the burden) of the Contracts
2.1.2.3 the benefit (but subject to the burden) of the Open Orders
<PAGE> 10
2.1.2.4 the Computer Equipment
2.1.2.5 the General Assets;
2.1.2.6 the Receivables
2.1.2.7 the Prepayments
2.1.2.8 the Advance Billings Payment
2.1.2.9 the Petty Cash;
but excluding the Excluded Assets;
2.2 Subject to the terms and conditions of this Agreement the Purchaser shall
as at the Effective Date assume the Liabilities
2.3 The provisions of Schedule 1 shall more particularly apply in relation to
the transfer of the Leasehold Properties.
3 PURCHASE CONSIDERATION
3.1 The consideration for the sale by the Vendor of the Business and the Assets
shall be a sum equal to the aggregate of the values of the assets listed
in Clause 2.1.2 (adjusted in accordance with clause 5). The figures as
estimated or known at the date of this Agreement are set out in Schedule 3
3.2 The consideration shall be paid as follows:
3.2.1 as to L.11,122.00 in respect of the Goodwill and Contracts,
Computer Equipment, General Assets and Petty Cash in cash within
seven days of completion of the purchase in accordance with
clause 4 calculated as provided in Schedule 3;
3.2.2 the amount ofL.17,085.72 in respect of the payment of the
Receivables plus the Prepayments less the Advance Billings Payment
and the payment in respect of Envelope within 30 days of the date
of Completion;
3.2.3 any adjustment in accordance with clause 5.
<PAGE> 11
3.3 The Consideration shall be exclusive of any value added tax which (if
payable) shall be paid by the Purchaser on the delivery of the relevant
VAT invoice.
4 COMPLETION
4.1 The sale and purchase shall be completed immediately upon exchange of this
agreement when all the matters set out in this clause 4 shall be effected.
4.2 The Vendor shall deliver to the Purchaser, at the office where they are
located or otherwise as may be agreed, such of the Assets as are capable
of being transferred by delivery.
4.3 The Vendor shall cause to be delivered or (if so requested by the
Purchaser) made available to the Purchaser:
4.3.1 such documents as may be reasonably necessary to complete the
sale and purchase of the Assets and vest title to the Assets in
the Purchaser, including (but without limitation) assignments
of the Goodwill, Contracts, and Leases;
4.3.2 copies of all records of National Insurance and PAYE relating
to all the Employees;
4.3.3 copies of the value added tax records referred to in clause 9.2;
4.3.4 copies of such other records as are listed in Schedule 12
4.3.5 an engrossment of the Licence Agreement in the Agreed form
signed on behalf of the Vendor.
4.3.6 an engrossment of Option Agreement (in this Clause the "Option
Agreement") in the Agreed Form signed on behalf of the Vendor
relating to all the issued shares of CITATION Computer Systems
Limited a company incorporated in England and Wales with
registered number 2645836;
4.3.7 Letters of authority in the Agreed Form required on behalf of the
Vendor in respect of the escrow arrangements referred to in
Schedule 14.
<PAGE> 12
4.4 Upon completion of the matters referred to above the Purchaser shall
deliver to the Vendor
4.4.1 an engrossment of the Licence Agreement in the Agreed Form signed
on behalf of the Purchaser;
4.4.2 an engrossment of the Option Agreement in the Agreed Form
signed by William Seabrook.
4.5 Within seven days of Completion the Purchaser shall deliver to the Vendor a
cheque in respect of that part of the purchase consideration specified in
clause 3.2.1;
4.6 The Purchaser shall not be obliged to complete the purchase of any of the
Assets unless the purchase of all the Assets is completed in accordance
with this agreement.
4.7 The Purchaser may in its absolute discretion waive any requirement
contained in clause 4.2 or 4.3 and the Vendor may in its absolute
discretion waive any requirement contained in clause 4.4.
5 PREPAYMENTS RECEIVABLES AND OPEN ORDERS
5.1 The Vendor and the Purchaser shall (if necessary) jointly procure that as
soon as practicable and in any event within 45 days of the date of this
Agreement the value of the Prepayments, the Receivables and the Open
Orders as at the Effective Date is determined.
5.2 Any dispute with respect to the determination of the value of the
Prepayments the Receivables or the Open Orders shall be referred for final
settlement to a firm of chartered accountants nominated jointly by the
Vendor and the Purchaser or, failing such nomination within 14 days after
request by either the Vendor or the Purchaser, nominated at the request
of either of them by the
<PAGE> 13
President for the time being of the Institute of Chartered Accountants
in England and Wales. The accountants shall be entitled to call for
and inspect the working papers of the Vendor's auditors and such other
documents as they may reasonably consider necessary. In making their
determination, the accountants shall act as experts and not as
arbitrators, their decision shall (in the absence of manifest error)
be final and binding on the parties and their fees shall be borne and
paid equally by the Vendor and the Purchaser.
5.3 The amounts agreed or determined under the foregoing sub-clauses
shall (to the extent agreed) be paid to the Vendor or the Purchaser (as
the case may be) forthwith upon their being agreed and (as to any
balance) upon the amount being determined.
5.4 If, prior to the Effective Date, the Vendor made a prepayment or paid
a deposit under any of the Contracts for the purchase of an asset which
is not included in the Assets, the Purchaser shall reimburse to the
Vendor the amount of the prepayment or deposit within 45 days of the
date of this Agreement. The Vendor certifies that no such prepayment
or deposit has been made.
5.5 The Purchaser shall collect and pay to the Vendor as agent of the
Purchaser within two working days of receipt of payment the amounts due
prior to the Effective Date to the Vendor from Mid Sussex NHS Trust and
Plymouth Hospitals NHS Trust.
5.6 The Purchaser shall pay to the Vendor within two working days of
receipt of payment those percentages of the amounts for the Open Orders
which are set out against each contract in Part B of Schedule 5.
6 LIABILITIES
<PAGE> 14
6.1 The Purchaser shall promptly discharge the Liabilities when they
become due as referred to in Schedule 9.
6.2 Notwithstanding completion of the purchase of the Business the
Vendor shall be responsible for all debts (other than the Liabilities)
payable by and claims outstanding against it at the Effective Date
including all wages, sums payable under taxation statutes, rent and
other expenses and will discharge such debts promptly.
6.3 The Purchaser shall take all reasonable steps to perform, in
accordance with its normal business standards, the obligations of the
Vendor to provide after-sales service or to meet warranty claims of
customers arising in the normal course of the Business as a result of
transactions carried out by the Vendor prior to the Effective Date,
insofar as the same are required by the Vendor's standard contracts,
copies of which have been produced to the Purchaser.
7 CONTRACTS
7.1 The Purchaser shall perform and discharge the outstanding
obligations and liabilities of the Vendor under the Contracts.
7.2 The Purchaser shall indemnify the Vendor:
7.2.1 against claims by third parties arising under or in
respect of the Contracts whether such claims relate to any
product or service supplied or any act or omission by the Vendor
on or before (or by the Purchaser on or after) the Effective
Date, other than those claims made by Plymouth Hospitals NHS
Trust. With respect to the claim made by Plymouth Hospitals NHS
Trust the Purchaser shall complete the contract as has been
agreed by the parties without charge. Any additional settlement
amounts will be the responsibility of the Vendor. With respect
to the claim made by Swindon and Marlborough NHS Trust, if the
settlement is less than or equal to pound 18,000, the
<PAGE> 15
Purchaser will reimburse the Vendor in the amount of pound 1,000
per month until the settlement is reimbursed in full. If the
settlement amount is greater than pound 18,000, the purchaser
will reimburse the Vendor in the amount of pound 2,000 per month
until the settlement is reimbursed in full.
7.2.2 against claims by third parties arising in respect of the
Business which relate to any product or service supplied or any
act or omission by the Purchaser after the Effective date
7.2.3 The Vendor warrants that they have informed the Purchaser of
all claims relating to the contracts of which the Vendor is
aware.
7.3 The Purchaser and Vendor shall comply with the provisions of Clause 10.2
in respect of the Contracts.
7.4 In particular and without prejudice to the generality of the foregoing the
Purchaser undertakes to complete Envelope as set out in the Schedule 13
and shall indemnify and hold the Vendor harmless in respect thereof.
7.5 The Purchaser shall inform the Vendor immediately it becomes aware of any
claim by a third party arising in respect of any Contract or otherwise
in respect of the Business, its products and services.
8 EMPLOYEES
8.1 The Vendor warrants that it has complied with the provisions of
Regulation 10 of the Regulations.
8.2 The Purchaser shall indemnify the Vendor against any order to pay
compensation made pursuant to the Regulations.
<PAGE> 16
8.3 All salaries and other emoluments, including holiday pay, tax and
national insurance payments and contributions to retirement benefit
schemes, relating to the Employees shall be borne by the Vendor up to the
Effective Date and all necessary apportionments shall be made.
8.4 The Vendor will prior to Completion terminate the employment of those of
the Employees who are listed in Part 2 of Schedule 8
9 VAT on Transfer
9.1 The Parties shall use all reasonable endeavours to procure that the sale
of the Business is deemed to be a transfer of a business as a going
concern for the purposes of the Value Added Tax Act 1994, s 49 and
Schedule 4 paragraph 8(1)(a).
9.2 The Vendor shall forthwith deliver to the Purchaser the records of the
Business for value added tax purposes which are required by the Value
Added Tax Act 1994, s 49(1)(b) to be preserved by the Purchaser.
9.3 The Purchaser shall for a period of not less than 6 years from the
Effective Date preserve the records delivered to it by the Vendor and,
upon reasonable notice, make them available to the Vendor or its agents
during normal business hours and for such purpose the Vendor and its
agents shall have the right and licence to enter the premises at which
such documents are held.
10 TITLE AND APPORTIONMENTS
10.1 Subject to the provisions of Schedule 1 relating to the Leasehold
Properties, the Vendor shall take all necessary steps and co-operate fully
with the Purchaser to ensure that it obtains the full benefit of the
Business and Assets and shall at the cost of the Purchaser execute such
documents as are necessary or appropriate for vesting in the Purchaser all
its rights and interests in the Assets.
<PAGE> 17
10.2 Insofar as the Assets comprise the benefit of contracts which cannot
effectively be assigned to the Purchaser without the consent of a third
party or except by an agreement of novation:
10.2.1 the Vendor and the Purchaser shall use all reasonable endeavours
to obtain consent or to procure a novation;
10.2.2 unless and until consent is obtained or the contracts are
novated the Purchaser shall, for its own benefit and to the extent
that the contracts permit, perform on behalf of the Vendor (but at
the Purchaser' s expense) all the obligations of the Vendor which
fails to be performed after the Effective Date (insofar as they
have been disclosed to the Purchaser) and indemnify the Vendor
against all costs, proceedings, claims, demands and expenses which
may be incurred by the Vendor as a result of any act, neglect,
default or omission on the part of the Purchaser to perform or
comply with any such obligation.
10.3 All charges and other outgoings including service charges and licence
fees relating to or payable in respect of the Business up to the
Effective Date shall be borne by the Vendor and as from the Effective Date
shall be borne by the Purchaser and all rents, royalties and other
periodical payments receivable in respect of the Business up to that time
shall belong to and be payable to the Vendor and as from that time shall
belong to and be payable to the Purchaser. Such outgoings and payments
receivable shall if necessary be apportioned accordingly, provided that
any such outgoings or payments receivable which are referable to the
extent of the use of any property or right shall be apportioned according
to the extent of such use.
10.4 Where any amounts fall to be apportioned under this agreement, the Vendor
shall provide the Purchaser with full details of the apportionments,
together with supporting vouchers or similar documentation, and in the
absence of dispute the appropriate payment shall be made by or to the
Vendor forthwith. If the amount of any apportionment is in dispute, the
provisions of clause 5.2 shall
<PAGE> 18
apply for resolving the dispute and the amount determined in accordance
with that clause shall be paid within 14 days of the determination,
together with interest calculated on a daily basis (as well after as
before judgment), from the Effective Date until the date of actual
payment, at the rate of 2 per cent per annum above the base rate from
time to time of National Westminster Bank PLC.
11 DISTRIBUTION OF PRODUCTS
11.1 On Completion the Vendor shall enter into a licence agreement ("Licence
Agreement") with the Purchaser in the Agreed Form in respect of the
Existing CITATION Products
11.2 The principles in respect of the licensing of the Existing CITATION
Products shall include:
11.2.1 the right to use the Existing CITATION Products perpetually in the
United Kingdom only and to license them to new users in the United
Kingdom only and to support and maintain existing users in the
United Kingdom.
11.2.2 in respect of the Existing CITATION Product known as Alert 2000,
in addition to the rights under clause 11.2.1, the right to
support and maintain existing users in Ireland and to use the
product for that purpose.
11.2.3 the licence to relate to source and object code of the Existing
CITATION Products with all associated documentation and to include
the right to make modifications in accordance with the terms of
the Licence Agreement.
11.2.4 the Licence will include the right to use the names of the
Existing CITATION Products as set out in Part I of Schedule 4.
11.3 The Vendor hereby appoints the Purchaser its exclusive sub-distributor in
Great Britain of a product known as XR 2000 under the agreement dated 23
September 1994 between CHL Software Limited and the Vendor relating to
<PAGE> 19
such product and the Purchaser undertakes to the Vendor to comply with
all the obligations of the Vendor under such agreement as shall relate to
the distribution of such product in Great Britain. A copy of such
agreement has been signed on behalf of the Parties by way of
identification and is marked 'A'.
11.4 The Vendor hereby appoints the Purchaser as its dealer under its
international distribution agreement ("the STC Agreement") dated 17 March
1994 with Software Technologies Corporation ("STC") and (subject to the
consent and release of STC) assigns to the Purchaser the agreement
between STC and the Vendor relating to STC's product designated by the
Vendor as "Link 2000". The obligations of the Purchaser under its
appointment as a dealer shall be the same as those of the Vendor under
the STC Agreement. A copy of such agreement has been signed on behalf of
the Parties by way of identification and is marked 'B'.
11.5 The Vendor shall negotiate with the Purchaser in good faith for the
appointment of the Purchaser as the Vendor's distributor in the United
Kingdom for the New CITATION Products and in respect of such
negotiations:
11.5.1 the Vendor shall give to the Purchaser six months prior written
notice of the planned availability for delivery of the New
CITATION Products and the Parties shall meet to negotiate in good
faith a distribution agreement. If after three months the Parties
have been unable to agree then either Party may terminate the
negotiations; and will be free to deal with others.
11.5.2 the agreement relating to the New CITATION Products shall grant to
the Purchaser rights to the object code (but not the source code)
of such products; and
<PAGE> 20
11.5.3 the inability of the parties to reach agreement on such terms of
appointment shall not affect the Vendor's right to license the
Existing CITATION Products under the terms of the Licence
Agreement
12 ACKNOWLEDGEMENT
12.1 The Purchaser acknowledges that one of its shareholders and directors
has been involved in this Business for a period of more than four years
and that the Purchaser is therefore buying the Business in full knowledge
of the Business and its affairs having had full access to all necessary
documentation and information.
12.2 Nevertheless it is a condition of this Agreement that the Purchaser
obtains all the assets purchased under this Agreement.
13 FUTURE ACTIVITIES AND ARRANGEMENTS
13.1 For the purpose of assuring to the Purchaser the full benefit of the
Business
13.1.1 The Vendor shall promptly refer to the Purchaser all enquiries relating
to the Business and assign to the Purchaser all orders relating to the
Business, including enquiries or orders for any stocks, spares, parts,
accessories and other equipment manufactured or sold in connection
with the Business, which the Vendor may in future receive; and
13.1.2 The Vendor shall not during the period or three years commencing on the
Effective Date without the Purchaser's prior written consent (such
consent not to be unreasonably withheld or delayed) restart another
competitive operation in the United Kingdom or appoint another
distributor of the Existin CITATION Products or the New CITATION
Products except that this shall not apply:
13.1.2.1 to the setting up of an operation of the appointment of another
distributor in respect of the Existing CITATION Products in the
event that the Licence Agreement is terminated in accordance
<PAGE> 21
with its terms or in the event that (after being entered into)
the distribution agreement provided for in Clause 11.5 is
terminated as a result of breach of such agreement by the
Purchaser; or
13.1.2.2 to the setting up of an operation or the appointment of another
distributor in respect of the New CITATION Products or
the appointment of a distributor of the New CITATION Products
in the event that notwithstanding negotiation by the Vendor in
good faith (as provided by clause 11.5) a distribution
agreement with the Purchaser for the New CITATION Products
cannot be agreed or following agreement such agreement is
terminated in accordance with its terms or in the event that
the Licence Agreement is terminated as a result of breach of
such agreement by the Purchaser.
13.2 The Purchaser undertakes to the Vendor that during the period of three
years from the Effective Date it will not sell assets other than in the
normal course of business consistent with the scale of operation of and
financial resources available to the Purchaser.
14 INFORMATION
During the period of six years from the date of the completion of this
Agreement the Purchaser shall preserve and retain, and shall permit the Vendor
or its agents on reasonable notice to inspect and take copies of, all or any
documents delivered to the Purchaser pursuant to this Agreement and such
permission shall include the right and licence on the part of the Vendor and
its agents following such notice to enter the premises at which such documents
are held.
15 ANNOUNCEMENTS
No announcement of any kind shall be made in respect of the subject matter of
this agreement except as specifically agreed between the Vendor and the
Purchaser. Any announcement by either party shall in any event be issued only
after prior consultation with the other.
16 COSTS
<PAGE> 22
All expenses incurred by or on behalf of the parties, including all fees of
agents, solicitors, accountants, employed by either of the parties in
connection with the negotiation, preparation and execution of this agreement
shall be borne solely by the party which incurred them.
17 COMMUNICATIONS
17.1 All communications between the parties with respect to this agreement
shall be delivered by hand or sent by first-class post to the address of
the addressee as set out in this agreement, or to such other address as
the addressee may from time to time have notified for the purpose of this
clause, or sent by facsimile transmission (with confirmation by letter
posted first-class within 24 hours).
17.2 Communications shall be deemed to have been received:
17.2.1 if sent by airmail (if overseas) or by first class post (if
inland): 10 business days after posting exclusive of the day of
posting;
17.2.2 if delivered by hand: on the day of delivery;
17.2.3 if sent by facsimile transmission: at the time of transmission.
17.3 Communications addressed to the Vendor shall be marked for the
attention of Mr. Anton F Flieg Jnr, Director of Sales Operations.
Communications addressed to the Purchaser shall be marked for the
attention of Mr K Collins, Director.
17.4 In proving service:
17.4.1 by delivery by hand: it shall be necessary only to produce a
receipt for the communication signed by or on behalf of the
addressee;
17.4.2 by post or facsimile transmission: it shall be necessary only to
prove that the communication, or letter of confirmation, was
contained in an envelope which was duly addressed and posted in
accordance with this clause.
18 ENTIRE AGREEMENT AND SCHEDULES
<PAGE> 23
18.1 This agreement and the Schedules constitute the entire agreement and
understanding between the parties with respect to all matters which are
referred to.
18.2 The Schedules form part of this agreement.
18.3 This agreement binds each party's successors and assigns.
19 INVALIDITY
19.1 If any term or provision in this agreement shall in whole or in part be
held to any extent to be illegal or unenforceable under any enactment or
rule of law, that term or provision or part shall to that extent be
deemed not to form part of this agreement and the enforceability of the
remainder of this agreement shall not be affected.
20 PROPER LAW
The construction, validity and performance of this agreement shall be governed
by the laws of England and all parties submit to the jurisdiction of the
English Courts.
21 VALUE ADDED TAX
Unless otherwise stated amounts referred to in this Agreement are exclusive of
Value Added Tax and other taxes, duties, levies or withholdings. The relevant
party shall be obliged to pay any such taxes or other amounts with the
principal sums to which they relate.
22 COMPETITION
Notwithstanding any other provision of this Agreement no provision hereof which
is of such a nature as to make this Agreement liable to registration under the
Restrictive Trade Practices Act 1976 (United Kingdom) or the Competition Act
1991 (Ireland) or notification under the Treaty of Rome shall take effect until
the day after that on which particulars thereof shall have been furnished to
the Director General of Fair Trading pursuant to the said Acts or the European
Commission under the said Treaty (as the case may be). The parties shall use
all reasonable endeavours to procure the furnishing of such particulars as soon
as possible after the signing of this Agreement.
<PAGE> 24
23 GENERAL
23.1 No failure delay or indulgence on the part of either party in
exercising any power or right under this Agreement shall operate as a
waiver of such power or right.
23.2 No single or partial exercise of any power or right by either party
shall preclude any other or further exercise thereof or the exercise of
any other such power or right under this Agreement.
23.3 Each party shall give prompt attention to any matter relating to the
obligations hereunder which is raised by the other party.
23.4 Neither party may assign this Agreement or any of its rights and
obligations hereunder without the prior written consent of the other
provided that the Vendors shall not require consent for assignment within
the Vendor's group of companies.
23.5 In the event of any conflict or inconsistency between the terms of this
Agreement and its Schedules the terms of the Agreement shall prevail.
24 MISCELLANEOUS
24.1 For the avoidance of doubt the Agreement between Microscript Corporation
and the Vendor notice of cancellation in respect of which was given in
October 1996 is outside the scope of and forms no part of this Agreement.
The Purchaser assures the Vendor that no benefit has been achieved or
transferred under the arrangements provided in this Agreement.
24.2 The Vendor hereby undertakes to indemnify and keep fully and effectually
indemnified the Purchaser against all costs claims and demands of whatever
nature made against the Purchaser arising directly or indirectly from or
concerning:
24.2.1 the secondment to the Business of two of the Vendor's employees
from their principal place of employment in Missouri, USA; and
<PAGE> 25
24.2.2 the termination of or other arrangement concerning the employment
by the Vendor of P Hunter.
24.3 If the Purchaser is approached by anyone in respect of any of the matters
referred to in this clause it will promptly refer the matter to the
Vendor.
AS WITNESS whereof these presents have been entered into the day and year first
above written
<PAGE> 26
SIGNATURES
Signed on behalf of
CITATION Computer Systems Limited: /s/ J. Robert Copper
Name: J. Robert Copper
Position: Chief Executive Officer
Date: February 26, 1997
In the presence of: /s/Anton F. Flieg, Jr.
Name: Anton F. Flieg, Jr.
Position: Director Sales Operations
Date: February 26, 1997
Signed on behalf of
Health Systems Limited: /s/William Seabrook
Name: William Seabrook
Position: Managing Director
Date: February 26, 1997
In the presence of: /s/Richard D. Neece
Name: Richard D. Neece
Position: Executive Vice President/CFO
Date: February 26, 1997
<PAGE> 1
EXHIBIT 2
[CITATION LETTERHEAD]
NEWS RELEASE
FOR MORE INFORMATION CONTACT:
Rick Neece, CITATION 314/579-7900
Ned Maniscalco for CITATION 314/982-1700
FOR IMMEDIATE RELEASE
CITATION COMPUTER SYSTEMS ANNOUNCES AGREEMENT
TO SELL UK BUSINESS
ST. LOUIS, JANUARY 22, 1997 - CITATION Computer Systems, Inc. today
announced a preliminary agreement to sell its United Kingdom operations to
Health Systems Limited, which will also become CITATION's exclusive distributor
for its clinical software products in the UK. The sale price was not disclosed.
Under the terms of the memorandum of understanding, Health Systems Limited
will acquire CITATION's operating assets, retain the majority of the Company's
employees in the UK and assume responsibility for CITATION's existing customers
and contracted commitments in the UK. The preliminary agreement will provide
CITATION with royalties on any future sales made by Health Systems of CITATION
clinical software products in the UK. The sale is anticipated to close by late
February. This transaction will result in a loss of between $.35 and $.40 per
share to be recognized in the fourth quarter of fiscal 1997, which ends March
31.
J. Robert Copper, CITATION's Chairman and CEO, stated, "CITATION's UK
operations have resulted in disappointing sales and operating results and, more
importantly, required large amounts of cash to fund its operations. This
agreement will remove the volatility and cash drain from CITATION in the future.
It also establishes a distributor for CITATION in the UK, which has long been
the Company's preferred method of doing business internationally. It is also
expected to provide CITATION a source of income and positive cash flow. We
believe this agreement will have a positive impact on our future."
- more -
<PAGE> 2
CITATION To Sell UK Business
Add One
Health Systems Limited is being formed by a group of executives with
significant healthcare information systems experience in the UK.
CITATION provides comprehensive client/server information systems for
clinical areas, financial/administrative areas, and a community-wide
registration system. CITATION has 600 systems in more than 450 healthcare
facilities throughout the United States, Canada, the United Kingdom, Ireland,
Asia-Pacific and other countries. CITATION has its headquarters in St. Louis,
Missouri.
CITATION -- THE BEST INFORMATION SYSTEMS VALUE IN HEALTHCARE
<PAGE> 1
EXHIBIT 3
FOR MORE INFORMATION CONTACT:
Rick Neece, CITATION 314/579-7900
Ned Maniscalco for CITATION 314/982-1700
FOR IMMEDIATE RELEASE
CITATION COMPUTER SYSTEMS CLOSES SALE OF UK BUSINESS
ST. LOUIS, MARCH 17, 1997 -- CITATION Computer Systems, Inc. (NASDAQ:
CITA) today announced that it had closed the previously announced sale of its
United Kingdom operations to Health Systems Limited, a new UK based company.
The sale price was not disclosed.
Under the terms of the transaction, Health Systems Limited will acquire
CITATION's operating assets, retain the majority of the Company's employees in
the UK and assume responsibility for CITATION's existing customers and
contracted commitments in the UK.
A product licensing agreement provides CITATION with royalties on any
future sales made by Health Systems of CITATION clinical software products in
the UK. As previously announced, the transaction will result in a loss in the
Company's fiscal fourth quarter, which ends March 31, 1997. That loss now is
estimated at between $.43 and $.46 per share. However, among other benefits,
CITATION expects to receive approximately $0.8 million in income tax refunds
related to the transaction over the next nine months.
J. Robert Copper, CITATION's chairman and chief executive officer, stated,
"This agreement will remove from CITATION the volatility and cash drain caused
by the UK operations. In addition, it establishes a distributor for CITATION
in the UK, which has long been the Company's preferred method of doing business
internationally. The agreement also is expected to provide CITATION a source
of income and positive cash flow."
-more-
<PAGE> 2
CITATION CLOSES UK SALE
ADD ONE
Health Systems Limited was formed by a group of executives with
significant healthcare information systems experience in the UK.
CITATION provides comprehensive client/server information systems for
clinical, financial/administrative areas, and a community-wide registration
system. CITATION has 600 systems in more than 450 healthcare facilities
throughout the United States, Canada, the United Kingdom, Ireland, Asia-Pacific
and other countries. CITATION has its headquarters in St. Louis, Missouri
CITATION -- THE BEST INFORMATION SYSTEMS VALUE IN HEALTHCARE
