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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): JUNE 18, 1998
CITATION COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20284 43-1174397
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
424 S. WOODS MILL ROAD, SUITE 200, ST. LOUIS, MISSOURI 63017
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (314) 579-7900
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Form 8-K Page 1
CITATION Computer Systems, Inc. 101811
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ITEM 5. OTHER EVENTS
On June 18, 1998, Registrant issued a Press Release, a copy of which is
included herein as Exhibit 99(a), announcing the sale of its financial systems
business and customer base to Sterling Systems of Downey, Idaho. The terms of
the sale were not disclosed.
On June 24, 1998, Registrant issued a Press Release, a copy of which is
included herein as Exhibit 99(b), announcing that Registrant is in discussions
with MEDASYS Digital Systems regarding a possible business combination. MEDASYS,
a French company with offices in Miami, Florida, and Chicago, Illinois, is a
leading provider of medical imaging systems in Europe.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITATION COMPUTER SYSTEMS, INC.
By /s/ Richard D. Neece
---------------------------
Richard D. Neece, President
Date: June 29, 1998
Form 8-K Page 2
CITATION Computer Systems, Inc. 101811
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EXHIBIT 99(a)
[CITATION NEWSRELEASE LETTERHEAD]
FOR MORE INFORMATION CONTACT:
Rick Neece, CITATION 314/579-7900
Ned Maniscalco for CITATION 314/982-1700
Julie Buck, Sterling Systems 208/897/5699
FOR IMMEDIATE RELEASE
CITATION COMPUTER SYSTEMS, INC. SELLS ITS
FINANCIAL SYSTEMS BUSINESS TO STERLING SYSTEMS
ST. LOUIS, JUNE 18, 1998 -- CITATION Computer Systems, Inc. (NASDAQ:
CITA) today announced that it has sold its financial systems business and
customer base to Sterling Systems of Downey, Idaho. Terms of the sale were not
disclosed.
Sales of its financial systems generated about $1 million in annual
revenue for CITATION. The employees of CITATION who worked in financial systems
will follow those products to Sterling Systems.
On January 20, CITATION announced that it had received an unsolicited
expression of interest in the Company. CITATION also said it had engaged an
investment banker to evaluate this expression of interest and to explore other
strategic alternatives to enhance shareholder value. The sale of CITATION's
financial systems business is the result of that strategic review. CITATION
said the process is continuing and that it expects to make additional
announcements related to the strategic review in the near future.
J. Robert Copper, chairman and chief executive of CITATION, said, "As a
result of reviewing our strategic options, we decided to focus on our core
clinical business. We feel fortunate to have found a good fit for our financial
systems products, employees and customers in Sterling Systems."
Julie Buck, president of Sterling Systems, said, "We are excited about the
opportunity represented by CITATION's financial systems business. We see a
promising future serving this new customer base, which will about double the
size of our company."
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CITATION COMPUTER SYSTEMS - PAGE 2
CITATION Computer Systems, Inc. is a provider of client/server clinical
and managed care systems for the healthcare enterprise. CITATION's clinical and
managed care systems are found in approximately 370 healthcare facilities
throughout the United States, Canada, the United Kingdom, Ireland,
Asia-Pacific, and other countries.
Sterling Systems is a privately held provider of financial management
software products based in Downey, Idaho.
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CITATION -- THE BEST INFORMATION SYSTEMS VALUE IN HEALTHCARE
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EXHIBIT 99(b)
[CITATION NEWSRELEASE LETTERHEAD]
FOR MORE INFORMATION CONTACT:
Rick Neece, CITATION 314/579-7900
Ned Maniscalco for CITATION 314/982-1700
FOR IMMEDIATE RELEASE
CITATION AND MEDASYS DIGITAL SYSTEMS
IN TALKS TO COMBINE THEIR BUSINESSES
ST. LOUIS, JUNE 24, 1998 -- CITATION Computer Systems, Inc. (NASDAQ: CITA)
and MEDASYS Digital Systems today announced they are in discussions about a
possible business combination. MEDASYS, a French company with U.S. offices in
Miami and Chicago, is a leading provider of medical imaging systems in Europe
and has about 400 customers in the United States. MEDASYS is listed on the
Second Market of the Paris Bourse.
J. Robert Copper, CITATION's chairman and chief executive officer, stated,
"CITATION sees these negotiations as an opportunity to combine with a leading
player in medical imaging and nuclear medicine systems. Together, CITATION and
MEDASYS will provide a world-class clinical information system centered around
an 'electronic medical record' concept. An agreement with MEDASYS will allow
both companies to grow in the world marketplace."
Jean-Marie Lucani, chairman and chief executive officer of MEDASYS, said,
"MEDASYS has leading positions in the Picture Archiving and Communication
System (PACS) and nuclear medicine environments. We look forward to enhancing
our position in the market by adding CITATION's Radiology Information System
(C-RIS) and its other clinical software to our product offerings, thus
presenting the opportunity to take a leading clinical integration position in
the world healthcare market."
- more -
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CITATION/MEDASYS 2
CITATION and MEDASYS are hopeful that their negotiations will result in an
agreement that can be completed by the end of the year. If the transaction is
approved, the combined company is expected to be listed on both the NASDAQ
exchange and the Paris Bourse.
CITATION Computer Systems, Inc. is a provider of client/server clinical
and managed care systems for the healthcare enterprise. CITATION's clinical and
managed care systems are found in approximately 370 healthcare facilities
throughout the United States, Canada, the United Kingdom, Ireland,
Asia-Pacific, and other countries.
Based in the U.S. and Europe, MEDASYS Digital Systems is a digital
imaging company engaged in the design and installation of advanced software
devoted to the medical industry enabling management, processing storage and
transmission of images from different clinical disciplines across multiple
sites and the promotion and integration of scientific computing systems for the
academic and hospital field.
THE PRECEDING DISCUSSIONS OF EXPECTED FUTURE RESULTS CONSTITUTE
FORWARD-LOOKING STATEMENTS. Actual results could differ from expected results
due to various factors, including whether final costs exceed estimates and
other factors discussed in company filings with the Securities and Exchange
Commission.
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CITATION -- THE BEST INFORMATION SYSTEMS VALUE IN HEALTHCARE
