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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 5, 2000
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SHARED MEDICAL SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-7416 23-1704148
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 Valley Stream Parkway
Malvern, PA 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 219-6300
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Reference is made to the Solicitation/Recommendation Statement on Schedule
14D-9 filed by Shared Medical Systems Corporation, a Delaware corporation
("SMS"), on May 10, 2000 (the "Schedule 14D-9"), concerning that certain
Agreement and Plan of Merger, dated April 30, 2000 (the "Merger Agreement"),
among SMS, Siemens Corporation, a Delaware corporation ("Parent"), and Autobahn
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
Parent ("Purchaser"). Parent and Purchaser are indirect subsidiaries of Siemens
Aktiengesellschaft, a German corporation ("Siemens"). Pursuant to the Merger
Agreement, on May 1, 2000, Purchaser commenced a tender offer to purchase (the
"Offer") all of the issued and outstanding shares of common stock, par value
$.01 per share, of SMS (the "Shares") for consideration of $73.00, net to the
seller in cash, per Share (the "Share Price"). The Offer was disclosed in the
Schedule TO filed by Parent and Purchaser with the Securities and Exchange
Commission on May 10, 2000 (the "Schedule TO"). The recommendation of the Board
of Directors of SMS with respect to the Offer was set forth in the Schedule 14D-
9.
Purchaser closed the Offer at midnight on Friday, June 30, 2000.
Immediately after the close of the Offer, the Purchaser owned 26,330,465 Shares,
which represented approximately 97.0% of the outstanding Shares and total voting
power of SMS on a fully diluted basis.
The Merger Agreement also provided for, among other things, that upon the
terms and subject to the conditions contained therein and in accordance with the
Delaware General Corporation Law (the "DGCL"), as promptly as practicable after
the purchase of the Shares pursuant to the Offer and the satisfaction or waiver
of the conditions contained therein, Purchaser would be merged with and into SMS
(the "Merger"), with SMS continuing as the surviving corporation in the Merger
as a wholly-owned subsidiary of Parent. On July 5, 2000, in accordance with the
Merger Agreement and pursuant to Section 253 of the DGCL, the Merger was
consummated, and each issued and outstanding Share not tendered in the Offer
(other than Shares held by SMS, Parent or any subsidiary of SMS or Parent, and
Shares held by shareholders who properly exercise their dissenters' rights
under the DGCL) was converted into the right to receive the Share Price without
interest thereon. Also on July 5, 2000 and in accordance with the Merger
Agreement, all of the outstanding stock options and shares of restricted stock
were converted as described in the Schedule 14D-9.
The total consideration paid by Purchaser in the Offer and the Merger was
approximately $2.1 billion, and such funds were made available to Purchaser from
Siemens' generally available cash funds.
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which has been filed as
Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
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2.1 Agreement and Plan of Merger, dated April 30, 2000, among
Siemens Corporation, Autobahn Acquisition Corporation, and
Shared Medical Systems Corporation (incorporated herein by
reference to Exhibit (d)(1) to the Schedule TO of Autobahn
Acquisition Corporation filed on May 10, 2000).
99.1 Press Release of Siemens Medical Engineering Group dated July
3, 2000 (incorporated herein by reference to Exhibit 99.1 to
Amendment No. 6 to Schedule TO of Autobahn Acquisition
Corporation filed on July 3, 2000).
99.2 Press Release of Siemens Medical Engineering Group dated
July 6, 2000.
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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 thereunto duly authorized.
SHARED MEDICAL SYSTEMS CORPORATION
Date: July 6, 2000 By: /s/ Terrence W. Kyle
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Terrence W. Kyle
Senior Vice President,
Chief Financial Officer and
Assistant Secretary
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Exhibit Index
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No. Description
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2.1 Agreement and Plan of Merger, dated April 30, 2000, among
Siemens Corporation, Autobahn Acquisition Corporation, and
Shared Medical Systems Corporation (incorporated herein by
reference to Exhibit (d)(1) to the Schedule TO of Autobahn
Acquisition Corporation filed on May 10, 2000).
99.1 Press Release of Siemens Medical Engineering Group dated July
3, 2000 (incorporated herein by reference to Exhibit 99.1 to
Amendment No. 6 to Schedule TO of Autobahn Acquisition
Corporation filed on July 3, 2000).
99.2 Press Release of Siemens Medical Engineering Group dated
July 6, 2000.
