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): September 9, 1999
SIMIONE CENTRAL HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-22162 22-3209241
(State or other juris- (Commission File Number) (IRS Employer Identifi-
diction of incorporation) cation No.)
6600 Powers Ferry Road
Atlanta, Georgia 30339
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number including area code (770) 644-6700
<PAGE>
ITEM 5. OTHER EVENTS.
On September 9, 1999, Simione Central Holdings, Inc. ("Simione Central"),
issued a press release ("Press Release") announcing that it has entered into an
amendment to the MCS, Inc. merger agreement dated May 26, 1999, whereby the
shares of MCS, a wholly-owned subsidiary of Mestek, Inc., shall be spun-off to
the shareholders of Mestek and MCS shall be merged with and into Simione
Central. Simione Central hereby incorporates by reference herein the information
set forth in its Press Release dated September 9, 1999, a copy of which is
annexed hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99 Press Release dated September 9, 1999
<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.
SIMIONE CENTRAL HOLDINGS, INC.
Date: September 10, 1999 By: /s/ George M. Hare
-----------------------------------------------
George M. Hare
Chief Financial Officer
(Principal Financial and Accounting Officer)
873867v4
NEWS RELEASE
FOR IMMEDIATE RELEASE Company Contacts:
Barrett C. O'Donnell
Chairman of the Board
(770)644-6700
R. Bruce Dewey
CEO and President
(770) 644-6700
Simione Central Holdings, Inc. Amends Merger Agreement with MCS, Inc. and
Mestek, Inc., Names New Management Team, Receives Commitment from Mestek,
Inc. for $6 Million of New Capital and Closes Loan Agreement.
Atlanta, GA (September 9, 1999) Simione Central Holdings, Inc.
(NASDAQ:SCHI) announced today that it has entered into an amendment to the MCS,
Inc. merger agreement dated May 26, 1999, whereby the shares of MCS (a
wholly-owned subsidiary of Mestek, Inc. (NYSE:MCC)) shall be spun-off to the
shareholders of Mestek and MCS shall be merged with and into Simione Central. In
connection with the signing of the amendment, Mestek loaned Simione Central $3
million on a short-term basis. Upon the closing of the merger, an additional $3
million will be contributed to Simione Central by Mestek and the short-term loan
will be canceled (resulting in a total of $6 million committed by Mestek to
Simione Central) in return for newly issued Series B Preferred Stock of Simione
Central with voting rights equivalent to 11.2 million shares of Simione Central
common stock and a warrant for 2 million shares of Simione Central common stock.
John E. Reed, Chairman and CEO of Mestek, stated, "for the last three
or four years Mestek has been searching for a way of maximizing the values
inherent in its proven software solutions for the home medical equipment and
home health agency services. This combination with Simione will not only result
in achieving efficiencies naturally gained through the combination of existing
significant customer bases but will provide the critical mass essential to
accelerated product development. The spin off of MCS shares to Mestek
stockholders will help assure continued focus on Simione's mission and goals."
Barrett C. O'Donnell, Chairman of Simione Central stated "this commitment from
our new partners at Mestek coupled with our new credit facility should enable us
to continue repositioning the Company and its products, including the
CareCentric Smart Clipboard product, for the changing needs of the industry".
The parties expect the amended merger agreement to close on or before January of
next year. The transaction is subject to customary regulatory and shareholder
approvals.
In connection with the amendment of the merger and infusion of cash,
Mestek has agreed to help in the operational management of Simione Central. As a
consequence, R. Bruce Dewey, currently Senior Vice President of Mestek, will
assume the role of day-to-day executive leadership of Simione Central as its
Chief Executive Officer within the "Office of the Chairman" of Simione Central.
The Office of the Chairman of Simione Central, pending the closing of the merger
transaction, shall be made up of Mr. Dewey, Barrett C. O'Donnell, as Chairman of
Simione Central, and David Ellis, Managing Director of EGL Holdings, Inc., a
large shareholder of Simione Central. Mr. Ellis will join the Board of Directors
of Simione Central after the closing of the Merger. Mr. Dewey will remain Senior
Vice President and Secretary of Mestek, allocating up to 75% of his time to
tasks at Simione Central and the balance to his work with Mestek concentrating
in its metalforming machinery segment. Simione Central's Board of Directors will
be expanded to twelve (12) members as a result of the merger, six (6) of which
will be designees of Mestek. Mr. Dewey stated, "I am delighted to be working
with Messrs. O'Donnell and Ellis and the other talented members of the Simione
Central organization to help create a business that will continue to provide
cost-effective information technology solutions to the alternate site health
care market". Mr. O'Donnell added that "the appointment of Bruce Dewey is
another critical step in the growth of the business. Bruce has years of
operating experience and has successfully completed several acquisition
integrations and has worked with a number of health care organizations".
In addition, Simione Central announced that it will use the proceeds of
the loan from Mestek to retire a $1.5 million dollar term loan assumed in the
merger with CareCentric Solutions, Inc., and that it has closed a $5 million
revolving loan and security agreement with a nationally recognized bank. Based
upon the terms and conditions of the revolving loan, approximately $1 million
can be drawn on the loan currently and Simione expects that the amount able to
be drawn on the loan will increase so that the full amount of the line will be
available for the needs of the Simione Central business after the merger has
been closed.
Simione Central provides information systems, consulting and agency
support services to hundreds of customers nationwide. Simione Central provides
freestanding, hospital-based and multi-office home health care providers
(including certified, private duty, staffing, HME, IV therapy and hospice) with
complete information solutions that address all aspects of home care operations.
With offices nationwide, the company is headquartered in Atlanta.
Mestek, Inc., listed on the New York Stock Exchange (MCC), is a
diversified manufacturer of heating, ventilating and air conditioning equipment,
metal hose and hose products, aluminum extrusions, metal-forming machinery and
vertically integrated software systems and services, headquartered in Westfield,
Massachusetts.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995. The
merger is subject to several conditions, including regulatory and shareholder
approval. No assurance can be given that the merger will be completed on a
timely basis, if at all. In addition, Simione's future financial performance
could differ significantly from that set forth herein, and from the expectations
of management. Important factors that could cause the Simione's financial
performance to differ materially from past results and from those expressed in
any forward looking statements include, without limitation, variability in
quarterly operating results, customer concentration, product acceptance, long
sales cycles, long and varying delivery cycles, Simione's dependence on business
partners, emerging technological standards, risks associated with acquisitions,
risks associated with the Year 2000 problem and risk factors detailed from time
to time in Simione's periodic reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
