EXHIBIT 99
FOR IMMEDIATE RELEASE COMPANY CONTACT:
R. BRUCE DEWEY
CEO AND PRESIDENT
(770) 644-6700
Simione Central Holdings, Inc. Announces an Update to its Nasdaq Listing Status.
Atlanta, GA (June 14, 2000) Simione Central Holdings, Inc. (NASDAQ:SCHI)
announced today that it has been transferred by Nasdaq effective as of June 7,
2000 from the Nasdaq National Market to the Nasdaq SmallCap Market.
Simione also announced that in order to address Nasdaq concerns regarding
the voting rights of Simione Central's Series B Preferred Stock held by Mestek,
Inc., Simione Central has amended the Series B Preferred Stock to reduce
Mestek's voting rights. In exchange for such reduction of Mestek's voting
rights, Simione Central has issued a warrant to Mestek to purchase 490,396
shares of Simione Central Common Stock at an exercise price of $3.21 per share.
As previously announced, in the first quarter of 2000, the Nasdaq staff
determined that Simione Central should be delisted from Nasdaq due to the MCS
merger and Simione Central's inability after the merger to satisfy the initial
listing criteria. Simione Central appealed this decision, and Nasdaq held a
hearing on this appeal on March 3, 2000. The Nasdaq Hearings Panel issued a
written decision on June 2, 2000 regarding Simione Central's listing. As stated
above, the Panel removed Simione Central from the Nasdaq National Market and
transferred it to the Nasdaq SmallCap Market. The continued listing on the
SmallCap Market was conditioned upon Simione Central's submission of a standard
SmallCap listing application package and Nasdaq's receipt on or before June 13,
2000 of executed documents relating both to the warrant issued to Mestek
described above and the proposed investment by John E. Reed, a Simione Central
director and the chief executive officer of Mestek, of up to $7 million in
Simione Central, on terms previously announced, which conditions have been
satisfied. The continued Nasdaq listing is also conditioned on Simione Central's
ongoing compliance with the minimum bid price requirements of the Nasdaq
SmallCap Market. The Nasdaq staff has not raised objections to the terms of the
financing with Mr. Reed and the issuance of the warrant to Mestek, based on its
review of their summary of terms, but it has reserved the right of the Nasdaq
Review Council to review the decision of the Hearings Panel through July 17,
2000.
Simione Central provides information systems, process improvement solutions and
consulting services to over 2,500 customers. Simione Central provides
freestanding, hospital-based and multi-office home health care providers
(including certified, private duty, staffing, HME, IV therapy, and hospice)
complete information solutions that address all aspects of home care operations,
especially the improvement of clinical process, operational workflow and
financial management. With offices nationwide, the company is headquartered in
Atlanta, Georgia. With the recently completed merger with MestaMed (MCS),
Simione Central is the most experienced HME management information systems
vendor in the alternate site marketplace.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS RELATED TO THE
MCS/SIMIONE MERGER THAT WAS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (SEC) ON FORM S-4, TOGETHER WITH ANY AMENDMENTS TO IT, AS IT CONTAINS
IMPORTANT INFORMATION. MATTERS DEALING WITH THE LISTING OF SIMIONE CENTRAL'S
STOCK AND THE PROPOSED REVERSE STOCK SPLIT ARE DISCUSSED AT PAGES 19 TO 20 AND
PAGES 181 TO 188 OF THE JOINT PROXY STATEMENT/PROSPECTUS. INVESTORS CAN OBTAIN
THIS AND ANY OTHER SIMIONE CENTRAL DOCUMENTS FILED WITH THE SEC WITHOUT CHARGE
AT THE INTERNET WEB SITE OF THE SEC (WWW.SEC.GOV). OTHER FILINGS MADE BY SIMIONE
ON FORMS 10-K, 10-Q AND 8-K MAY BE OBTAINED FOR FREE FROM THE SIMIONE CENTRAL
CORPORATE SECRETARY'S OFFICE AT (770) 644-6700.
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.
Simione Central's future financial performance could differ significantly from
that set forth herein, and from the expectations of management. Important
factors that could cause Simione Central'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, the possible unavailability of capital resources adequate for Simione
Central to fulfill its business objectives, customer concentration, product
acceptance, long sales cycles, long and varying delivery cycles, Simione
Central'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 Central'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.
