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
April 1, 1997
_________________________________
(Date of earliest event reported)
FOUNDATION HEALTH SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-12718 95-42288333
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
21660 Oxnard Street, Woodland Hills, California 91367
3400 Data Drive, Rancho Cordova, California 95670
225 North Main Street, Pueblo, Colorado 81003
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(Addresses of principal executive offices, including zip codes)
(818) 719-6978 (Woodland Hills)
(916) 631-5000 (Rancho Cordova)
(719) 542-0500 (Pueblo)
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(Registrant's telephone numbers, including area codes)
HEALTH SYSTEMS INTERNATIONAL, INC.
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On April 1, 1997, FH Acquisition Corp., a wholly-owned
subsidiary of the Registrant ("Merger Sub"), merged with and into
Foundation Health Corporation ("FHC") pursuant to an Agreement
and Plan of Merger (the "Plan of Merger") dated as of October 1,
1996, among the Registrant, Merger Sub and FHC. Upon the
effective time of the merger transaction, FHC became a wholly-
owned subsidiary of the Registrant. FHC is a managed health care
company which, through its subsidiaries, provides group,
individual, Medicare, Medicaid and CHAMPUS coverage for more than
three million individuals. In addition, FHC's subsidiaries offer
managed health care products related to workers' compensation,
behavioral health, dental, vision and prescription drugs, and
administrative services for medical groups and self-funded
benefit programs.
As a result of the merger the former stockholders of FHC
will receive 1.3 shares of Class A Common Stock of the Registrant
for every share of FHC Common Stock previously held.
Item 5. Other Events.
In connection with the merger described in Item 2, the
Registrant's stockholders voted to approve an amendment to the
Registrant's Amended and Restated Certificate of Incorporation to
(i) increase the number of authorized shares of common stock of
the Registrant to 380 million shares with 350 million shares
designated as Class A Common Stock and 30 million shares
designated as Class B Common Stock and (ii) change the name of
the Registrant to "Foundation Health Systems, Inc."
Item 7. Financial Statements and Exhibits.
As of this filing, it is impracticable for the Registrant to
provide the financial statements and pro forma financial
information for the acquired business required by Item 7 of Form
8-K. In accordance with the requirements of Item 7(a) and Item
7(b) of Form 8-K, the requisite financial statements and pro
forma financial information will be filed within 60 days of the
effective time of the merger as a part of a subsequent filing on
Form 8-K.
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.
Dated: April 3, 1997.
FOUNDATION HEALTH SYSTEMS, INC.
By /s/ B. Curtis Westen
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Name: B. Curtis Westen, Esq.
Title: Senior Vice President, General
Counsel and Secretary
