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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
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Date of Report (Date of earliest event reported): June 2, 1999
CAREDATA.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27056 58-2256400
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Two Piedmont Center, Suite 400, 3565 Piedmont Road, N.E.
Atlanta, Georgia 30305
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (404) 364-6700
MEDIRISK, INC.
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 2, 1999, Medirisk, Inc. issued a press release announcing that it
has entered into a definitive agreement to acquire San Francisco-based Citizen 1
Software, Inc. as part of an accelerated initiative to expand its Internet-based
business activities. The press release also announced that Medirisk is changing
its name to Caredata.com, Inc. and that, effective June 21, 1999, the Company's
common stock will trade under the new symbol "CDCM" on the Nasdaq National
Market.
The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:
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Exhibit No. Description
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99.1 Press Release dated June 2, 1999.
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SIGNATURE
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.
CAREDATA.COM, INC.
By: /s/ Thomas C. Kuhn III
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Thomas C. Kuhn III
Senior Vice President and Chief
Financial Officer
Dated: June 2, 1999
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EXHIBIT 99.1
MEDIRISK TO ACQUIRE CITIZEN 1 SOFTWARE, INC.
CHANGES NAME TO CAREDATA.COM
-Announcement Signals Accelerated Expansion Into Internet Marketplace-
ATLANTA, (June 2, 1999) - Medirisk, Inc. (Nasdaq/NM:MDMD) today announced that
it has entered into a definitive agreement to acquire San Francisco-based
Citizen 1 Software, Inc. The acquisition reflects the Company's evolution into a
leader in the digital healthcare marketplace and serves as the catalyst for a
corporate name change to Caredata.com, Inc. The corporate name change from
Medirisk, Inc. to Caredata.com, Inc. is effective immediately. In addition,
effective the morning of June 21, 1999, the Company's common stock will switch
to trading under its new symbol "CDCM" on the Nasdaq National Market.
Citizen 1's suite of tools organizes the Internet's broad base of healthcare
content, allowing efficient access to the most relevant information and avoiding
the clutter and confusion created by the multitude of Web sites. Supported by an
editorial staff and sophisticated search technology, Citizen 1 offers its
advanced Web research capabilities via a free, consumer-based version at
www.citeline.com, while premium Internet and intranet versions are used by
healthcare industry researchers on a subscription basis. Premium versions of
CiteLine offer notification of content changes and dramatically improve research
productivity by allowing simultaneous searches of the "invisible" Web databases,
repositories of content which are typically reachable only through a particular
site's own search engine.
Caredata.com intends to integrate Citizen 1 Software with its current
Internet-based offerings in a move that the Company believes will significantly
enhance the value of the Company's healthcare content and information
applications. The result will enable the Company to deliver a broad array of
healthcare information-based products to a larger customer base through a
variety of channels, including the Internet, as well as more efficiently serve
its existing customers. Caredata.com believes that Citizen 1's Internet
technology and information organizational tools will provide future
opportunities for Caredata.com to create information portals in additional
markets.
"Acquiring Citizen 1 Software accelerates our initiative to bring more of our
products and services online," said Mark Kaiser, Chairman and Chief Executive
Officer of Caredata.com. "The expertise, technology and Internet relationships
Citizen 1 possesses will allow us to leverage existing product investments and
solidify our position as one of the largest healthcare-related Internet content
companies in terms of customers and a sound revenue base."
Mr. Kaiser noted that the addition of Citizen 1 provides a great opportunity to
bring together the eleven other acquisitions that the Company has completed over
the last three years into one brand, Caredata.com. "We believe that a single
brand will open doors to additional growth opportunities for Caredata.com. This
will facilitate greater penetration within existing and potential markets for
many of our products and services, and it will also showcase the depth and
breadth of our healthcare content when compared to competitors' offerings."
"Leveraging the distribution capabilities of the Internet to support our current
business model is a natural extension of our business strategy and maximizes the
value inherent in our information
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products," said Ken Goins, President and Chief Operating Officer of
Caredata.com. "For example, our commercial credentialing database containing
information on over 900,000 physicians and other healthcare professionals is
ideally suited for packaging for broad consumer access via the Internet."
"We recognize the growth opportunities available in the digital healthcare
industry," said Mr. Goins. "With the addition of Citizen 1, we can deliver
powerful, objective healthcare research and analysis tools to both corporations
and individual consumers through a variety of transaction models. Citizen 1 will
give Caredata.com the technology to leverage the Internet as a content source
and combine it with our proprietary intelligence. The result will be a
brandable, single-source offering that will produce and distribute healthcare
information to our clients via subscriptions, licensing and individual
transactions."
Caredata.com has agreed to purchase Citizen 1 for $5.0 million in cash and
approximately 770,000 shares of Caredata.com common stock. The respective Boards
of Directors of both companies have approved the acquisition, it has received
the necessary approvals of the shareholders of Citizen 1, and it is anticipated
to close within the next several business days. Caredata.com expects to record a
non-recurring charge for in-process research and development costs of
approximately $5.0 million during the second quarter. During the remainder of
1999 and early 2000, Caredata.com expects to record approximately $500,000 in
integration costs relating to the Citizen 1 transaction, the Company's third
acquisition in 1999.
In 1998, Citizen 1 Software recorded approximately $1.0 million in revenues and
an operating loss of approximately $2.3 million. Over the next several months,
Caredata.com plans to leverage its healthcare content and applications as well
as Citizen 1's proven revenue base to create a leading brand in the digital
healthcare marketplace. To establish Caredata.com as a leading brand, the
Company expects to increase its investment in Internet-related activities,
including marketing, advertising and the development of its Caredata.com Web
portal, by approximately $2.0 million in 1999 and 2000.
"We are excited to become part of Caredata.com's initiative to add value to
decision-making by expanding the public's access to actionable healthcare
information," said Zorba Lieberman, CEO of Citizen 1 Software and, upon
completion of the acquisition, a Senior Vice President of Caredata.com.
"Integrating our Web-based technology with Caredata.com's information will allow
us to deliver powerful and objective healthcare intelligence directly to users'
desktops anytime, anywhere."
CONFERENCE CALL
Caredata.com will conduct a conference call to discuss its acquisition of
Citizen 1 Software and its Internet branding initiative at 5:15 PM eastern on
June 2, 1999. Investors will have the opportunity to listen to the conference
call over the Internet through Vcall at http://www.vcall.com. To listen to the
live call, please go to the Web site at least fifteen minutes early to register,
download and install any necessary audio software. For those who cannot listen
to the live broadcast, a replay will be available shortly after the call.
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ABOUT CAREDATA.COM
Caredata.com is a leading provider of healthcare intelligence that drives
decision-making among businesses and consumers. Caredata.com's more than 1,000
commercial customers use its products and services to make objective comparisons
of the financial costs and clinical outcomes of physician services, analyze the
supply of and demand for healthcare services, assess member satisfaction with
specific managed care plans and verify the background and credentials of
physicians.
These capabilities assist healthcare industry participants in strategic
planning, effective contracting, improving the delivery of care and increasing
profitability. Caredata.com's headquarters are located in Atlanta, Georgia.
Caredata.com can be found on the Internet at www.caredata.com.
This press release, particularly the statements by Messrs. Kaiser, Goins and
Lieberman, and the anticipated costs to be recorded by Caredata.com, includes
forward-looking statements related to Caredata.com that involve risks and
uncertainties including, but not limited to, quarterly fluctuations in results,
the management of growth, plans for integrating acquired businesses, market
acceptance of certain products and other risks. These forward-looking statements
are made in reliance on the safe harbor provisions of the Private securities
Litigation Reform Act of 1995. For further information about these factors that
could affect Caredata.com's future results, please see the Company's filings
with the Securities and Exchange Commission. Prospective investors are cautioned
that forward-looking statements are not guarantees of future performance. Actual
results may differ materially from management expectations. Copies of these
filings are available upon request from Caredata.com's investor relations
department
