PROSPECTUS
168,229 Shares
HCIA INC.
Common Stock
The shares of common stock, par value $.01 per share (the "Common
Stock"), of HCIA Inc. ("HCIA" or the "Company") which may be offered hereby are
being sold by certain stockholders of the Company (the "Selling Stockholders")
who received such shares in connection with the Company's acquisition of LBA
Health Care Management, Inc. ("LBA"). See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of the shares of Common Stock
offered hereby. The Selling Stockholders received such shares of Common Stock in
a private placement transaction and the Company has agreed to file and maintain
a shelf registration statement relating to such shares in order to permit the
Selling Stockholders to resell such shares from time to time.
The Common Stock of the Company is traded on the Nasdaq National Market
("NASDAQ") under the symbol "HCIA." On November 29, 1996, the last reported
sales price for the Company's Common Stock on NASDAQ was $28 3/4 per share.
-------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR CERTAIN
INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The distribution of shares of Common Stock by the Selling Stockholders
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, on NASDAQ or on any exchange
on which the Common Stock may then be listed in negotiated transactions, through
the writing of options on shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders and/or purchasers of
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholders also may pledge shares as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts.
All expenses of the registration of the Common Stock covered by this
Prospectus will be borne by the Company pursuant to preexisting agreements,
except that the Company will not pay (i) any Selling Stockholder's underwriting
discounts or selling commissions, or (ii) fees and expenses of the Selling
Stockholder's counsel.
The date of this Prospectus is December 3, 1996.
<PAGE>
THE COMPANY
HCIA is a leading health care information content company that develops
and markets integrated clinical information systems and products. The Company's
systems and products range from standardized data bases to highly focused
Decision Support Systems that assist its customers in evaluating the efficacy
and economics of health care delivery. As of September 30, 1996, HCIA had more
than 325 customers for its Decision Support Systems including hospitals,
integrated delivery systems, self-insured employers, pharmaceutical companies
and managed care organizations. The Company sold its Syndicated Products to more
than 7,000 customers as of September 30, 1996.
By utilizing its core collection of proprietary data standardization
methodologies, value-added clinical measurement tools and data bases, including
the International Classification of Clinical Services SystemTM (the "ICCS
SystemTM"), the Company creates clinical information systems and products from
its many large and disparate data streams. The ICCS SystemTM allows for the
standardization and comparison of detailed clinical data across a broad range of
data sources. The Company's proprietary disease management methodologies link
the costs, quality, utilization and outcomes of medical services delivered to
patients in various clinical settings. These methodologies and technical
resources permit the Company to provide a level of clinical information that is
substantially more detailed and useful in modifying clinical practice patterns
than information derived from traditional health care data sources.
As a result of its unique ability to integrate health care data
collected from numerous sources and across varied treatment settings, the
Company believes that it is well positioned to offer the information systems and
products necessary to continue to increase average revenue per customer through
the sale of more sophisticated and comprehensive Decision Support Systems. The
Company continually seeks to enhance its systems and products through internal
product development efforts and acquisitions of other companies, product lines
and data resources, as well as through the creation of strategic relationships
with key health care industry participants. Since 1991 the Company has acquired,
as part of its overall growth strategy, a total of 15 health care information
companies, product lines and data resources. Most recently, the Company acquired
LBA, a provider of health care information products that combine data
collection, benchmarking and decision support tools that enable its customers to
achieve significant cost savings by (i) improving quality of outcomes, (ii)
reducing clinical resource consumption and (iii) optimizing labor utilization.
LBA's principal products include its value enhancement systems and Centers of
Excellence programs which utilize comparative data base analyses and a clinical
implementation management team to assist customers in reducing clinical resource
consumption and improving outcomes in specific practice areas, such as
orthopedics and cardiology.
The Company utilizes a highly specialized direct field sales force to
market Decision Support Systems. The Company's marketing and pricing strategies
are focused on the generation of recurring revenue from Decision Support Systems
through multi-year agreements (typically two to three years) and through the
renewal of its Syndicated Products, which are updated annually. During 1995,
approximately 69% of the Company's revenue was recurring in nature.
Unless the context otherwise requires, references in this Prospectus to
"HCIA" and the "Company" refer to HCIA Inc. and its predecessors and
subsidiaries. The Company's executive offices are located at 300 East Lombard
Street, Baltimore, Maryland 21202, and its telephone number is (410) 895-7470.
"HCIA" is a registered trademark of HCIA Inc. This Prospectus also
includes product names and other trademarks of HCIA and other companies.
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<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING FACTORS
SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS.
Acquisitions. The Company has, in part, expanded its systems and
products through the acquisition of health care information companies, product
lines and data resources. The Company intends to continue the acquisition of
methodological, analytical and technical resources that will further enhance and
expand the Company's systems and products.
Acquisitions involve numerous risks, including difficulties in the
assimilation of operations and products, the ability to manage geographically
remote units, the diversion of management's attention from other business
concerns, the risks of entering markets in which the Company has limited or no
direct expertise and the potential loss of key employees of the acquired
companies. In addition, acquisitions may involve the expenditure of significant
funds and the incurrence of significant charges associated with the amortization
of goodwill or other intangible assets, write-offs of acquired in-process
research and development costs and/or future write-downs of the recorded values
of assets acquired. There can be no assurance that any acquisition will result
in long-term benefits to the Company or that management will be able to manage
effectively the resulting business.
Management Of Growth. The Company is currently experiencing a period of
rapid growth and expansion which could place a significant strain on the
Company's personnel and resources. The Company's growth has resulted in an
increase in the level of responsibility for both existing and new management
personnel. Many of the Company's management personnel have had limited or no
experience in managing companies as large as the Company. The Company has sought
to manage its current and anticipated growth through the recruitment of
additional management and technical personnel and the implementation of internal
systems and controls. However, the failure to manage growth effectively could
materially and adversely affect the Company's operating results.
Dependence On Key Personnel. The Company depends to a significant
extent on key management, technical and marketing personnel. The Company's
growth and future success will depend in large part on its ability to attract,
motivate and retain highly qualified personnel, including management personnel
of acquired companies. Except for an agreement with George D. Pillari, its
Chairman of the Board, President and Chief Executive Officer, the Company does
not have employment agreements with any of its officers. The loss of key
personnel or the inability to hire or retain qualified personnel could have a
material adverse effect on the Company.
Variations In Quarterly Results. The Company has experienced and
expects to continue to experience variations in quarterly results. Recent
quarterly variations are primarily due to the effect of one-time charges related
to acquired in-process research and development costs and the timing of contract
executions. Quarterly results are also influenced by the timing of release of
certain systems and products as a result of the annual release of certain
external data sources. The Company's operating results for any particular
quarterly or annual period may not be indicative of results for future periods.
Dependence On Intellectual Property Rights. The Company has made
significant investments in the development and maintenance of its core
collection of proprietary data standardization methodologies, value-added
clinical measurement tools and technical resources that are used to transform
its many large and disparate data streams into clinically relevant information
products. The Company relies largely on its license agreements with customers
and its own security systems, confidentiality procedures and employee
nondisclosure agreements to maintain the trade secrecy of its proprietary
information. There can be no assurance that the legal protections and
precautions taken by the Company will be adequate to prevent misappropriation of
the Company's proprietary information. In addition, these protections do not
prevent independent third-party development of functionally equivalent or
superior systems, products or methodologies.
Competition. The health care information market is intensely
competitive and rapidly changing. The Company competes for the sale of systems
and products and the resulting access to data with different companies in each
of its target markets. Competitors vary in size and in the scope and breadth of
the products and services offered. Many of the Company's competitors have
significantly greater financial, technical, product development and marketing
resources than the Company. There can be no assurance that future competition,
or any significant loss of access to data resulting therefrom, will not have a
material adverse effect on the Company.
Major Customers. During 1994 and 1995, the Company's ten largest
customers accounted for approximately 29% and 36%, respectively, of the
Company's revenue. Many of the Company's contractual arrangements with its
customers are subject to annual renewal. The loss of one or more of the
Company's largest customers could have a material adverse effect on the Company.
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<PAGE>
Integrity And Reliability Of Data. The Company's success depends
significantly on the integrity of its data. Although the Company tests data for
completeness and consistency, it does not conduct independent audits of the
information provided by its customers. Moreover, while the Company believes that
the benchmarking and other clinical, cost and performance information contained
in its data base is representative of the operational aspects of various types
of health care industry participants, there can be no assurance that such
information is appropriate for comparative analysis in all cases or that the
data bases accurately reflect general or specific trends in the health care
market. If the information contained in the data were found, or were perceived,
to be inaccurate, or if such information were generally perceived to be
unreliable, the Company's business and operating results could be materially and
adversely affected.
Potential Cost Of Performance Guarantees. As part of its value
enhancement systems, LBA has guaranteed that each customer will achieve a cost
savings identified as at least equal to the fees the customer pays for the
system. To the extent such cost savings are not achieved, LBA may be subject to
claims related to such guarantees. Although LBA has never incurred a claim under
its guarantee, there can be no assurance that this will continue to be the case.
Liabilities related to such claims could have a material adverse effect on the
Company's business and operating results could be materially and adversely
affected.
Volatility Of Stock Price. The stock market historically has
experienced volatility which has affected the market price of securities of many
companies and which has sometimes been unrelated to the operating performance of
such companies. The trading price of the Common Stock may be subject to
significant fluctuations in response to variations in quarterly results of
operations, announcements of acquisitions, new systems or products by the
Company or its competitors, governmental regulatory action, other developments
or disputes with respect to proprietary rights, general trends in the industry
and overall market conditions, and other factors.
Changes In The Health Care Industry. The health care industry is
subject to changing political, economic and regulatory influences that may
affect the procurement practices and operation of health care industry
participants. During the past several years, the U.S. health care industry has
been subject to an increase in governmental regulation of, among other things,
reimbursement rates and certain capital expenditures. Various programs have been
proposed to reform the U.S. health care system. Many of these programs contain
proposals to increase governmental involvement in health care, lower
reimbursement rates and otherwise change the operating environment for the
Company's customers. Health care industry participants may react to these
proposals and the uncertainty surrounding such proposals by curtailing or
deferring investments, including those for the Company's systems and products.
The Company cannot predict what impact, if any, such factors might have on its
business, financial condition and results of operations. In addition, many
health care providers are consolidating to create larger health care delivery
enterprises with greater regional market power. As a result, the remaining
enterprises could have greater bargaining power, which may lead to price erosion
of the Company's systems and products.
Government Regulation. The U.S. Food and Drug Administration (the
"FDA") has promulgated a draft policy addressing the regulation of certain
computer products as medical devices under the Federal Food, Drug, and Cosmetic
Act. The FDA could determine in the future that certain applications of the
Company's systems and products are clinical decision tools subject to FDA
regulation as medical devices. In addition, the Company could become subject to
future regulation of the manufacture and marketing of medical devices and health
care software systems, or to legislation or regulation regarding the use of
patient records or of access to health care data. Compliance with such
legislation and regulation could be burdensome, time consuming and expensive.
The Company cannot predict the effect of possible future legislation and
regulation.
---------------------------
Certain statements contained herein regarding matters that are not historical
facts are forward-looking statements (as such term is defined in the Securities
Act of 1933, as amended (the "Securities Act")); and because such statements
involve risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to, those
discussed above.
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<PAGE>
PRICE RANGE OF COMMON STOCK
Since the initial offering of the Company's Common Stock at $14.00 per
share on February 22, 1995, the Common Stock has been traded on NASDAQ under the
symbol "HCIA". Prior to such date, there was no public market for the Common
Stock.
The following table sets forth for the quarterly periods indicated the
high and low closing sales price per share of Common Stock as reported by
NASDAQ:
HIGH LOW
1995
1st Quarter (from February 22, 1995)........... $25 $17 5/8
2nd Quarter.................................... 31 5/8 21
3rd Quarter.................................... 31 1/4 24 1/2
4th Quarter.................................... 46 3/4 22 3/4
1996
1st Quarter.................................... 55 3/4 41 7/8
2nd Quarter.................................... 67 7/8 45 5/8
3rd Quarter.................................... 67 3/8 48 1/2
4th Quarter (through November 29, 1996)........ 36 1/2 22 3/4
On November 29, 1996, there were 76 holders of record of the Company's
Common Stock. The number of record holders is not representative of the number
of beneficial holders since many shares are held by depositories, brokers
or other nominees. On November 29, 1996, the last reported sale price of the
Company's Common Stock on NASDAQ was $28 3/4 per share.
DIVIDEND POLICY
The Company has never paid any cash dividends on the Common Stock and
does not anticipate paying any cash dividends on the Common Stock in the
foreseeable future. The Company currently intends to retain any future earnings
to fund the development and growth of its business.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
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<PAGE>
SELLING STOCKHOLDERS
On August 9, 1996, the Company issued 492,961 shares of common stock to
certain stockholders of HealthVISION, Inc., the former parent company of LBA.
The shares were issued as part of the acquisition price for LBA, under the terms
of a Registration Rights Agreement. The Company agreed to file a registration
statement under the Securities Act to cover the sale of such shares, and to keep
the registration statement effective until the earlier of the date that all such
shares have been sold or for two years from the date of this Prospectus.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Stockholders
as of November 29, 1996, and as adjusted to reflect the assumed sale of all of
the shares offered hereby by the Selling Stockholders.
<TABLE>
<CAPTION>
Shares
Shares Beneficially Beneficially
Owned Prior To Owned After
The Offering The Offering
---------------------- Shares ------------------------
Number Percent Offered Number Percent
<S> <C>
Warburg, Pincus Investors, L.P. (1)......... 22,092 *% 22,092 -- --%
United HealthCare Services, Inc. (2)........ 9,404 * 9,404 -- --
HLM Partners V, L.P. (3).................... 2,346 * 2,346 -- --
HLM Partners VII, L.P.(3)................... 9,387 * 9,387 -- --
Lawrence J. Byrne (4)....................... 116,518 1.0 90,000 26,518 *
Kevin J. Hicks (4).......................... 116,518 1.0 35,000 81,518 *
</TABLE>
- -------------------
* Less than 1%.
(1) The sole general partner of Warburg, Pincus Investors, L.P. ("WP
Investors") is Warburg, Pincus & Co., a New York general partnership
("WP"). E.M. Warburg, Pincus & Company, a New York general partnership,
manages WP Investors. WP has a 20% interest in the profits of WP
Investors and, through its wholly owned subsidiary, E.M. Warburg,
Pincus & Co., Inc. owns 1.13% of the limited partnership interests in
WP Investors. The address of WP Investors is 466 Lexington Avenue, New
York, New York 10017.
(2) The address of United HealthCare Services, Inc. is 9900 Bren Road,
East, Minnetonka, Minnesota 55343.
(3) The address of HLM Partners is 222 Berkeley Street, Suite 2150,
Boston, MA 02116.
(4) Each of Messrs. Byrne and Hicks has been a Senior Vice President of
the Company since August 12, 1996. The address of Messrs. Byrne and
Hicks is c/o the Company, 300 East Lombard Street, Baltimore, Maryland
21202.
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<PAGE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by a Selling Stockholder
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, or on NASDAQ (or any
exchange on which the Common Stock may then be listed) in negotiated
transactions, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. A Selling Stockholder
may effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from a Selling Stockholder and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). A Selling Stockholder also may pledge
shares as collateral for margin accounts and such shares may be resold pursuant
to the terms of such accounts.
In order to comply with certain state securities laws, if applicable,
the Common Stock will not be sold in any particular state unless such securities
have been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
The Company will not receive any of the proceeds from the sale of
shares of Common Stock by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
upon for the Company and the Selling Stockholders by Whiteford, Taylor & Preston
L.L.P., Baltimore, Maryland.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994 and 1995, and for each of the years in the three-year period ended December
31, 1995 incorporated by reference in this Prospectus and the Registration
Statement by reference to the Company's Annual Report on Form 10-K, as amended,
and the financial statements of William M. Mercer, Incorporated National Health
Analysis Unit as of December 31, 1994 and September 30, 1995 and for the years
ended December 31, 1993 and 1994 and the nine months ended September 30, 1995
incorporated in this Prospectus by reference to the Company's Current Report on
Form 8-K dated July 19, 1996, as amended, have been included herein and
incorporated by reference in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein or
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The report by KPMG Peat Marwick LLP covering the consolidated
financial statements of the Company noted above refers to the adoption of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."
The combined balance sheet of LBA Health Care Management, Inc. and
Healthcare Data Source, Inc. (collectively, the "Predecessor Business") as of
December 31, 1994 and the combined statements of operations and retained
earnings and cash flows for the Predecessor Business for each of the years ended
December 31, 1993 and 1994 and for the period from January 1, 1995 through
September 27, 1995, the balance sheet of LBA Health Care Management, Inc. as of
December 31, 1995 and the statements of operations and retained earnings and
cash flows of LBA Health Care Management, Inc. for the period from September 28,
1995 through December 31, 1995 and the consolidated balance sheet of
HealthVISION, Inc. as of December 31, 1994 and 1995 and the consolidated
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1995 and for the period February 2, 1994 (inception) through
December 31, 1994 incorporated in this Prospectus and Registration Statement by
reference to the Company's Current Report on Form 8-K dated July 19, 1996, as
amended, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon incorporated in this Prospectus and Registration
Statement by reference to the Company's Current Report on Form 8-K dated July
19, 1996, as amended, and are included in reliance upon such reports given on
the authority of such firm as experts in accounting and auditing.
The financial statements of Datis Corporation as of May 31, 1993 and
1994 and for the year ended May 31, 1994 and the two months ended May 31, 1993
incorporated in this Prospectus by reference to the Form 8-K of HCIA Inc. dated
July 19, 1996, as amended, have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
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<PAGE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). The reports and other information
filed by the Company with the Commission in accordance with the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may also be obtained from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
at prescribed rates. Such reports, proxy statements and other information
concerning the Company can be inspected at the offices of NASDAQ at 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect to
the Common Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement, omits certain of the information contained in the
Registration Statement and the exhibits and schedules thereto on file with the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission thereunder. The Registration Statement, including exhibits and
schedules thereto, may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies may be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily complete
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1995,
as amended by the Form 10-K/A filed on April 30, 1996.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
(3) Current Report on Form 8-K dated July 19, 1996, as amended by
the Form 8-K/As filed August 13, 1996 and October 21, 1996.
(4) The description of the Common Stock contained in the Company's
Registration Statement under the Exchange Act on Form 8-A filed on
January 13, 1995.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offering shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the
filing date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Subject to the foregoing, all information appearing in this Prospectus is
qualified in its entirety by the information appearing in the documents
incorporated herein by reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON WRITTEN OR
ORAL REQUEST, AT NO CHARGE, FROM THE COMPANY. REQUESTS SHOULD BE DIRECTED
TO THE COMPANY, 300 EAST LOMBARD STREET, BALTIMORE, MARYLAND 21202, ATTENTION:
BARRY C. OFFUTT, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
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<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus. If given or made, such information
or representations must not be relied upon as having been authorized by the
Company or the Selling Stockholders. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy the Common Stock in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that here has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof.
TABLE OF CONTENTS
Page
The Company...................................................................2
Risk Factors..................................................................3
Price Range of Common Stock...................................................5
Dividend Policy...............................................................5
Use of Proceeds...............................................................5
Selling Stockholders..........................................................6
Plan of Distribution..........................................................7
Legal Matters.................................................................7
Experts.......................................................................7
Additional Information........................................................8
Incorporation of Certain Information by Reference.............................8
168,229 Shares
HCIA INC
Common Stock
December 3, 1996
