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): November 17, 1999
HCIA INC.
(Exact name of registrant as specified in its charter)
MARYLAND 0-25378 52-1407998
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1300 EAST LOMBARD STREET
BALTIMORE, MARYLAND 21202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 895-7470
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On November 17, 1999, HCIA Inc. (the "Company") issued a Press Release
stating that on that date its stockholders approved the proposed merger of the
Company into a subsidiary of VS&A Communications Partners III, L.P. A copy of
the Press Release is filed as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 November 17, 1999 Press Release
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
HCIA INC.
Date: November 17, 1999 By /s/ Barry C. Offutt
-----------------------------------------
Barry C. Offutt
Senior Vice-President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description
- ------------ ------------
99.1 November 17, 1999 Press Release
EXHIBIT 99.1
HCIA ANNOUNCES STOCKHOLDER APPROVEL OF MERGER WITH SUBSIDIARY OF VS&A
COMMUNICATIONS PARTNERS III, L.P.
BALTIMORE, MD, NOVEMBER 17, 1999 -- HCIA Inc. (NASDAQ:HCIA) today announced that
its stockholders had, at a special meeting held today, approved the merger of
the company with a subsidiary of VS&A Communications Partners III, L.P. The
merger continues to be subject to other customary conditions, such as the
correctness of representations and warranties set forth in the merger agreement.
It is currently anticipated that the closing of the merger will take place on or
about November 23, 1999.
As previously announced, pursuant to the merger agreement between HCIA and VS&A
Communications Partners III, L.P., each share of HCIA common stock will be
converted into the right to receive $11.00 per share.
HCIA Inc. collects, manages, and distributes comparative health care
information. Its customers deliver, purchase, and manufacture health care
products and services. By combining industry leading databases, methodologies,
and analytic services, HCIA creates information assets that help customers
manage health care costs and improve patient care.
VS&A Communications Partners III, L.P. is a $1.0 billion private equity fund
affiliated with Veronis, Suhler & Associates Inc. VS&A Communications Partners
III, L.P. focuses exclusively on making equity investments in the information,
communications and media industries.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: THIS PRESS RELEASE, OTHER THAN HISTORICAL FINANCIAL INFORMATION, CONSISTS
OF FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND ITS MANAGEMENT.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
INDICATED BY SUCH FORWARD LOOKING STATEMENTS. AMONG THE IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH
FORWARD LOOKING STATEMENTS ARE (I) THAT THE INFORMATION IS OF A PRELIMINARY
NATURE AND MAY BE SUBJECT TO FURTHER ADJUSTMENT, (II) VARIATIONS IN QUARTERLY
RESULTS, (III) THE ASSIMILATION OF ACQUISITIONS, (IV) THE MANAGEMENT OF THE
COMPANY'S GROWTH AND EXPANSION, (V) DEPENDENCE ON KEY PERSONNEL, (VI)
DEVELOPMENT BY COMPETITORS OF NEW OR SUPERIOR PRODUCTS OR ENTRY INTO THE MARKET
OF NEW COMPETITORS, (VII) DEPENDENCE ON MAJOR CUSTOMERS, (VIII) DEPENDENCE ON
INTELLECTUAL PROPERTY RIGHTS, (IX) INTEGRITY AND RELIABILITY OF THE COMPANY'S
DATA, (X) VOLATILITY OF THE COMPANY'S STOCK PRICE, (XI) CHANGES IN THE HEALTH
CARE INDUSTRY FROM BOTH A REGULATORY AND FINANCIAL PERSPECTIVE, (XII)
IMPLEMENTATION OF REQUIRED CHANGES TO COMPUTER SYSTEMS AND SOFTWARE FOR THE YEAR
2000, AND (XIII) OTHER RISKS IDENTIFIED FROM TIME TO TIME IN THE COMPANY'S
REPORTS AND REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION
CONTAINED IN THIS PRESS RELEASE, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
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