-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T++IBMqjNkRJghWCjA9AW69Cy3JZpZF0BSrq3vLVB3V5vsgoGm3JNG4Se9lkMRXK 5yLe3xRUnmY0gvSPH+MRhg== 0001001185-97-000002.txt : 19970404 0001001185-97-000002.hdr.sgml : 19970404 ACCESSION NUMBER: 0001001185-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970325 ITEM INFORMATION: Other events FILED AS OF DATE: 19970403 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDX SYSTEMS CORP CENTRAL INDEX KEY: 0001001185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 030222230 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26816 FILM NUMBER: 97574247 BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 8-K 1 UNITED STATES 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 3, 1997 (Date of Report) March 25, 1997 (Date of earliest event reported) ______________________________ Commission File Number 0-26816 IDX SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Vermont 03-0222230 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 Shelburne Road South Burlington, VT 05403 (Address of principal executive offices) Registrant's telephone number, including area code: (802-862-1022) Exhibit Index on Page 2 of 6 ITEM 5: OTHER EVENTS On March 25, 1997, the Company entered into an Agreement and Plan of Merger ("Agreement") with PHAMIS, Inc. ("PHAMIS"), a provider of acute care clinical and hospital-based information solutions. The merger, which has been approved by the Board of Directors of each company, is subject to regulatory and shareholder approval. The Agreement provides for the stockholders of PHAMIS to receive .73 shares of the Company's Common Stock for each share of PHAMIS Common Stock, subject to adjustment within a range of .68 to .80 shares of IDX Common Stock, based on an average market price per share of IDX. Approximately 6.1 million shares of Common Stock of PHAMIS are outstanding and subject to the exchange. Management expects that the merger, if consummated, will be accounted for under the pooling of interests method. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. DESCRIPTION PAGE 99 IDX News Release dated 4 March 25, 1997 Page 2 of 6 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. IDX SYSTEMS CORPORATION (Registrant) Date: April 3, 1997 /s/ JOHN A. KANE __________________________________ John A. Kane Vice President, Finance and Administration Chief Financial Officer, and Treasurer Page 3 of 6 EX-99 2 EXHIBIT 99 IDX News Release IDX Systems Corporation 1400 Shelburne Road P.O. Box 1070 Burlington, VT 05402-1070 Contacts: IDX Systems Corporation Noonan/Russo Communications, Inc. Debbie Drewniak, Investor Relations Heather Hennessy (Media) ext. 274 Tracey Moran, Public Relation Jessica Livingston (Investors) ext. 229 (802) 862-1022 (212) 696-4455 E-mail: news@noonanrusso.com FOR IMMEDIATE RELEASE ________________________________________________________________________ IDX SYSTEMS CORPORATION SIGNS DEFINITIVE AGREEMENT OF MERGER WITH PHAMIS INC. -Extends Product Offering to Acute Care Clinical Setting- BURLINGTON, VT, - March 25, 1997 - IDX Systems Corporation (Nasdaq:IDXC) announced today that it has entered into a definitive agreement of merger with PHAMIS Inc.(Nasdaq:PHAM), a leading provider of acute care clinical and hospital-based information solutions. The merger, which is subject to regulatory and shareholder approval, will be accounted for as a pooling of interests and is scheduled to close in the third quarter of 1997. Under the terms of the agreement, which have been unanimously approved by both Boards of Directors, PHAMIS Inc. stockholders will receive .73 shares of IDX common stock for each share of PHAMIS Inc. common stock, subject to adjustment within a range of .68 to .80 shares of IDX common stock, based on the average market price per share of IDX. The impact of the transaction is expected to be slightly accretive in 1997. IDX believes the combined company, with proforma 1996 annual revenues of approximately $207 million, will be the third largest, pure play information systems vendor in the healthcare industry. This merger is strategically important as it is expected to position IDX to deliver a complete information systems solution to healthcare delivery systems. IDX believes the combined * more - Page 4 of 6 IDX/PHAMIS Inc.-page 2 solution will enhance its competitive position, with a full product line including both ambulatory and hospital products. Richard E. Tarrant, president and chief executive officer of IDX, said, "This merger will provide a distinctive software solution for the healthcare market. The PHAMIS Inc. LASTWORD(tm) system provides the depth of function required to manage the complex acute care setting with special emphasis on the clinical process. IDX provides a robust set of applications to support integrated delivery networks with a special emphasis on ambulatory care. With this merger, IDX will be well positioned to deliver proven funtionality across the continuum of care." "The LASTWORD(tm) team will continue to deliver reliable, high performance clinical systems and hospital-centric solutions," commented Frank T. Sample, chief executive officer of PHAMIS Inc. "The merger will allow IDX to leverage its existing customer base, opening up a new distribution channel for the PHAMIS Inc. products. We applaud IDX's commitment to using industry-leading technology to build, integrate and Internet-enable their products." Mr. Sample will become executive vice president of IDX and, once the new structure is in place, will be in charge of merger and acquisition activity. Henry Tufo,M.D., will remain chief operating officer of IDX. In addition, PHAMIS Inc. will have two seats on IDX's Board of Directors. PHAMIS Inc., with headquarters in Seattle, has customers which include large to mid-size healthcare organizations. Among PHAMIS Inc.'s current customer base are numerous multi-facility delivery networks as well as large single facility hospitals and medical centers. PHAMIS Inc.'s products include: LASTWORD(tm), an enterprise-wide, patient-centered healthcare information system; Databreeze(tm), a physician network management information system; and Enterprise-View(r), a high-level decision support and clinical research tool. Founded in 1969, IDX is a leading provider of healthcare information systems to integrated delivery networks, including group practices, MSOs, hospitals and health plans. IDX systems meet the multi-site, multi-function needs of integrated delivery networks and have been selected by 76,000 physicians. IDX products are installed at more than 1,000 client sites nationwide, including approximately 190 large physician group practices, over 100 hospitals and a growing number of integrated delivery networks. ### Alex. Brown & Sons Inc. and Bear, Stearns & Co. Inc. served as advisors to IDX and PHAMIS Inc., respectively. Page 5 of 6 IDX/PHAMIS Inc.-page 3 This press release includes a number of forward-looking statements which reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties including those discussed below that could cause actual results to differ materially from historical results or those anticipated. Words such as "believes," "anticipates," "expects," "intends," and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this release are necessarily subject to uncertainties based on various factors including whether closing conditions to the acquisition of PHAMIS Inc. will be satisfied and the acquisition consummated, the ability to successfully manage the integration of the two companies, the success or lack or success in implementing the various operational and financial processes of the Company and PHAMIS Inc. in the merger, the volume and timing of systems sales and installations, the length of sales cycles and the installation process, seasonal patterns of sales and customer buying behavior, possible contract and implementation postponements, undetected errors or bugs in software, changes in product mix of revenues, changes in the level of operating expenses, delays in revenue contributions from additional product offerings, uncertainty of business development, the development by competitors of new or superior technologies, the possible regulation of the Company's software by the U.S. Food and Drug Administration, general political economic conditions, and the risk factors detailed from time to time in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission. All of the above factors are difficult for the Company to forecast, and can materially adversely affect the Company's business and operating results for one quarter or a series of quarters. There can be no assurance that past performance will be repeated in future periods. EDITOR'S NOTE: This press release is also available on the Internet over the World Wide Web at http://www.idx.com and http://www.noonanrusso.com Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----