-----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, G9HYextdLfC31IM4rEzG2rj3E1vecpmalmWY018Ceb83plqd66ZinLpOXoSHi5+E IvT7zjf84RkuOAJ1rP3sLg== 0001001185-98-000072.txt : 19980917 0001001185-98-000072.hdr.sgml : 19980917 ACCESSION NUMBER: 0001001185-98-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980911 ITEM INFORMATION: FILED AS OF DATE: 19980916 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: SEC FILE NUMBER: 000-26816 FILM NUMBER: 98710045 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 FORM 8-K 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 SEPTEMBER 16, 1998 (Date of Report) SEPTEMBER 11, 1998 (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 5 ITEM 5. OTHER EVENTS On September 11, 1998, the Company entered into an Agreement and Plan of Merger ("Agreement") with EDiX Corporation ("EDiX"), a provider of medical transcription services to hospitals and large physician group practices. The merger, which has been approved by the Board of Directors of each company, is subject to regulatory and EDiX shareholder approval. The Agreement provides for the shareholders and optionholders of EDiX to receive an aggregate of between approximately 415,000 and 498,000 shares of IDX common stock, based on the average closing sale price of IDX's common stock on the five consecutive trading days ending three business days prior to the closing, subject to the downward adjustment in the event of certain contingencies. Based on the closing price of the IDX common stock on September 10, 1998, the transaction is valued at approximately $20.0 million, plus the assumption of EDiX debt. In addition, IDX has agreed to loan EDiX up to $5.0 million, subject to certain conditions, to finance EDiX working capital requirements prior to the closing. 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 September 11, 1998
Page 2 of 5 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: September 16, 1998 /s/ John A. Kane __________________________________________ John A. Kane Vice President, Finance and Administration Chief Financial Officer, and Treasurer Page 3 of 5 EX-99 2 EXHIBIT 99 IDX NEWS RELEASE FOR IMMEDIATE RELEASE IDX SYSTEMS CORPORATION CONTACT: 1400 Shelburne Road Attn: Debbie Drewniak, Investor Relations P.O. Box 1070 Tracey Moran, Corporate Communications Burlington, VT 05402-1070 Phone: (802) 862-1022 - -------------------------------------------------------------------------------- IDX SYSTEMS CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EDIX BURLINGTON, VT, September 11, 1998 -- IDX Systems Corporation (Nasdaq: IDXC) today announced that it has signed a definitive agreement to acquire EDiX Corporation of San Diego, CA. EDiX provides complete medical transcription outsourcing services to hospital and large physician group practices. With this acquisition, IDX continues its strategy to add technology-based services to its solution offerings. The acquisition, which is subject to regulatory and EDiX shareholder approval and satisfaction of other closing conditions, will be accounted for as a pooling of interests and is scheduled to close in the first quarter of 1999. The terms of the agreement have been unanimously approved by both boards of directors and call for the shareholders and optionholders of EDiX to receive an aggregate of between approximately 415,000 and 498,000 shares of IDX common stock, based on the average closing sale price of IDX's common stock on the five consecutive trading days and ending three business days prior to the closing, subject to the downward adjustment in the event of certain contingencies. Based on the closing price of the IDX common stock on September 10, 1998, the transaction is valued at approximately $20.0 million, plus the assumption of EDiX debt. In addition, IDX has agreed to loan EDiX up to $5.0 million, subject to certain conditions, to fund EDiX operations prior to the closing. The transaction is expected to be slightly accretive to earnings in 1999. After the transaction is complete, it is anticipated that the EDiX organization will operate as EDiX, a division of IDX Systems Corporation. According to Richard E. Tarrant, IDX president and chief executive officer, "We believe transcription data will become a vital component of computer-based patient records, such as the IDXtendR LastWord(R) and Clinical Management System, and that combining transcription data with data from IDX information systems will place our customers in a better position to provide coordinated care. In addition, we believe the evolution of technology supporting the transcription process can provide an efficient method to capture logically structured clinical information for meeting healthcare regulatory requirements. We believe EDiX transcription services will be an excellent foundation for documenting care to support our customers' regulatory compliance strategies." Page 4 of 5 According to Gene Barduson, EDiX chief executive officer, "We believe there will be a growing demand for outsourced medical transcription services, and we expect continued healthcare economic pressures, growing regulatory compliance issues, shortages of regional transcription resources, and advances in web and voice recognition technology to contribute to the increase. Our technology solution for medical transcription will position IDX to offer another innovative solution to meet the increasingly complex demands in healthcare delivery. We believe the EDiX private national network, in combination with our workflow management technology, will bring IDX an industry edge in the physician services market." Founded in 1969, IDX Systems Corporation provides complete healthcare information solutions for integrated delivery networks , including group practices, MSOs, and hospitals. To connect systems and sites across the enterprise, IDX offers the IDXtendR @ the Site Series--products and services designed to align physicians and hospitals, streamline patient flow, enhance quality, and reduce costs. IDX is the company of choice at more than 1,600 customer sites nationwide. This press release contains forward-looking statements that involve a number of risks and uncertainties, including statements regarding the expected consummation of the transaction with EDiX and the future benefits IDX expects to derive as a result of the transaction. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the satisfaction of various closing conditions, including receipt of regulatory approval, volume and timing of systems sales and installations, length of sales cycles and installation process, seasonal patterns of sales and customer buying behaviors, procurement, development and implementation of year 2000 ready products for internal use, procurement, development and implementation of year 2000 ready solutions for customers, the potential disruption of customer's purchasing plans due to work on their own year 2000 problems, development by competitors of new or superior technologies, delays in product development, undetected errors or bugs in software, product liability, changing economic, political and regulatory influences on the healthcare industry, changes in product pricing policies, competitive pressures, possible regulation of the Company's software by the U.S. Food and Drug Administration, general 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, which important factors are incorporated herein by reference. THIS RELEASE IS ALSO AVAILABLE ON THE WORLD WIDE WEB AT WWW.IDX.COM ### Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----