8-K 1 d8k.htm FORM 8-K 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

 

Date of Report (Date of earliest event reported): September 29, 2005

 


 

IDX SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 


 

Vermont   0-26816   03-0222230

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

40 IDX Drive, South Burlington, VT   05403
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 802-862-1022

 

 

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01. Other Events

 

On September 29, 2005, the Registrant and General Electric Company (“Buyer”) issued a joint press release announcing the execution of an Agreement and Plan of Merger by and among the Registrant, Buyer and Igloo Acquisition Corporation, a wholly owned subsidiary of Buyer, a copy of which is attached hereto as Exhibit 99.1.

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

The Company plans to file with the SEC and mail to its shareholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about the Company, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available.

 

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

 

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from the Company by contacting Investor Relations, IDX Systems Corporation, 40 IDX Drive, P.O. Box 1070, South Burlington, Vermont 05403, telephone: (802) 862-1022.

 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and its proxy statement dated April 21, 2005, both of which are filed with the SEC. As of September 28, 2005, the Company’s directors and executive officers beneficially owned approximately 7,422,447 shares, or 22.5%, of the Company’s common stock. A more complete description will be available in the Proxy Statement.

 

A more complete description of these arrangements will be available in the Proxy Statement when it is filed with the SEC.

 

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

 

Statements in this Current Report on Form 8-K regarding the proposed merger transaction, the expected completion of the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and other statements about expectations, beliefs, goals and plans constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should be considered to be forward- looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the ability to consummate the proposed transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the closing of the proposed transaction, the ability to recognize the benefits of the transaction, intense competition in the Company’s industry, changes in government regulation, failure to manage the integration of the Company and Buyer, and other risks that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and its quarterly report on Form 10-Q for the quarter ended June 30, 2005. In addition, any forward-looking statements represent the Company’s estimates only as of today and should not be relied upon as representing the Company’s estimates as of any subsequent date. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this release, except as required by law.


Item 9.01. Financial Statements and Exhibits

 

  (c) Exhibits

 

See Exhibit Index attached hereto.


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.

 

    IDX SYSTEMS CORPORATION

Date: September 29, 2005

  By:  

/s/ John A. Kane


       

John A. Kane

Senior Vice President, Finance and

Administration, Chief Financial

Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

 

Description


99.1   Press Release, dated September 29, 2005
99.2   Employee communication, dated September 29, 2005