-----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, NSivmc54PDb0cLsCl9cqEj6My9bqbgCCb0KgXtg+Ehj4Ew+dVR5NkbVdLcnA1Sie ABnkDVuv160j0vqjoVN6Aw== 0000947871-97-000009.txt : 19970124 0000947871-97-000009.hdr.sgml : 19970124 ACCESSION NUMBER: 0000947871-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970123 ITEM INFORMATION: Other events FILED AS OF DATE: 19970123 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17822 FILM NUMBER: 97509701 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 8-K 1 FORM 8-K FOR SYNETIC, INC. 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): January 23, 1997 SYNETIC, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-17822 22-2975182 - ---------------------------- ------------------------ ------------------ (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 669 River Drive, River Drive Center II, Elmwood Park, New Jersey 07407 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 703-3400 -------------- Item 2. Acquisition or Disposition of Assets. On January 23, 1997, Synetic, Inc. ("Synetic"), a Delaware corporation, acquired CareAgents, Inc. ("CareAgents"), a Delaware corporation, in a stock-for-stock transaction in which Synetic issued and delivered approximately 106,000 shares of its common stock for all the outstanding shares of CareAgents. A copy of Synetic's press release announcing the acquisition is filed as an exhibit hereto and incorporated by reference herein. Synetic anticipates that a significant portion of the purchase price will be allocated to purchased research and development costs which Synetic will be required to charge to expense under generally accepted accounting principles. While the amount of the charge is not currently determinable, Synetic does not expect the charge to exceed $3 million. The charge will be reflected in the quarter ending March 31, 1997. (c) Exhibits. Exhibit Number Description ------- ----------- 99.9 Press release of Synetic, dated January 23, 1997. 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. SYNETIC, INC. (Registrant) Date: January 23, 1997 By /s/ Victor L. Marrero ------------------------------ Name: Victor L. Marrero Title: Vice President - Finance EX-99 2 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Victor L. Marrero Vice President - Finance and Chief Financial Officer (201) 703-3405 Synetic Announces Acquisition of CareAgents, Inc. ------------------------------------------------- Elmwood Park, New Jersey, January 23, 1997 -- Synetic, Inc. (NASDAQ: SNTC) announced today that it has acquired CareAgents, Inc., a privately held developer of Internet-based clinical commerce applications. This acquisition is another step in Synetic's plan to develop a new area of business using Internet-based technology to create innovative healthcare services. This new business will create an interactive communication channel intended to benefit providers and payers of healthcare services by improving the quality of patient care, guiding appropriate utilization of healthcare services, reducing administrative costs, and enforcing benefit plan guidelines. CareAgents, Inc. was founded in 1996 to enable Internet-based healthcare commerce among physicians, suppliers and patients. CareAgents has assembled a team with expertise in large-scale commercial clinical applications, medicine and information technology led by David Margulies, M.D. "Adding the unique capabilities of the principals of CareAgents to our own internal development efforts and our recently acquired subsidiary, Avicenna Systems Corporation, gives Synetic an exceptional technology and resource platform for creating and deploying a new generation of interactive healthcare services," said Martin J. Wygod, Chairman of Synetic. Dr. Margulies is a nationally renowned industry leader in the field of commercial clinical application software and clinical process automation. From 1990 until early 1996, he was Executive Vice President, Chief Scientist and a Director of Cerner Corporation, a publicly-held company that supplies enterprise-level clinical applications. Prior to joining Cerner, Dr. Margulies was Vice President and Chief Information Officer at Boston's Children Hospital. Dr. Margulies will become Executive Vice President and Chief Scientist of Synetic and will join the Synetic Board of Directors. Dr. Margulies noted, "As part of Synetic, we see an opportunity to develop a uniquely effective set of applications which will allow us to create the most influential channel linking physicians to the payers, suppliers and consumers of healthcare." Other senior executives of CareAgents include David H. Carney, previously CEO of MegaSource, a provider of hospital-based pharmacy information systems, later sold to Cerner Corporation; Habib Khoury, previously COO at Bioran Medical Laboratory and CIO at 2 Harvard Community Health Plan; and Karen DeStefano, previously a senior executive within IBM's healthcare business. Synetic will acquire CareAgents in exchange for 106,029 shares of Synetic common stock which the principals of CareAgents have agreed to retain for a period of at least two years. In addition, each of the principals has entered into a long-term employment arrangement with Synetic. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----