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: November 21, 1997
MEDPLUS, INC.
(Exact name of registrant as specified in its charter)
Ohio 48-1094982
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8805 Governor's Hill Drive, Suite 100
Cincinnati, OH 45249
(Address of principal executive offices)
(513) 583-0500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events. On November 21, 1997, the registrant
issued the attached press release announcing that it had signed a
letter of intent with Becton Dickinson and Company pursuant to
which Becton Dickinson will acquire IntelliCode Intelligent Bar
Coding Systems, a division of MedPlus, Inc., for an initial
payment of $18 million and purchase $2 million worth of shares of
MedPlus common stock.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 Press release, dated November 21, 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 thereunto duly authorized.
MEDPLUS, INC.
Date: November 21, 1997 By: /s/ Daniel A. Silber
Daniel A. Silber
Chief Financial Office
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Philip S. Present, II
Chief Operating Officer
(513) 583-0500
MEDPLUS TO RECEIVE INITIAL PAYMENT OF $20 MILLION FROM BECTON
DICKINSON FOR ACQUISITION OF INTELLICODE(R) DIVISION AND INVESTMENT
IN COMMON STOCK
CINCINNATI. NOVEMBER 21, 1997 - MedPlus, Inc. (NASDAQ: MEDP)
today announced that it has signed a letter of intent pursuant to
which Becton Dickinson and Company will acquire IntelliCode
Intelligent Bar Coding Systems, a division of MedPlus, Inc., for
an initial payment of $18 million. The divestiture of IntelliCode
also provides MedPlus with a five-year royalty arrangement based
on future defined net revenues of that entity. Concurrent with the
acquisition of IntelliCode, Becton Dickinson will also purchase $2
million worth of shares of MedPlus common stock. The acquisition
of the IntelliCode division and the purchase of MedPlus common
stock, which are subject to the completion of due diligence,
regulatory approval, and approval of the boards of directors of
both companies, are anticipated to be completed no later than
January 31, 1998.
"We believe that MedPlus has a proven record of delivering world
class information technology products to the health care
industry," said Sam Riccitelli, vice president and general manager
for the Medication/Specimen Management division of Becton
Dickinson. "The acquisition of MedPlus' IntelliCode identification
technology systems will assist Becton Dickinson to continue to
ensure the safe and accurate collection, labeling, processing, and
tracking of blood and other samples to meet the rapidly changing
needs of the clinical laboratory. Our equity investment in
MedPlus is indicative of our confidence in both MedPlus' senior
management team and the future of the company."
"We are delighted to have one of the most prestigious companies in
the health care industry as a shareholder in our company," said
Richard A. Mahoney, president and chief executive officer of
MedPlus. "The funds received from Becton Dickinson will enable us
to maximize our efforts to become the pre-eminent company in the
electronic medical records market, which is expected to become a
$1 billion industry in the near-term. In addition, this funding
will be used to continue our development of our web access to
legacy systems capabilities, which we believe is one of the most
critical information technology needs in the health care industry
today. While IntelliCode has historically made a significant
contribution to our consolidated revenues, we believe the revenue
growth of our other product lines in 1998 will far exceed the
impact of this transaction."
Founded in 1991, MedPlus was the first company to introduce
intelligent bar coding technology to the health care industry.
Today, with more than 700 health care customers worldwide, MedPlus
maintains a market leadership position for bar coding in health
care. Becton Dickinson's acquisition will allow IntelliCode to
continue expansion of its core technologies to include
complementary applications and services for automated specimen and
medication management. It will also allow MedPlus to enhance its
focus on delivering data management solutions for health care
organizations. These include ChartMaxx Electronic Patient Record
System, OptiMaxx Document Archival and Retrieval Systems, and
services delivered by FutureCORE, a wholly-owned subsidiary of
MedPlus with expertise in health care process improvement,
consulting/implementation, automation and systems integration.
Becton Dickinson manufactures and sells a broad range of medical
supplies and devices and diagnostic systems for use by health care
professionals, medical research institutions and the general
public. For the fiscal year ended September 30, 1997, Becton
Dickinson had total revenues of $2.8 billion and net income of
$300 million. A world leading supplier of sample collection
products, the company was the first in the industry to make
evacuated blood collection devices to improve the quality and
safety of the pre-analytical diagnostic process.
MedPlus is a Cincinnati-based company that develops, sells and
supports hardware and software solutions to address the needs of
health care organizations. Offerings include electronic patient
record systems, document archival and retrieval systems,
intelligent bar coding systems, object oriented workflow and
document management systems and hospital, regional reference
laboratory and physician office productivity consulting.
MedPlus notes that many of the statements made herein are forward-
looking statements. As such, factors may occur which could cause
actual events to differ materially from those anticipated in these
statements. For example, no definitive agreement with respect to
the acquisition of IntelliCode by Becton Dickinson has been
executed by the parties and any closing of the transaction will,
as noted above, be subject to the completion of due diligence by
Becton Dickinson, regulatory approval and approval of the final
terms of any definitive agreement by the Boards of Directors of
both companies. Failure of the satisfactory completion of any of
these items may prevent the transaction from occurring at all.
In addition, if the transaction is completed, while MedPlus
believes the revenue growth of its product lines other than
IntelliCode in 1998 will more than offset the impact of this
transaction, there can be no assurance that such revenue growth
will occur. Factors beyond the control of MedPlus, such as market
conditions and/or increased competition, could impact such
anticipated revenue growth.
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