SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 2, 1999
MC INFORMATICS, INC.
(Exact name of registrant as specified in its charter)
California 0-21819 94-3165144
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
8840 Warner Ave.
Fountain Valley, CA 92708
(Address of principal executive offices) (Zip Code)
[Registrant's telephone number, including area code: (714) 375-4510
Item 2. Acquisition or Disposition of Assets.
On March 2, 1999, HealthDesk Corporation (the "Registrant"),
consummated the sale to Patient Infosystems, Inc. ("PATI") of substantially all
of Registrant's assets, including all of the Registrant's intellectual property
rights and inventories, certain office equipment and packaged software, and
assumed certain liabilities pursuant to an Asset Purchase Agreement. In
exchange, PATI delivered to the Registrant (i) $500,000 representing payment for
the Registrant's online operations as well as substantially all of its
intellectual property rights and inventories, (ii) $115,040 representing payment
for certain office equipment, and (iii) $11,238 representing payment for certain
packaged software programs.
On March 2, 1999, the Registrant acquired all of the stock (the
"Acquisition") of MC Informatics, Inc. ("MCIF") pursuant to an Agreement and
Plan of Reorganization, dated as of August 18,1998, (the "Plan of
Reorganization"), by and among the Registrant, MC Acquisition Corporation, a
wholly-owned subsidiary of the Registrant, MCIF and certain shareholders of
MCIF. In connection with the Acquisition, the Registrant changed its name from
HealthDesk Corporation to MC Informatics, Inc.
As consideration for the Acquisition, the Registrant issued
5,645,230 shares of its common stock for all of the outstanding stock of MCIF.
The transaction will be accounted for utilizing the purchase method of
accounting. In addition, in connection with the Acquisition, the Registrant
converted all of the outstanding Series B preferred stock into 2,525,000 shares
of common stock.
As a result of the foregoing transactions, the Registrant is now a
healthcare consulting firm that provides a wide range of information technology
consulting and strategic and operations management consulting services to a
broad cross-section of healthcare industry participants and healthcare
information vendors. The Registrant uses its in-depth institutional knowledge
and nationally deployed group of experienced consultants to help clients plan
and execute business strategies.
John Pappajohn, a director of the Registrant since 1993 and a holder of
approximately 27.7% of the Registrant's outstanding stock, is the sole owner of
Equity Dynamics, the firm that assisted the Registrant's management in
conducting the search for possible acquirers of the registrant's assets. Mr.
Pappajohn is also a member of the Board of Directors of PATI and holds, in the
aggregate, approximately 19% of PATI's outstanding stock. Mr. Pappajohn joined
PATI's Board of Directors in 1995. Mr. Joseph R. Dunham, a director of the
Registrant, is a senior Vice President of Equity Dynamics.
Edgewater Private Equity Fund L.P., the holder of approximately 25.0%
of the Registrant's outstanding stock, is also the holder of approximately 12%
of PATI's stock.
The descriptions of the Asset Purchase Agreement described herein
are qualified in its entirety by reference to the copy of the Asset Purchase
Agreement which was filed as an exhibit to a report on Form 8-K filed on October
6, 1998, and which are incorporated herein by reference.
The descriptions of the Plan of Reorganization described herein
are qualified in their entirety by reference to the Plan of Reorganization which
was filed as an exhibit to a report on Form 8-K filed on October 6, 1998 and
which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
A. Financial Statements of the Business Acquired
It is impractical to provide the required financial information at this
time. The required financial information for the business acquired will be filed
under cover of Form 8-K/A within 60 days of the date this Form 8-K was required
to be filed.
B. Pro Forma Financial Information.
1
It is impracticable to provide the required pro forma financial
information at this time. The required pro forma financial information will be
filed under cover of Form 8-K/A within 60 days of the date this Form 8-K was
required to be filed.
C. Exhibits
Exhibit 2.1 - Agreement and Plan of Reorganization by and among
HealthDesk Corporation, MC Acquisition Corporation, MC Informatics, Inc. and
certain shareholders of MC Informatics, Inc., dated August 18, 1998, is
incorporated herein by reference to the Form 8-K filed on October 6, 1998.
Exhibit 2.2 - Amendment to Agreement and Plan of Reorganization dated
February 10, 1999.
Exhibit 2.3 - Asset Purchase Agreement by and among Patient Infosystems
Acquisition Corp., Patient Infosystems, Inc. and HealthDesk Corp. is hereby
incorporated herein, by reference to the Form 8-K filed on October 6, 1998.
Exhibit 2.4 - Amendment to Asset Purchase Agreement dated December 1,
1998.
Exhibit 2.5 - Second Amendment to Asset Purchase Agreement February 1,
1999.
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.
MC Informatics, Inc.
March 16, 1999 By: /s/ Jeffrey L. Pollard
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Jeffrey L. Pollard,
Chief Financial Officer
2
AMENDMENT TO AGREEMENT
AND PLAN OF REORGANIZATION
This AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") is entered into this ___ day of February, 1999, by and among
HealthDesk Corporation, a California corporation ("HealthDesk"), MC Acquisition
Corporation, a California corporation and wholly-owned subsidiary of HealthDesk
("Sub"), MC Informatics, Inc., a California Corporation ("MCI") and the
shareholders of MCI specified on the execution page hereof (the "Principal
Shareholders").
RECITALS
A. On August 18, 1998, the parties entered into a written agreement
(the "Agreement and Plan of Reorganization") pursuant to which Sub shall be
merged with and into MCI, with MCI the surviving corporation (the "Merger").
B. Section 12.2 of the Agreement and Plan of Reorganization provides
that HealthDesk or MCI may terminate said agreement if the Merger is not
concluded by December 31, 1998.
C. Even though the parties have diligently attempted to consummate the
Merger within the time contemplated by the Agreement and Plan of Reorganization,
they were unable to do so. However, neither HealthDesk nor MCI wishes to
terminate said agreement and each of the parties intends and desires to promptly
consummate the Merger pursuant to the provisions of the Agreement and Plan of
Reorganization.
D. The parties therefore wish to modify the Agreement and Plan of
Reorganization to extend the period of time in which the Merger may be
consummated.
NOW, THEREFORE, in reliance on the foregoing recitals and in and for
the consideration and mutual covenants set forth herein, the parties agree as
follows:
1. Reference to Agreement and Modification
The parties refer to the Agreement and Plan of Reorganization described
in the foregoing Recitals and, in particular, the provisions of Section 12.2
thereof. The parties hereby agree that the Agreement and Plan of Reorganization
at Section 12.2 is modified to read as follows:
"12.2 Failure to Fulfill Conditions. Either HealthDesk or MCI
may terminate this Agreement if the Merger has not been consummated by
March 31, 1999 (provided that the right to terminate this Agreement
under this Section 12.2 shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the
cause of or resulted in the failure of the Merger to occur on or before
such date). Any termination of this Agreement under this Section 12.2
shall be effective by the delivery of notice of the terminating party
to the other parties hereto."
Page 1
2. Confirmation of Agreement
In all other respects the Agreement and Plan of Reorganization is
confirmed in its entirety.
3. Counterparts
This agreement may be executed in any number of counterparts, each of
which shall be an original as against any party whose signature appears thereon
and all of which together shall constitute one and the same instrument. This
agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as signatories.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
HEALTHDESK CORPORATION MC INFORMATICS, INC.
By: By:
--------------------------- ----------------------------
Title: Title:
--------------------------- ----------------------------
MC ACQUISITION CORPORATION PRINCIPAL SHAREHOLDERS:
By:
--------------------------- -------------------------------
Bill Childs
Title:
--------------------------- -------------------------------
Garfield Thompson
Page2
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT, effective as of December 1,
1998, by and among PATIENT INFOSYSTEMS ACQUISITION CORP., a Delaware corporation
("Buyer"); PATIENT INFOSYSTEMS, INC., a Delaware corporation ("Parent"); and
HEALTHDESK CORPORATION, a California corporation ("Seller").
RECITALS:
WHEREAS, the parties are parties to an Asset Purchase Agreement, dated
as of September 29, 1998 (the "Agreement"; capitalized terms used herein and not
otherwise defined have the meanings set forth in the Agreement), pursuant to
which Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from
Seller, substantially all of the assets and properties used in the Business;
WHEREAS, the parties desire to amend the Agreement to extend the
closing date and termination dates, all as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. Article 3 of the Agreement is amended to change the reference to
"November 30, 1998" in the last sentence to "January 31, 1999."
2. Section 16.2 of the Agreement is amended to change each reference to
"November 30, 1998" therein to "January 31, 1999."
3. Except as specifically amended by and/or inconsistent with this
Amendment, all of the terms and conditions of the Agreement shall remain
unchanged and in full force and effect and are hereby ratified, adopted and
confirmed in all respects. All references to the Agreement in any document or
instrument shall hereafter be deemed to refer to the Agreement as amended by
this Amendment.
4. This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement and shall become effective when one or
more counterparts have been executed by each of the parties and delivered to the
others.
5. This Amendment shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date and year set forth above.
PATIENT INFOSYSTEMS
ACQUISITION CORP.
By: ___________________________
Name:
Title:
PATIENT INFOSYSTEMS, INC.
By: __________________________
Name:
Title:
HEALTHDESK CORPORATION
By: __________________________
Name:
Title:
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT, effective as of
February 1, 1999, by and among PATIENT INFOSYSTEMS ACQUISITION CORP., a Delaware
corporation ("Buyer"); PATIENT INFOSYSTEMS, INC., a Delaware corporation
("Parent"); and HEALTHDESK CORPORATION, a California corporation ("Seller").
RECITALS:
WHEREAS, the parties are parties to an Asset Purchase Agreement, dated
as of September 29, 1998, as amended by First Amendment to Asset Purchase
Agreement, effective as of December 1, 1998 (the Asset Purchase Agreement, as so
amended, the "Agreement"; capitalized terms used herein and not otherwise
defined have the meanings set forth in the Agreement), pursuant to which Seller
has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller,
substantially all of the assets and properties used in the Business;
WHEREAS, the parties desire to further amend the Agreement to extend
the closing date and termination dates, all as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. Article 3 of the Agreement is amended to change the reference to
"January 31, 1999" in the last sentence to "March 15, 1999."
2. Section 16.2 of the Agreement is amended to change each reference to
"January 31, 1999" therein to "March 15, 1999."
3. Except as specifically amended by and/or inconsistent with this
Second Amendment, all of the terms and conditions of the Agreement shall remain
unchanged and in full force and effect and are hereby ratified, adopted and
confirmed in all respects. All references to the Agreement in any document or
instrument shall hereafter be deemed to refer to the Agreement as amended by
this Second Amendment.
4. This Second Amendment may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement and shall become effective when one or
more counterparts have been executed by each of the parties and delivered to the
others.
5. This Second Amendment shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date and year set forth above.
PATIENT INFOSYSTEMS
ACQUISITION CORP.
By: ___________________________
Name:
Title:
PATIENT INFOSYSTEMS, INC.
By: __________________________
Name:
Title:
HEALTHDESK CORPORATION
By: __________________________
Name:
Title: