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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): OCTOBER 28, 1998
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TRANSITION SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-28182 04-2887598
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
ONE BOSTON PLACE, BOSTON, MASSACHUSETTS 02108
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 723-4222
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 28, 1998, Transition Systems, Inc. (the "Company") entered
into an Agreement and Plan of Reorganization by and among HealthVISION, Inc.
("HealthVISION"), certain stockholders and holders of options and warrants to
purchase capital stock of HealthVISION, the Company and HV Acquisition Corp., a
wholly owned subsidiary of the Company (the "HealthVISION Merger Agreement"),
pursuant to which the Company agreed to complete its acquisition of
HealthVISION, subject to the terms and conditions set forth therein. A copy of
the HealthVISION Merger Agreement is filed as Exhibit 2.1 to this Current
Report and is incorporated herein by reference.
On October 29, 1998, the Company entered into an Agreement and Plan of
Merger by and among Eclipsys Corporation ("Eclipsys"), Exercise Acquisition
Corp., a wholly owned subsidiary of Eclipsys, and the Company (the "Eclipsys
Merger Agreement"), pursuant to which the Company agreed to be acquired by
Eclipsys, subject to the terms and conditions set forth therein. A copy of the
Eclipsys Merger Agreement is filed as Exhibit 2.2 to this Current Report and is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization dated as of October 28,
1998, by and among HealthVISION, Inc. ("HealthVISION"),
Warburg Pincus Investors, L.P., United Healthcare Services,
Inc., HLM Partners V, L.P., HLM Partners VII, L.P., the
stockholders and holders of options and warrants to purchase
capital stock of HealthVISION named therein, the Company and
HV Acquisition Corp.
2.2 Agreement and Plan of Merger dated as of October 29, 1998, by
and among Eclipsys Corporation, Exercise Acquisition Corp. and
the Company.
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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.
TRANSITION SYSTEMS, INC.
Date: November 9, 1998 By: /s/ Paula J. Malzone
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Paula J. Malzone
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Number Description Numbered Copy
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2.1 Agreement and Plan of Reorganization dated as
of October 28, 1998, by and among
HealthVISION, Inc. ("HealthVISION"), Warburg
Pincus Investors, L.P., United Healthcare
Services, Inc., HLM Partners V, L.P., HLM
Partners VII, L.P., the stockholders and
holders of options and warrants to purchase
capital stock of HealthVISION named therein,
the Company and HV Acquisition Corp.
2.2 Agreement and Plan of Merger dated as of
October 29, 1998, by and among Eclipsys
Corporation, Exercise Acquisition Corp. and
the Company.