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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): June 14, 1997
ENVOY CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 0-25062 62-1575729
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
15 Century Boulevard, Suite 600, Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 885-3700
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
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On June 14, 1997, ENVOY Corporation ("ENVOY") entered into an agreement
(the "Stock Purchase Agreement") with Advent Investments, Inc., an indirect
wholly-owned subsidiary of Aetna U.S. Healthcare Inc. ("AUSHC"), to acquire all
of the outstanding capital stock of Healthcare Data Interchange Corporation
("HDIC") for approximately $36.4 million in cash. HDIC is the health care
provider electronic data interchange ("EDI") subsidiary of AUSHC and currently
manages all electronic claims, referrals, encounters and eligibility
verification processing between AUSHC and its participating network physicians,
dentists and hospitals. In connection with this acquisition, ENVOY and AUSHC
will enter into a long-term services agreement under which AUSHC has agreed to
use ENVOY as its single source clearinghouse and EDI network for all AUSHC
electronic health care transactions. A copy of the joint press release, dated
June 16, 1997, announcing the transaction is included as Exhibit 99.1 to this
report.
The closing under the Stock Purchase Agreement is subject to a number
of conditions, including expiration of the Hart-Scott-Rodino Antitrust
Improvement Act waiting period. The terms and conditions of the acquisition are
more fully described in the Stock Purchase Agreement, a copy of which is
included as Exhibit 2.1 to this report and is incorporated by reference herein
in its entirety.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits:
2.1 Stock Purchase Agreement, dated June 14, 1997, by and between
ENVOY Corporation and Advent Investments, Inc. (as directed
by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing, and
Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request).
99.1 Joint Press Release, dated June 16, 1997, issued by ENVOY
Corporation and Aetna U.S. Healthcare Inc.
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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.
ENVOY CORPORATION
Date: June 20, 1997 By: /s/ Kevin M. McNamara
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Kevin M. McNamara
Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
Sequential
No. Exhibit Page
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2.1 Stock Purchase Agreement, dated June 14, 1997, by and
between ENVOY Corporation and Advent Investments,
Inc. (as directed by Item 601(b)(2) of Regulation S-K,
certain schedules and exhibits to this exhibit are omitted
from this filing, and Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to
the Commission upon request).
99.1 Joint Press Release, dated June 16, 1997, issued by
ENVOY Corporation and Aetna U.S. Healthcare Inc.
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