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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): February 23, 1998
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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Pursuant to three separate Agreements and Plans of Merger dated
February 23, 1998 (the "Merger Agreements"), ENVOY Corporation intends to
acquire Professional Office Services, Inc., an Ohio corporation ("POS"), and its
affiliated company Automated Revenue Management, Inc., an Ohio corporation
("ARM"), and XpiData, Inc., an Arizona corporation ("XpiData"). As consideration
for the mergers, the shareholders of POS and ARM will receive an aggregate of
2,135,000 shares of ENVOY common stock, no par value per share (the "Common
Stock"), and the shareholders of XpiData will receive 1,365,000 shares of ENVOY
Common Stock. Closing of each of the mergers is subject to customary conditions,
including the receipt of regulatory approvals. The closings are expected to
occur in the first quarter of 1998.
The terms and conditions of the acquisitions are more fully described
in the Merger Agreements, copies of which are included as Exhibits 2.1, 2.2 and
2.3 and each of which is incorporated herein by reference. Also provided as
Exhibit 99.1 is a copy of a press release issued February 23, 1998.
Item 7. Exhibits
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(c)
2.1 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Corporation, Professional Office Services, Inc.
and Richard B. McIntyre (as directed by Item 601(b)(2) of
Regulation S-K, certain schedules and exhibits to this
document are omitted from this filing, and the Registrant
agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Commission upon request)
2.2 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Corporation, XpiData, Inc., Michael Marolf,
Sr., Michael Marolf, Jr., Jeffrey Marolf and Lisa Marolf
(as directed by Item 601(b)(2) of Regulation S-K, certain
schedules and exhibits to this document are omitted from this
filing, and the Registrant agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission
upon request)
2.3 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Subsidiary, Inc., Automated Revenue
Management, Inc., Patrick J. McIntyre, Terrence J.
McIntyre and Michael S. McIntyre (as directed by Item
601(b)(2) of Regulation S-K, certain schedules and exhibits
to this document are omitted from this filing, and the
Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request)
99.1 Press Release, dated February 23, 1998, issued by
ENVOY Corporation
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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: February 24, 1998 /s/ Kevin M. McNamara
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Kevin M. McNamara
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Corporation, Professional Office Services, Inc.
and Richard B. McIntyre (as directed by Item 601(b)(2) of
Regulation S-K, certain schedules and exhibits to this
document are omitted from this filing, and the Registrant
agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the Commission upon request)
2.2 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Corporation, XpiData, Inc., Michael Marolf,
Sr., Michael Marolf, Jr., Jeffrey Marolf and Lisa Marolf
(as directed by Item 601(b)(2) of Regulation S-K, certain
schedules and exhibits to this document are omitted from this
filing, and the Registrant agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission
upon request)
2.3 Agreement and Plan of Merger, dated as of February 23,
1998, by and among ENVOY Corporation, ENVOY
Acquisition Subsidiary, Inc., Automated Revenue
Management, Inc., Patrick J. McIntyre, Terrence J.
McIntyre and Michael S. McIntyre (as directed by Item
601(b)(2) of Regulation S-K, certain schedules and exhibits
to this document are omitted from this filing, and the
Registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request)
99.1 Press Release, dated February 23, 1998, issued by
ENVOY Corporation
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