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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: March 4, 1999
Date of earliest event reported: February 21, 1999
OACIS HEALTHCARE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-28170 04-3229774
(Commission File No.) (IRS Employer Identification No.)
1101 FIFTH AVENUE, SUITE 200
SAN RAFAEL, CALIFORNIA 94901
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 482-4400
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ITEM 5. OTHER EVENTS.
Oacis Healthcare Holdings Corp. (the "Company") announced on February
22, 1999 that it has entered into an agreement and plan of merger (the "Merger
Agreement") with Science Applications International Corporation ("SAIC") as of
February 21, 1999 whereby SAIC, through a wholly-owned acquisition subsidiary,
will purchase up to all of the shares of common stock of the Company in a cash
tender offer. In separate agreements, certain stockholders of the Company have
agreed with SAIC to tender their shares of the Company common stock into the
tender offer and otherwise to support the transaction with SAIC. These
stockholders own approximately 47% of the outstanding Company common stock on a
fully diluted basis.
On February 26, 1999, SAIC commenced a tender offer for up to all of the
shares of Company common stock for $4.45 per share in cash. The offer is
conditioned on the tender of a majority of the outstanding shares of Company
common stock, the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of
legal or governmental proceedings that would prevent completion of the offer or
otherwise have a material adverse effect on the Company and certain other
conditions. Upon a successful completion of the tender offer, SAIC will
consummate a merger between its acquisition subsidiary and the Company in which
the remaining shares of Company common stock (other than dissenting shares) will
be acquired in exchange for a cash payment of $4.45 per share. If less than 90%
of the shares are tendered to SAIC, the merger will be subject to approval by
the Company's stockholders.
SAIC is the nation's largest employee-owned research and engineering
company, providing information technology and systems integration products and
services to government and commercial customers. SAIC scientists and engineers
work to solve complex technical problems in telecommunications, national
security, health care, transportation, energy and the environment. SAIC's Health
Care Technology Sector provides comprehensive information technology services to
a variety of integrated health care industry leaders.
Oacis Healthcare Holdings Corp. is a leading supplier of flexible, open
architecture clinical information systems. The Oacis Healthcare Network product
suite includes a data repository at its core, an integration engine that manages
the exchange of data among disparate systems, and an enterprise member/patient
index that consolidates and eliminates duplicate records across the entire
enterprise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. None.
b. None.
c. EXHIBITS
99.1 Press release dated February 22, 1999.
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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.
OACIS HEALTHCARE HOLDINGS CORP.
Dated: March 4, 1999 By: /s/ Stephen F. Ghiglieri
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Stephen F. Ghiglieri
Chief Financial Officer
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