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UNITED STATES
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): April 10, 2003
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Commission File Number 0-26816
IDX SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 0-26816 03-0222230
(State or Other Jurisdiction of (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
40 IDX Drive
South Burlington, VT 05403
(Address of principal executive offices)
Registrant's telephone number, including area code: (802-862-1022)
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Exhibit Index on Page 2
ITEM 5. OTHER EVENTS
On April 10, 2003, the Company announced that it has entered into a
definitive agreement whereby Total eMed, Inc. will acquire EDiX Corporation, a
wholly owned subsidiary of the Company, for $64 million in cash. The transaction
is expected to close in the second quarter and is subject to customary closing
conditions, including the expiration of the waiting period under the
Hart-Scott-Rodino Act. The full text of the Company's press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE
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99.1 IDX Press Release dated 4
April 10, 2003
99.2 IDX Press Release dated 7
April 10, 2003
ITEM 9. REGULATION FD DISCLOSURE.
This information furnished under this "Item 9. Regulation FD
Disclosure" is intended to be furnished under "Item 12. Disclosure of Results of
Operations and Financial Condition" in accordance with SEC Release No. 33-8216.
On April 10, 2003, the Company also announced updates to its 2003
revenue and earnings guidance resulting from the planned divestiture of its EDiX
subsidiary. The full text of the Company's press release is filed as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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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.
IDX SYSTEMS CORPORATION
(Registrant)
Date: April 14, 2003 By: /S/ JOHN A. KANE
______________________________________________
John A. Kane
Sr. Vice President, Finance and Administration
Chief Financial Officer and Treasurer
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EXHIBIT 99.1
IDX Systems Corporation Total eMed
40 IDX Drive 720 Cool Springs Blvd.
P.O. Box 1070 Suite 200
Burlington, VT 05402-1070 Franklin, Tenn. 37067
www.idx.com www.totalemed.com
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Contacts: IDX: Total eMed
Margo Happer Linda Lifsey
Director - Investor Relations and Manager - Corporate
Corporate Communications Communications
802-859-6169 615-261-1597
FOR IMMEDIATE RELEASE
IDX AGREES TO SELL EDIX TO TOTAL EMED
BURLINGTON, Vt. and FRANKLIN, Tenn. - April 10, 2003 - IDX Systems Corporation
(Nasdaq:IDXC) and Total eMed, a medical transcription company based in Franklin,
Tenn., have entered into a definitive agreement whereby Total eMed will acquire
EDiX Corporation, a wholly owned subsidiary of IDX, for $64 million in cash. The
transaction is expected to close in the second quarter and is subject to
customary closing conditions, including the expiration of the waiting period
under the Hart-Scott-Rodino Act.
"This acquisition is an ideal strategic opportunity for Total eMed," said Steven
E. Simpson, Total eMed president and chief executive officer. "It will allow the
combined companies to strengthen our core product and service offerings to the
medical transcription market and continue to provide outstanding customer
service. We are confident that, in partnership with EDiX's dedicated employees,
we can provide a smooth transition to EDiX's customers. As with our current
customers, we will strive to improve turnaround time and increase quality while
holding down costs."
"We are pleased to enter into this agreement with Total eMed, a company that
shares our core values of customer success and employee opportunity," said
Richard E. Tarrant, Chairman of IDX. "We believe Total eMed will be good for
EDiX, its customers and its employees. IDX will continue to focus on its
flagship offerings - Flowcast, Groupcast, Carecast and Imagecast - which we
believe present significant potential for both revenue and earnings growth."
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ABOUT TOTAL EMED
Total eMed is a leading provider of outsourced electronic medical transcription
and one of the first to utilize a completely web-based system connecting
physicians to experienced medical transcriptionists on a highly secure virtual
private network. Total eMed uses integrated voice, text and data to connect
physicians and medical transcriptionists. Founded in 1998, Total eMed is a
private company based in Franklin, Tenn.
ABOUT IDX
Founded in 1969, IDX Systems Corporation provides information technology
solutions to maximize value in the delivery of healthcare, improve the quality
of patient service, enhance medical outcomes, and reduce the costs of care. IDX
supports these objectives with a broad range of complementary and functionally
rich products installed at 3,600 customer sites. Customers include 138,000
physicians who utilize practice management systems to improve patient care and
other workflow processes. IDX Systems are installed at:
380 Integrated delivery networks (IDNs) representing more than 700
hospitals 175 large group practices with more than 200 physicians 665
mid-size group practices with less than 200 physicians
The IDX web strategy includes browser technology, e-commerce and web-based tools
- -- built using Internet architecture -- that facilitates access for patients,
physicians and care providers to vital health information and data managed by
the IDX clinical, administrative, financial, and managed care products. EDiX
Corporation, an IDX subsidiary, offers medical transcription and clinical
documentation services to physicians groups and hospital customers. IDX has
approximately 5,000 full-time employees.
ABOUT EDIX
EDiX is a leading provider of outsourced medical transcription. Dedicated to
delivering the highest level of customer service, quality, accuracy and faster
turnaround time - via a nationwide network of professional medical
transcriptionists - EDiX offers 365/24/7 customer care, proprietary real-time
monitoring system and advanced transcription technologies. EDiX partners with
customers to increase quality and decrease costs associated with medical
transcription and document management. The company delivers medical
transcription services to more than 100,000 physicians at more than 250 health
systems throughout the U.S. and Canada. EDiX is wholly owned subsidiary of IDX
Systems Corporation
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT IDX SYSTEMS
CORPORATION THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE
STATEMENTS RELATING TO THE PROBABILITY AND EXPECTED TIMING OF THE CLOSING OF THE
SALE OF EDIX. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS ARE
UNCERTAINTIES IN DIFFICULTIES IN DEVELOPING NEW SERVICES,
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INCLUDING THE IDX ECOMMERCE SERVICES GATEWAY SYSTEM, DIFFICULTIES IN
IMPLEMENTING SYSTEMS, POSSIBLE DEFERRAL, DELAY OR CANCELLATION BY CUSTOMERS OF
COMPUTER SYSTEM OR SERVICE PURCHASE DECISIONS, POSSIBLE DELAY OF SYSTEM
INSTALLATIONS AND SERVICE IMPLEMENTATIONS, DEVELOPMENT BY COMPETITORS OF NEW OR
SUPERIOR TECHNOLOGIES, CHANGING ECONOMIC, POLITICAL AND REGULATORY INFLUENCES ON
THE HEALTHCARE AND E-COMMERCE INDUSTRIES, POSSIBLE DISRUPTIONS IN THE NATIONAL
ECONOMY CAUSED BY TERRORIST ACTIVITIES AND FOREIGN CONFLICTS, CHANGES IN PRODUCT
PRICING POLICIES, GOVERNMENTAL REGULATION OF IDX'S SOFTWARE AND OPERATIONS, THE
POSSIBILITY OF PRODUCT-RELATED LIABILITIES, AND FACTORS DETAILED FROM TIME TO
TIME IN IDX'S PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WHICH IMPORTANT FACTORS ARE INCORPORATED
HEREIN BY REFERENCE. IDX UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED
EVENTS, OR CHANGES IN FUTURE OPERATING RESULTS, FINANCIAL CONDITION OR BUSINESS
OVER TIME
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EXHIBIT 99.2
IDX Systems Corporation
40 IDX Drive
P.O. Box 1070
Burlington, VT 05402-1070
www.idx.com
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Contact: Margo Happer
Director - Investor Relations and
Corporate Communications
802-859-6169
FOR IMMEDIATE RELEASE
IDX SYSTEMS CORPORATION
UPDATES 2003 REVENUE AND EARNINGS GUIDANCE
BURLINGTON, VT - April 10, 2003 - IDX Systems Corporation (NASDAQ:IDXC) today
provided revenue and earnings guidance resulting from the planned divestiture of
its EDiX subsidiary, announced separately today.
IDX had previously given 2003 revenue guidance of $530 million and earnings per
share guidance of $0.77. This guidance assumed EDiX revenue contribution of $124
- - $130 million and earnings per share contribution of $0.04. Accordingly, with
the EDiX divestiture and unchanged guidance in its core business, IDX 2003
guidance will be $400 - $406 million with earnings per share guidance of $0.73.
Guidance assumes no special items in 2003.
IDX also announced it is comfortable with first quarter 2003 earnings per share
guidance of $0.13. First quarter earnings will be announced prior to market open
on April 30, 2003.
Earlier today, IDX announced it has agreed to sell EDiX Corporation, a wholly
owned subsidiary of IDX to Total eMed, a privately held leader in medical
transcription services. The price for EDiX is $64 million in cash.
ABOUT IDX
Founded in 1969, IDX Systems Corporation provides information technology
solutions to maximize value in the delivery of healthcare, improve the quality
of patient service, enhance medical outcomes, and reduce the costs of care. IDX
supports these objectives with a broad range
Page 7 of 8
of complementary and functionally rich products installed at 3,600 customer
sites. Customers include 138,000 physicians who utilize practice management
systems to improve patient care and other workflow processes. IDX Systems are
installed at:
380 Integrated delivery networks (IDNs) representing more than 700
hospitals 175 large group practices with more than 200 physicians 665
mid-size group practices with less than 200 physicians
The IDX web strategy includes browser technology, e-commerce and web-based tools
- -- built using Internet architecture -- that facilitates access for patients,
physicians and care providers to vital health information and data managed by
the IDX clinical, administrative, financial, and managed care products. EDiX
Corporation, an IDX subsidiary, offers medical transcription and clinical
documentation services to physicians groups and hospital customers. IDX has
approximately 5,000 full-time employees.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT IDX SYSTEMS
CORPORATION THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING
STATEMENTS RELATING TO THE PROBABILITY AND EXPECTED TIMING OF THE CLOSING OF THE
SALE OF EDIX. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS ARE
UNCERTAINTIES IN DIFFICULTIES IN DEVELOPING NEW SERVICES, INCLUDING THE IDX
ECOMMERCE SERVICES GATEWAY SYSTEM, DIFFICULTIES IN IMPLEMENTING SYSTEMS,
POSSIBLE DEFERRAL, DELAY OR CANCELLATION BY CUSTOMERS OF COMPUTER SYSTEM OR
SERVICE PURCHASE DECISIONS, POSSIBLE DELAY OF SYSTEM INSTALLATIONS AND SERVICE
IMPLEMENTATIONS, DEVELOPMENT BY COMPETITORS OF NEW OR SUPERIOR TECHNOLOGIES,
CHANGING ECONOMIC, POLITICAL AND REGULATORY INFLUENCES ON THE HEALTHCARE AND
E-COMMERCE INDUSTRIES, POSSIBLE DISRUPTIONS IN THE NATIONAL ECONOMY CAUSED BY
TERRORIST ACTIVITIES AND FOREIGN CONFLICTS, CHANGES IN PRODUCT PRICING POLICIES,
GOVERNMENTAL REGULATION OF IDX'S SOFTWARE AND OPERATIONS, THE POSSIBILITY OF
PRODUCT-RELATED LIABILITIES, AND FACTORS DETAILED FROM TIME TO TIME IN IDX'S
PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WHICH IMPORTANT FACTORS ARE INCORPORATED HEREIN BY
REFERENCE. IDX UNDERTAKES NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS TO
REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS, OR CHANGES
IN FUTURE OPERATING RESULTS, FINANCIAL CONDITION OR BUSINESS OVER TIME
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