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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
NOVEMBER 18, 1996
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Date of Report (Date of earliest event reported)
ACCESS HEALTH, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-19758 68-0163589
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
11020 White Rock Road
Rancho Cordova, California 95670
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(Address of principal executive offices)
(916) 851-4000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On November 18, 1996, Access Acquisition Corp. ("Merger Sub"), a
Delaware corporation and a wholly-owned subsidiary of Access Health, Inc.
("Access Health" or the "Registrant"), merged (the "Merger") with and into
Informed Access Systems, Inc., a Delaware corporation ("Informed Access"),
following the approval of the Merger that morning at a special meeting of Access
Health's stockholders. At the effective time of the Merger ("Effective Time"),
Informed Access became a wholly-owned subsidiary of Access Health. Access
Health intends to combine the operations of the two corporations as soon as
practicable. Informed Access is a leading provider of health care coordination
products and services to the health care industry.
Terms of the Merger. The Merger occurred pursuant to an Agreement and
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Plan of Reorganization dated as of September 3, 1996 (the "Merger Agreement"),
by and among Access Health, Merger Sub and Informed Access. As a result of the
Merger, the maximum number of shares of Common Stock of Access Health ("Access
Health Common Stock") to be issued (including Access Health Common Stock to be
reserved for issuance upon exercise of any of Informed Access' options to be
assumed by Access Health) in exchange for the acquisition by Access Health of
all outstanding shares of Common Stock of Informed Access ("Informed Access
Common Stock") and Preferred Stock of Informed Access ("Informed Access
Preferred Stock") and all unexpired and unexercised options to acquire Informed
Access Common Stock or Informed Access Preferred Stock (collectively, "Informed
Access Capital Stock") is 5,375,000.
Conversion of Informed Access Capital Stock. Each share of Informed
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Access Common Stock and each share of Informed Access Preferred Stock issued and
outstanding immediately prior to the Effective Time was canceled and
extinguished and converted automatically into the right to receive 0.80685 of a
share of Access Health Common Stock, upon surrender of the certificate
representing such share of Informed Access Capital Stock in the manner provided
in a letter of transmittal that has been sent to each record holder of Informed
Access Capital Stock following the Effective Time, subject to the escrow
provisions of the Merger Agreement described below.
Stock Options. At the Effective Time, each unexpired and unexercised
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option to purchase shares of Informed Access Capital Stock (each an "Informed
Access Option") granted under the stock option plans and agreements of Informed
Access outstanding immediately prior to the Effective Time was, in connection
with the Merger, assumed by Access Health (each, an "Assumed Informed Access
Option"). Each Informed Access Option so assumed by Access Health will continue
to have, and be subject to, substantially the same terms and conditions set
forth in the documents governing such Informed Access Option immediately prior
to the Effective Time, except that (i) such Assumed Informed Access Option will
be exercisable for that number of whole shares of Access Health Common Stock
equal to the product of the number of shares of Informed Access Capital Stock
(on an as-converted to Common Stock basis) that were purchasable under such
Assumed Informed Access Option immediately prior to the Effective Time
multiplied by 0.80685, rounded down to the nearest whole number of shares of
Access Health Common Stock and (ii) the per share exercise price for the shares
of Access Health Common Stock issuable upon exercise of such Assumed Informed
Access Option will be equal to the quotient obtained by dividing the exercise
price per share of Informed Access Capital Stock (on an as-converted to
Common Stock basis) at which such Informed Access Option was exercisable
immediately prior to the Effective Time by 0.80685, rounded up to the nearest
whole cent.
Stock Ownership Following the Merger. In the Merger, an aggregate of
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4,713,817 shares of Access Health Common Stock was issued to Informed Access
stockholders, and Access Health assumed options exercisable for an additional
596,665 shares of Access Health Common Stock. Based upon the number of shares
of Access Health Common Stock issued and outstanding as of November 15, 1996,
and after giving effect to the issuance of Access Health Common Stock in
connection with the Merger (assuming all shares will be released from the Escrow
Fund (as defined below)), the former holders of Informed Access Capital Stock
hold approximately 27.2% of Access Health's total issued and outstanding shares
and holders of former Informed Access Options hold options to acquire Access
Health Common Stock exercisable for approximately 3.4% of Access Health's total
issued and outstanding shares (assuming the exercise of only such options).
Escrow Fund. In connection with the Merger, at the Effective Time,
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the Escrow Shares (as defined below) were registered in the name of and
deposited with California National Association Global Escrow D.S., as escrow
agent (the "Escrow Agent"), such deposit constituting the escrow fund (the
"Escrow Fund"). The "Escrow Shares" are the number of shares of Access Health
Common Stock equal to (a) the product of (i) 0.025 and (ii) 5,310,500 shares of
Access Health Common Stock issuable in connection with the Merger minus the
number of shares of Access Health Common Stock issuable for Informed Access
options outstanding immediately prior to the Effective Time and the number of
shares of Access Health Common Stock that would otherwise have been issuable for
shares of Informed Access Capital Stock for which dissenters rights have been
validly asserted, plus (b) 64,500. The Escrow Fund is available to compensate
Access Health for any losses incurred by Access Health directly or indirectly as
a result of any inaccuracy or breach of a representation or warranty of Informed
Access contained in the Merger Agreement or any failure by Informed Access to
perform or comply with any covenant contained therein. The Escrow Fund will
also be used to pay 64,500 shares of Access Health Common Stock to Informed
Access' financial advisors in payment of Informed Access' fees payable to its
financial advisors in connection with the Merger. Informed Access stockholders
will have voting rights with respect to the Escrow Shares while in escrow.
Subject to resolution of unsatisfied claims of Access Health, the Escrow Fund
will terminate upon the earlier of (i) six months following the closing date of
the Merger or (ii) the date of the independent auditors' report for the first
audit of Access Health's financial statements after the closing date of the
Merger.
Certain Federal Income Tax Considerations. The Merger is intended to
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qualify as a reorganization under Section 368 (a) of the Internal Revenue Code
of 1986, as amended, in which case no gain or loss should generally be
recognized by the holders of shares of Informed Access Capital Stock on the
exchange of their shares of Informed Access Capital Stock for shares of Access
Health Common Stock.
Accounting Treatment. The Merger qualifies as a pooling of interests
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for financial reporting purposes in accordance with generally accepted
accounting principles.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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a. Financial Statements of Business Acquired.
The financial statements of Informed Access Systems, Inc. are
unavailable as of the date of this filing. Such financial statements will be
filed on or before January 31, 1997.
b. Pro Forma Financial Information.
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before January 31, 1997.
c. Exhibits.
The following exhibits are filed in accordance with Item 601 of
Regulation S-K as part of this report:
2.1 Agreement and Plan of Reorganization dated as of September 3,
1996, entered into by and among Access Health, Inc., a Delaware
corporation, Informed Access Systems, Inc., a Delaware
corporation, and Access Acquisition Corp., a Delaware
corporation (incorporated by reference to Annex A to the
Prospectus contained in Access Health's Registration Statement
on Form S-4 (File No. 333-13930)).
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SIGNATURE
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.
ACCESS HEALTH, INC.
Dated: November 25, 1996 By: /s/ JULIE A. BROOKS
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Name: Julie A. Brooks
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Page
Exhibit Description Number
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2.1 Access Health, Inc. Agreement and Plan of Reorganization dated as of
September 3, 1996, entered into by and among Access Health, Inc., a
Delaware corporation, Informed Access Systems, Inc., a Delaware
corporation, and Access Acquisition Corp., a Delaware corporation
(incorporated by reference to Annex A to the Prospectus contained in
Access Health's Registration Statement on Form S-4 (File No. 333-
13930)).
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