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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 18, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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ACCESS HEALTH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-19758 68-0163589
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
11020 WHITE ROCK ROAD
RANCHO CORDOVA, CALIFORNIA 95670
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(916) 851-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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This Amendment No. 1 to the Current Report of Access Health Inc.
("Registrant" or "Access Health") on Form 8-K dated November 18, 1996 (the
"Report"), relates to the Registrant's completion of the acquisition of
Informed Access Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware ("Informed Access"), by means of a merger (the
"Merger") of Access Acquisition Corp., a corporation organized and existing
under the laws of the State of Delaware and a wholly-owned subsidiary of the
Registrant ("Merger Sub"), with and into Informed Access, pursuant to the
Agreement and Plan of Reorganization, dated as of September 3, 1996 (the
"Merger Agreement"), among the Registrant, Merger Sub and Informed Access. The
purpose of this Amendment is to amend Item 7(a) to provide the financial
statements of Informed Access and Item 7(b) to provide the required pro forma
financial information relating to the business combination between the
Registrant and Informed Access on November 18, 1996 which were impracticable
to provide at the time the Registrant filed this Report.
Total Number of Pages: 27.
Exhibit Index on Sequentially Numbered Page: 8.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
See Exhibit 20.1 for Informed Access' financial statements.
(b) Pro Forma Financial Information.
The following pro forma financial information is being filed herewith:
The following unaudited pro forma condensed combined financial statements
assume a business combination between Access Health and Informed Access
accounted for on a pooling of interests basis. The pro forma condensed
combined financial statements are based on historical financial statements and
the notes thereto of Access Health included in the annual report on Form 10-K
for the period ended September 30, 1996 and the historical financial
statements and notes thereto of Informed Access included herein.
The pro forma condensed combined balance sheet combines Access Health's
September 30, 1996 consolidated balance sheet with Informed Access'
September 30, 1996 consolidated balance sheet, giving effect to the merger as
if it had occurred on September 30, 1996. The pro forma condensed combined
statements of operations combine Access Health's historical consolidated
statements of operations for the fiscal years ended September 30, 1994, 1995
and 1996 with Informed Access' historical results of operations for the years
ended December 31, 1994, December 31, 1995 and September 30, 1996,
respectively, giving effect to the Merger as if it had occurred at the
beginning of the earliest period presented.
The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the operating results or financial position that
would have occurred if the Merger had been consummated at the beginning of the
earliest period presented, nor is it necessarily indicative of the future
operating results or financial position.
These pro forma condensed combined financial statements should be read in
conjunction with the historical consolidated financial statements and the
related notes thereto of Access Health and the financial statements and the
notes thereto of Informed Access included herein.
1
ACCESS HEALTH, INC. AND INFORMED ACCESS SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1994, 1995 AND 1996
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INFORMED ACCESS
ACCESS HEALTH, INC. SYSTEMS, INC. (NOTE 1) PRO FORMA COMBINED
------------------------- ------------------------- -------------------------
1994 1995 1996 1994 1995 1996 1994 1995 1996
------- ------- ------- ------- ------- ------- ------- ------- -------
Revenues:
Commercial revenue..... $16,355 $31,553 $62,073 $ 125 $ 2,957 $ 8,668 $16,480 $34,510 $70,741
Development program
with related party.... 2,274 -- -- -- -- -- 2,274 -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total revenue........ 18,629 31,553 62,073 125 2,957 8,668 18,754 34,510 70,741
Costs and expenses:
Cost of commercial
revenue............... 12,741 20,712 33,122 96 2,773 6,042 12,837 23,485 39,164
Product and other
development........... 1,085 1,708 3,841 1,123 1,460 2,577 2,208 3,168 6,418
Development program.... 2,541 -- -- -- -- -- 2,541 -- --
Sales and marketing.... 3,767 3,651 6,766 729 1,640 2,509 4,496 5,291 9,275
General and
administrative........ 2,602 3,456 6,255 596 1,002 3,546 3,198 4,458 9,801
------- ------- ------- ------- ------- ------- ------- ------- -------
Total costs and
expenses............ 22,736 29,527 49,984 2,544 6,875 14,674 25,280 36,402 64,658
------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from
operations............. (4,107) 2,026 12,089 (2,419) (3,918) (6,006) (6,526) (1,892) 6,083
Non-operating income
(expenses):
Interest and other
income................ 612 661 1,490 43 205 139 655 866 1,626
Interest and other
expense............... (153) (91) (37) (5) (32) (140) (158) (123) (177)
------- ------- ------- ------- ------- ------- ------- ------- -------
Income (loss) before
income taxes........... (3,648) 2,596 13,542 (2,381) (3,745) (6,007) (6,029) (1,149) 7,532
Provision (credit) for
income taxes........... (1,352) 1,056 5,417 -- -- -- (2,231) (471) 3,014
------- ------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)....... $(2,296) $ 1,540 $ 8,125 $(2,381) $(3,745) $(6,007) $(3,798) $(678) $ 4,518
======= ======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per
share (Note 2)......... $ (0.24) $ 0.14 $ 0.61 $ (0.66) $ (0.73) $ (1.06) $ (0.31) $ (0.05) $ 0.25
======= ======= ======= ======= ======= ======= ======= ======= =======
Shares used in per share
calculation............ 9,456 11,145 13,340 3,605 5,118 5,675 12,365 14,207 18,332
See accompanying notes to unaudited pro forma condensed combined financial
statements.
2
ACCESS HEALTH, INC. AND INFORMED ACCESS SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 1996
(AMOUNTS IN THOUSANDS)
INFORMED
ACCESS ACCESS PRO FORMA
HEALTH, INC. SYSTEMS, INC. COMBINED
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ASSETS
Current assets:
Cash and equivalents.................... $25,655 $ 657 $ 26,312
Available-for-sale securities........... 14,126 -- 14,126
Accounts and licenses receivable........ 10,789 1,894 12,683
Prepaid expenses and other current
assets................................. 4,757 234 4,991
------- ------- --------
Total current assets.................. 55,327 2,785 58,112
Property and equipment, net.............. 14,469 2,004 16,473
Investment in AHN........................ 5,000 -- 5,000
Other assets............................. 4,035 131 4,166
------- ------- --------
Total assets.......................... $78,831 $ 4,920 $ 83,751
======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................ $ 3,375 $ 775 $ 4,150
Accrued payroll and related expenses.... 2,944 438 3,382
Other accrued expenses.................. 4,348 1,777 6,125
Current portion of long-term debt....... -- 599 599
Deferred revenue........................ 3,068 1,168 4,236
Deferred income taxes................... 665 -- 665
Accrued merger-related expenses......... -- -- 10,800
------- ------- --------
Total current liabilities............. 14,400 4,757 29,957
Long-term debt........................... -- 1,344 1,344
Mandatorily redeemable convertible
preferred stock......................... -- 10,995 --
Stockholders' equity:
Common stock............................ 53,715 140 67,050
Retained earnings (deficit)............. 10,716 (12,316) (14,600)
------- ------- --------
Total stockholders' equity............ 64,431 (12,176) 52,450
------- ------- --------
Total liabilities and stockholders'
equity............................... $78,831 $ 4,920 $ 83,751
======= ======= ========
See accompanying notes to unaudited pro forma condensed combined financial
statements.
3
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed combined statements of operations combine
the historical statements of operations of Access Health for the years ended
September 30, 1994, 1995 and 1996 with the historical statements of operations
of Informed Access for the years ended December 31, 1994, December 31, 1995
and September 30, 1996, respectively.
No adjustments have been made in these pro forma financial statements to
conform the accounting policies of the combining companies. The nature and
extent of such adjustments, if any, are not expected to be significant.
NOTE 2. PRO FORMA NET INCOME (LOSS) PER SHARE
The number of Access Health common shares issued in exchange for the
outstanding shares of Informed Access Capital Stock was based on the final
exchange ratio. The final exchange ratio of .80685 was used in preparing the
pro forma combined financial data and the following table which provides the
pro forma number of shares issued in connection with the Merger:
Informed Access Common Stock and Preferred Stock outstanding as
of September 30, 1996......................................... 5,767,186
Common exchange ratio.......................................... .80685
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Number of Access Health common shares exchanged for Informed
Access stock.................................................. 4,653,254
Total number of Access Health common shares outstanding as of
September 30, 1996............................................ 12,595,824
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Number of Access Health common shares outstanding after
completion of the Merger...................................... 17,249,078
==========
The pro forma combined net income (loss) per share is based on the combined
weighted average number of common and dilutive common equivalent shares of
Access Health and Informed Access and the final Common Stock exchange ratio as
of September 30, 1996 of .80685 shares of Access Health Common Stock for each
outstanding share of Informed Access Capital Stock.
Share and per share information applicable to prior periods for Access
Health have been restated to reflect a three-for-two stock split which was
effective on February 15, 1996. The net loss per share for Informed Access
reflects the conversion of the Informed Access Preferred Stock into Informed
Access Common Stock on an "as if converted" basis from the time of issuance.
NOTE 3. PRO FORMA ADJUSTMENTS
Access Health and Informed Access incurred merger-related expenses of
approximately $13 million, consisting primarily of transaction costs for
financial advisory fees, attorneys, accountants and financial printing and
other one-time charges related to the transaction. Approximately $2.2 million
of the Merger related expenses was paid from escrow to the financial advisors
of Informed Access in the form of 64,500 shares of Access Health Common Stock.
The pro forma condensed combined balance sheet gives effect to such expenses
as if they had been incurred as of September 30, 1996; however, in accordance
with Regulation S-X the pro forma condensed combined statements of operations
do not give effect to such expenses.
The pro forma condensed combined financial statements include pro forma
adjustments to reflect the combined tax liability as if Access Health and
Informed Access had filed consolidated income tax returns. As a result,
combined income tax expense has been reduced by $879,000, $1,527,000, and
$2,403,000 for the years ended September 30, 1994, 1995, and 1996,
respectively.
The pro forma combined balance sheet data gives effect to the automatic
conversion of redeemable Informed Access Preferred Stock into 3,734,151 shares
of Access Health Common Stock based on the final exchange ratio.
4
(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)).
20.1 Informed Access Systems, Inc. audited financial statements at December
31, 1993, 1994 and 1995 and the unaudited financial statements at
September 30, 1995 and 1996.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the Current Report on Form 8-K/A
to be signed on its behalf by the undersigned hereunto duly authorized.
ACCESS HEALTH, INC.
/s/ Julie A. Brooks
By: _________________________________
Name: Julie A. Brooks
Title: Senior Vice President and
General Counsel
Dated: January 31, 1997
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)).
20.1 Informed Access Systems, Inc. audited financial statements at
December 31, 1993, 1994 and 1995 and the unaudited financial
statements at September 30, 1995 and 1996.................... 9
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.................................................. 27