SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 1999
MECON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27048 94-2702-762
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
200 Porter Drive, Suite 100, San Ramon, California 94583
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(Address of principal executive offices) (Zip Code)
(925) 838-1700
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(Registrant's telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 1999, MECON, Inc. (the "Company") acquired the assets
related to the Implementation Consulting Group ("ICG") of HCIA Inc. ("HCIA")
for $7.5 million in cash (the "Acquisition"). The Acquisition was
accomplished pursuant to an Asset Purchase Agreement dated as of March 31,
1999 between the Company and HCIA (the "Agreement"). A copy of the Agreement
is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
The Company paid the purchase price for the Acquisition with existing cash
balances. There are no material relationships between the Company or any of
its affiliates and HCIA.
ICG is a leading provider of benchmarking-based consulting services
for clinical service lines.
A copy of the Press Release dated as of April 1, 1999 issued by the
Company relating to the Acquisition is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Company has not included the required financial statements of
ICG at the time of filing this Current Report on Form 8-K. The required
financial statements will be filed by amendment to this Report as soon as
they are available, but in any event no later than 60 days after April 15,
1999.
(b) PRO FORMA FINANCIAL INFORMATION.
The Company has not included the required pro forma financial
information pertaining to the Acquisition at the time of filing this Current
Report on Form 8-K. The required pro forma financial information will be
filed by amendment to this Report as soon as it is available, but in any
event no later than 60 days after April 15, 1999.
(c) EXHIBITS.
The following exhibits are filed with this report:
2.1 Asset Purchase Agreement dated as of March 31, 1999 between the
Company and HCIA.
99.1 Press Release dated April 1, 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.
Dated: April 14, 1999
MECON, INC.
By: /s/ Vasu R. Devan
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Vasu R. Devan
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibits
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2.1 Asset Purchase Agreement dated as of March 31, 1999 between the
Company and HCIA.
99.1 Press Release dated April 1, 1999.
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