Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - MEDIWARE INFORMATION SYSTEMS INC | ex10_2.htm |
| EX-10.3 - EXHIBIT 10.3 - MEDIWARE INFORMATION SYSTEMS INC | ex10_3.htm |
| EX-10.1 - EXHIBIT 10.1 - MEDIWARE INFORMATION SYSTEMS INC | ex10_1.htm |
| EX-99.1 - EXHIBIT 99.1 - MEDIWARE INFORMATION SYSTEMS INC | ex99_1.htm |
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): November 24, 2009 (November 24,
2009)
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Mediware
Information Systems, Inc.
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(Exact
name of registrant as specified in its
charter)
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New York
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1-10768
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11-2209324
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.Employer
Identification No.)
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11711 West 79th Street, Lenexa,
KS
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66214
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (913)
307-1000
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On
November 24, 2009, Mediware Information Systems, Inc., a New York corporation
(the “Company”), and Advantage Reimbursement, LLC, a Delaware limited liability
company and a wholly-owned subsidiary of the Company (“Advantage LLC”), entered
into an asset purchase agreement (the “HAI Purchase Agreement”) with Healthcare
Automation, Inc., a Rhode Island corporation (“HAI”), and David A. Belhumeur
(“Belhumeur”) and Kenneth J. Pereira (“Pereira”), the sole shareholders of HAI,
pursuant to which the Company will acquire substantially all of the business and
assets and assume certain liabilities of HAI, subject to certain closing
conditions. Also on November 24, 2009, Advantage LLC entered into an
asset purchase agreement (the “ARI Purchase Agreement” and, together with the
HAI Purchase Agreement, the “Purchase Agreements”) with Advantage Reimbursement,
Inc., a Massachusetts corporation (“ARI”), and Belhumeur and Pereira, the sole
shareholders of ARI, pursuant to which Advantage LLC will acquire substantially
all of the business and assets and assume certain liabilities of HAI, subject to
certain closing conditions.
The
purchase price for the assets of HAI will consist of (i) an initial purchase
price of $3,500,000 (subject to a working capital adjustment and to a holdback
to the extent that certain contracts (the “Unassigned Contracts”) are not
assigned prior to closing) payable in cash at the closing, and (ii) cash
payments of up to $954,000 in the aggregate if certain revenue milestones are
achieved by the purchased business in the 12 months following the closing of the
HAI Purchase Agreement. The amount of the initial purchase price held
back in connection with each Unassigned Contract will be paid to ARI within five
business days following the valid assignment of such Unassigned Contract to the
Company or Advantage LLC, as applicable.
The
purchase price for the assets of ARI will consist of (i) an initial purchase
price of $2,000,000 (subject to a working capital adjustment and to a holdback
for Unassigned Contracts) payable in cash at the closing, and (ii) cash payments
of up to $546,000 in the aggregate if certain revenue milestones are achieved by
the purchased business in the 12 months following the closing of the ARI
Purchase Agreement. The amount of the initial purchase price held
back in connection with each Unassigned Contract will be paid to ARI within five
business days following the valid assignment of such Unassigned Contract to the
Company or Advantage LLC, as applicable.
The
Company and Advantage LLC, on one hand, and HAI, ARI, Pereira and Belhumeur
(collectively, the “Seller Parties”), on the other hand, have made customary
representations and warranties in the Purchase Agreements. Among
others, the Seller Parties make representations and warranties related to
various intellectual property matters and title to assets. Each of
the parties also makes various covenants in the Purchase
Agreements. The covenants include, among others, certain covenants
regarding maintenance prior to closing of the assets to be purchased,
preservation of the accuracy of the representations and warranties made in the
Purchase Agreements, and obtaining necessary third party
consents. The Company has also agreed to offer employment to certain
of the employees of HAI, including Pereira. In addition, the Seller
Parties have each agreed to restrictions on competing against the acquired
businesses for two years following the closing date.
The
Company, Advantage LLC and the Seller Parties expect to enter into an
Indemnification Agreement, as of the closing date (the “Indemnification
Agreement”), pursuant to which the Company and Advantage LLC, on the one hand,
and the Seller Parties, on the other hand, have agreed to indemnify each other
for breaches of the various representations, warranties and covenants, or for
claims associated with the transactions contemplated by the Purchase
Agreements.
The
obligations of the Company, Advantage LLC and the Seller Parties to consummate
the transactions contemplated by the Purchase Agreements are subject to the
satisfaction or waiver of certain conditions, including the receipt of necessary
consents relating to the assignment of contracts. In addition, the
obligations of the parties to consummate the transactions contemplated by each
Purchase Agreement are conditioned upon the satisfaction or waiver of the
closing conditions set forth in the other Purchase Agreement. Each
Purchase Agreement may be terminated by either party if the closing of the
acquisition contemplated therein has not occurred on or before December 31,
2009, or in the event of a material uncured breach of any of the agreements,
representations or warranties set forth in that Purchase Agreement.
The
representations and warranties made by the parties in the Purchase Agreements
are made as of specific dates and are qualified and limited, including by
information contained in the confidential disclosure schedules that
were provided in connection with the execution of the Purchase
Agreements. Moreover, certain representations and warranties in the
Purchase Agreements were used for the purpose of allocating risk between the
parties rather than establishing matters as facts. The
representations and warranties may also be subject to a contractual standard of
materiality different from those generally applicable to stockholders.
Therefore, investors should not rely on the representations and warranties or
any descriptions thereof as characterizations of the actual state of facts or
condition of the parties or any of their respective affiliates.
The
foregoing description of the Purchase Agreements and the Indemnification
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the HAI Purchase Agreement filed as Exhibit 10.1
hereto, the ARI Purchase Agreement filed as Exhibit 10.2 hereto and the
Indemnification Agreement filed as Exhibit 10.3 hereto, each of which is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
By press
release dated November 24, 2009, Mediware Information Systems, Inc. (the
"Company") announced it has signed an agreement to acquire the business of
Advantage Reimbursement, Inc. and Healthcare Automation, Inc. A copy of the
press release announcing the acquisition is attached as Exhibit
99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
10.1
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Asset
Purchase Agreement, dated November 24, 2009, by and among Mediware
Information Systems, Inc., Advantage Reimbursement, LLC, Healthcare
Automation, Inc., David A. Belhumeur and Kenneth J.
Pereira
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Exhibit
10.2
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Asset
Purchase Agreement, dated November 24, 2009, by and among Advantage
Reimbursement, LLC, Advantage Reimbursement, Inc., David A. Belhumeur and
Kenneth J. Pereira
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Exhibit
10.3
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Form
of Indemnification Agreement, to be executed at closing, by and among
Advantage Reimbursement, LLC, Advantage Reimbursement, Inc., David A.
Belhumeur and Kenneth J. Pereira
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Exhibit
99.1
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Press
Release of Mediware Information Systems, Inc., dated November 24,
2009.
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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.
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MEDIWARE
INFORMATION SYSTEMS, INC.
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Date:
November 24, 2009
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By:
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/s/T. Kelly Mann
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T.
Kelly Mann
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Chief
Executive Officer and President
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Asset
Purchase Agreement, dated November 24, 2009, by and among Mediware
Information Systems, Inc., Advantage Reimbursement, LLC, Healthcare
Automation, Inc., David A. Belhumeur and Kenneth J.
Pereira
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Asset
Purchase Agreement, dated November 24, 2009, by and among Advantage
Reimbursement, LLC, Advantage Reimbursement, Inc., David A. Belhumeur and
Kenneth J. Pereira
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Form
of Indemnification Agreement, to be executed at closing, by and
among Advantage Reimbursement, LLC, Advantage Reimbursement, Inc., David
A. Belhumeur and Kenneth J. Pereira
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Press
Release of Mediware Information Systems, Inc., dated November 24,
2009.
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