-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EMH8Ay8AfuLAUVnB++UqTtPZUxD4ZWCZIF8Wcj7Gci3XprWEo14v4gzfOPRICT7r j3Ii1EZUqeVyiNvAXh/HSQ== 0000936392-99-000246.txt : 19990301 0000936392-99-000246.hdr.sgml : 19990301 ACCESSION NUMBER: 0000936392-99-000246 CONFORMED SUBMISSION TYPE: SC 14D1 PUBLIC DOCUMENT COUNT: 47 FILED AS OF DATE: 19990226 GROUP MEMBERS: OSCAR ACQUISITION CORP GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OACIS HEALTHCARE HOLDINGS CORP CENTRAL INDEX KEY: 0001011671 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 043229774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 SEC ACT: SEC FILE NUMBER: 005-49037 FILM NUMBER: 99552293 BUSINESS ADDRESS: STREET 1: 100 DRAKES LANDING RD STREET 2: STE 100 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4159250121 MAIL ADDRESS: STREET 1: 100 DRAKES LANDING RD STREET 2: STE 100 CITY: GRENBRAE STATE: CA ZIP: 94904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSCAR ACQUISITION CORP CENTRAL INDEX KEY: 0001080726 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1 BUSINESS ADDRESS: STREET 1: 10260 CAMPUS POINT DR CITY: SAN DIEGO STATE: CA ZIP: 92121 MAIL ADDRESS: STREET 1: 10260 CAMPUS POINT DR CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 14D1 1 SCHEDULE 14D1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OACIS HEALTHCARE HOLDINGS CORP. (NAME OF SUBJECT COMPANY) OSCAR ACQUISITION CORPORATION (BIDDER) A DIRECT WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 00175167107510 (CUSIP NUMBER) WILLIAM A. ROPER, JR. CHIEF FINANCIAL OFFICER SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 1241 CAVE STREET LA JOLLA, CA 92037 (619) 535-7711 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: DAVID L. CAPLAN DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 450-4000 CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE - --------------------------------------------- --------------------------------------------- $59,014,205* $11,803
- --------------- * Based upon $4.45 cash per share for 10,619,646 shares of common stock, par value $0.01 per share, of Oacis Healthcare Holdings Corp. ("Common Stock"), options to purchase an aggregate of 2,348,762 shares of Common Stock and warrants to purchase an aggregate of 293,211 shares of Common Stock. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 CUSIP No. 00175167107510 - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 95-3630868 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% - ------------------------------------------------------------------------------ 10 TYPE OF REPORTING PERSON HC, CO - ------------------------------------------------------------------------------
- --------------- 3 CUSIP No. 00175167107510 - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS OSCAR ACQUISITION CORPORATION AWAITING TAX IDENTIFICATION NUMBER - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - --------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - --------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% - --------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------
- --------------- 4 ITEM 1. SECURITY AND SUBJECT COMPANY (a) The name of the subject company is Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), and the address of its principal executive offices is set forth in Section 7 "Certain Information Concerning the Company" of the Offer to Purchase, a copy of which is attached hereto as Exhibit (a)(1) and is incorporated herein by reference. (b) This Statement relates to the offer by Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of the Company at $4.45 per share, net to the seller in cash, upon the terms and conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which are herein collectively referred to as the "Offer"). The information set forth in the introduction to the Offer to Purchase (the "Introduction") is incorporated herein by reference. (c) The information set forth in Section 6 "Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND (a) - (d), (g) This Tender Offer Statement is filed by Purchaser and Parent. The information set forth in the Introduction, Section 8 "Certain Information Concerning Purchaser and Parent" and Schedule I of the Offer to Purchase is incorporated herein by reference. (e) - (f) Neither Parent, Purchaser, nor, to the best knowledge of Purchaser, any of the persons listed in Schedule I of the Offer to Purchase, has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY (a) - (b) The information set forth in the Introduction, Section 8 "Certain Information Concerning Purchaser and Parent" and Section 10 "Background of the Offer; Past Contacts or Negotiations with the Company" of the Offer to Purchase is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) - (b) The information set forth in Section 9 "Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (c) Not applicable. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER (a) - (e) The information set forth in the Introduction and Section 12 "Purpose of the Offer; Plans for the Company" of the Offer to Purchase is incorporated herein by reference. (f) - (g) The information set forth in Section 13 "Effect of the Offer on the Market for Shares; Stock Quotations; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) - (b) The information set forth in the Introduction, Section 8 "Certain Information Concerning Purchaser and Parent" and Schedule I of the Offer to Purchase is incorporated herein by reference. 1 5 ITEM 7.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES The information set forth in the Introduction, Section 8 "Certain Information Concerning the Purchaser and Parent", Section 10 "Background of the Offer; Past Contacts or Negotiations with the Company" and Schedule I of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED The information set forth in Section 18 "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS The information set forth in Section 8 "Certain Information Concerning Purchaser and Parent" of the Offer to Purchase is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION (a) The information set forth in Section 10 "Background of the Offer; Past Contacts or Negotiations with the Company" and Section 11 "The Merger Agreement; Other Arrangements" of the Offer to Purchase are incorporated herein by reference. (b) - (c) The information set forth in Section 17 "Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (d) The information set forth in Section 13 "Effect of the Offer on the Market for Shares; Stock Quotations; Registration under the Exchange Act" of the Offer to Purchase is incorporated herein by reference. (e) The information set forth in the Introduction and Section 17 "Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein by reference. (f) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1) Offer to Purchase, dated February 26, 1999 (a)(2) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (a)(3) Notice of Guaranteed Delivery (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(6) Text of Press Release issued by Parent, dated February 22, 1999 (a)(7) Text of Press Release issued by the Company, dated February 22, 1999 (a)(8) Form of summary advertisement dated February 26, 1999 (b) None (c)(1) Agreement and Plan of Merger dated as of February 21, 1999, among Oacis Healthcare Holdings Corp., Science Applications International Corporation and Oscar Acquisition Corporation
2 6
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (c)(2) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Information Partners Capital Fund, L.P. (c)(3) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and BCIP Associates (c)(4) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and BCIP Trust Associates, L.P. (c)(5) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sutter Hill Ventures (c)(6) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and InterWestPartners V, L.P. (c)(7) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and IMS Health Incorporated (c)(8) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sequoia Capital Growth Fund (c)(9) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sequoia Technology Partners III (c)(10) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and WPG Enterprise Fund II, L.L.C. (c)(11) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Weiss, Peck & Greer Venture Associates III, L.L.C. (c)(12) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Bunz (c)(13) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and John Churin (c)(14) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Delzompo (c)(15) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Stephen Ghiglieri (c)(16) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Jim Kennick (c)(17) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Richard Larsen (c)(18) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Jim McCord (c)(19) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Lee Ann Slinkard (c)(20) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Louis Bunz (c)(21) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and John Churin (c)(22) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Delzompo (c)(23) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Stephen Ghiglieri
3 7
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (c)(24) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Jim Kennick (c)(25) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Richard Larsen (c)(26) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Jim McCord (c)(27) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and Lee Ann Slinkard (c)(28) Amendment to Executive Severance Benefits Agreement dated February 20, 1999 between John Kingery, Oacis Healthcare Systems, Inc. and Oacis Healthcare Holdings Corp. (c)(29) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from BCIP Trust Associates, L.P. (c)(30) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from BCIP Associates (c)(31) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from Information Partners Capital Fund, L.P. (c)(32) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from The Bell Atlantic Systems Group, Inc. (c)(33) Resignation Letter dated February 20, 1999 of Fred Goad (c)(34) Resignation Letter dated February 20, 1999 of John Kingery (c)(35) Resignation Letter dated February 20, 1999 of Jim McCord (c)(36) Resignation Letter dated February 20, 1999 of Dennis Sisco (c)(37) Mutual Non-Disclosure Agreement dated November 4, 1998 between Oacis Healthcare Holdings Corp. and Science Applications International Corporation (c)(38) Agreement between Science Applications International Corporation and Oacis Healthcare Holdings Corp. dated as of January 15, 1999 regarding exclusivity and amendment letter dated February 13, 1999 (d) None (e) None (f) None
4 8 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 26, 1999 OSCAR ACQUISITION CORPORATION By: /s/ KEVIN A. WERNER ------------------------------------ Name: Kevin A. Werner Title: Secretary SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ W. A. ROPER ------------------------------------ Name: William A. Roper, Jr. Title: Senior Vice President and Chief Financial Officer 5 9 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99(a)(1) Offer to Purchase, dated February 26, 1999 99(a)(2) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) 99(a)(3) Notice of Guaranteed Delivery 99(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 99(a)(6) Text of Press Release issued by Parent dated February 22, 1999 99(a)(7) Text of Press Release issued by the Company dated February 22, 1999 99(a)(8) Form of summary advertisement dated February 26, 1999 99(c)(1) Agreement and Plan of Merger dated as of February 21, 1999, among Oacis Healthcare Holdings Corp., Science Applications International Corporation and Oscar Acquisition Corporation 99(c)(2) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Information Partners Capital Fund, L.P. 99(c)(3) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and BCIP Associates 99(c)(4) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and BCIP Trust Associates, L.P. 99(c)(5) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sutter Hill Ventures 99(c)(6) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and InterWestPartners V, L.P. 99(c)(7) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and IMS Health Incorporated 99(c)(8) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sequoia Capital Growth Fund 99(c)(9) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Sequoia Technology Partners III 99(c)(10) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and WPG Enterprise Fund II, L.L.C. 99(c)(11) Stockholder Agreement dated as of February 21, 1999 between Oscar Acquisition Corporation and Weiss, Peck & Greer Venture Associates III, L.L.C. 99(c)(12) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Bunz 99(c)(13) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and John Churin 99(c)(14) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Delzompo 99(c)(15) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Stephen Ghiglieri 99(c)(16) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Jim Kennick 99(c)(17) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Richard Larsen
10
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99(c)(18) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Jim McCord 99(c)(19) Retention Letter Agreement dated February 19, 1999 between Science Applications International Corporation and Lee Ann Slinkard 99(c)(20) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Louis Bunz 99(c)(21) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and John Churin 99(c)(22) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and Louis Delzompo 99(c)(23) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Stephen Ghiglieri 99(c)(24) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Jim Kennick 99(c)(25) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Richard Larsen 99(c)(26) Non-Solicitation Agreement dated February 20, 1999 between Science Applications International Corporation and Jim McCord 99(c)(27) Non-Solicitation Agreement dated February 19, 1999 between Science Applications International Corporation and Lee Ann Slinkard 99(c)(28) Amendment to Executive Severance Benefits Agreement dated February 20, 1999 between John Kingery, Oacis Healthcare Systems, Inc. and Oacis Healthcare Holdings Corp. 99(c)(29) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from BCIP Trust Associates, L.P. 99(c)(30) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from BCIP Associates 99(c)(31) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from Information Partners Capital Fund, L.P. 99(c)(32) Conversion Notice dated February 19, 1999 to Oacis Healthcare Holdings Corp. from The Bell Atlantic Systems Group, Inc. 99(c)(33) Resignation Letter dated February 20, 1999 of Fred Goad 99(c)(34) Resignation Letter dated February 20, 1999 of John Kingery 99(c)(35) Resignation Letter dated February 20, 1999 of Jim McCord 99(c)(36) Resignation Letter dated February 20, 1999 of Dennis Sisco 99(c)(37) Mutual Non-Disclosure Agreement dated November 4, 1998 between Oacis Healthcare Holdings Corp. and Science Applications International Corporation 99(c)(38) Agreement between Science Applications International Corporation and Oacis Healthcare Holdings Corp. dated as of January 15, 1999 regarding exclusivity and amendment letter dated February 13, 1999
EX-99.(A)(1) 2 EXHIBIT 99(A)(1) 1 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF OACIS HEALTHCARE HOLDINGS CORP. AT $4.45 NET PER SHARE BY OSCAR ACQUISITION CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED. THE BOARD OF DIRECTORS OF OACIS HEALTHCARE HOLDINGS CORP. (THE "COMPANY") HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER DESCRIBED HEREIN, UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. ------------------------ THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "SHARES"), OF THE COMPANY WHICH, TOGETHER WITH THE SHARES THEN OWNED BY PARENT, WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS. CERTAIN STOCKHOLDERS OF THE COMPANY OWNING APPROXIMATELY 47% OF THE SHARES (ON A FULLY DILUTED BASIS) HAVE AGREED TO TENDER THEIR SHARES IN THE OFFER. CERTAIN OTHER CONDITIONS TO CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 16. ------------------------ IMPORTANT Any stockholder desiring to tender all or any portion of his or her Shares should either (1) complete and sign the Letter of Transmittal (or facsimile thereof) in accordance with the instructions in the Letter of Transmittal and deliver it with the certificate(s) representing tendered Shares and all other required documents to the Depositary or tender such Shares pursuant to the procedures for book-entry transfer set forth in Section 2 or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him or her. A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if he or she desires to tender such Shares. Any stockholder who desires to tender Shares and cannot deliver the certificate(s) representing such Shares and all other required documents to the Depositary by the expiration of the Offer or who cannot comply with the procedures for book-entry transfer on a timely basis must tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 2. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent, brokers, dealers, commercial banks or trust companies. ------------------------ The Dealer Manager for the Offer is: MERRILL LYNCH & CO. February 26, 1999 2 TABLE OF CONTENTS
PAGE ---- INTRODUCTION................................................ 1 1. Terms of the Offer.................................... 2 2. Procedure for Tendering Shares........................ 3 3. Withdrawal Rights..................................... 5 4. Acceptance for Payment and Payment.................... 5 5. Certain Tax Considerations............................ 6 6. Price Range of Shares; Dividends...................... 7 7. Certain Information Concerning the Company............ 7 8. Certain Information Concerning Purchaser and Parent... 10 9. Source and Amount of Funds............................ 12 10. Background of the Offer; Past Contacts or Negotiations with the Company...................................... 12 11. The Merger Agreement; Other Arrangements.............. 13 12. Purpose of the Offer; Plans for the Company........... 21 13. Effect of the Offer on the Market for Shares; Stock Quotations; Registration under the Exchange Act....... 22 14. Dividends and Distributions........................... 22 15. Extension of Tender Period; Termination; Amendment.... 23 16. Certain Conditions of the Offer....................... 24 17. Certain Legal Matters; Regulatory Approvals........... 25 18. Fees and Expenses..................................... 27 19. Miscellaneous......................................... 28 Schedule I Information Concerning Directors and Executive Officers of Parent and Purchaser....................... I-1
i 3 INTRODUCTION To the Holders of Common Stock of Oacis Healthcare Holdings Corp.: Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, a Delaware corporation ("Parent"), hereby offers to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), at $4.45 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the "Offer"). Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Parent or Purchaser will pay all charges and expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Manager" or "Merrill Lynch"), ChaseMellon Shareholder Services, L.L.C. (the "Depositary") and D.F. King & Co., Inc. (the "Information Agent"), incurred in connection with the Offer. See Section 18. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS HEREINAFTER DEFINED) A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY PARENT, WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"). CERTAIN STOCKHOLDERS OF THE COMPANY OWNING APPROXIMATELY 47% OF THE SHARES (ON A FULLY DILUTED BASIS) HAVE AGREED TO TENDER THEIR SHARES IN THE OFFER. CERTAIN OTHER CONDITIONS TO CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 16. THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER DESCRIBED HEREIN, UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. COVINGTON ASSOCIATES LLC, FINANCIAL ADVISOR TO THE COMPANY ("COVINGTON"), HAS DELIVERED TO THE BOARD OF DIRECTORS OF THE COMPANY ITS WRITTEN OPINION TO THE EFFECT THAT, AS OF THE DATE OF THE MERGER AGREEMENT (AS HEREINAFTER DEFINED), THE $4.45 IN CASH TO BE RECEIVED BY THE HOLDERS OF SHARES IN THE OFFER AND THE MERGER IS FAIR TO SUCH HOLDERS FROM A FINANCIAL POINT OF VIEW. The full text of the written opinion of Covington Associates containing the assumptions made, the matters considered and the scope of the review undertaken in rendering such opinion as well as the limitations of such opinion is included with the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), which is being mailed to stockholders concurrently herewith. Stockholders are urged to read the full text of such opinion in conjunction with this Offer. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of February 21, 1999 (the "Merger Agreement") among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after the consummation of the Offer, Purchaser will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation"). Pursuant to the Merger, each outstanding Share (other than Shares held by Parent or any subsidiary of Parent and Shares held by stockholders properly exercising appraisal rights under the laws of the State of Delaware ("Delaware Law")) will be converted into a right to receive $4.45 in cash, without interest (the "Merger Consideration"). See Section 11. For a discussion of the treatment of stock options, see Section 11. 1 4 The Merger Agreement provides that, effective upon acceptance for payment pursuant to the Offer of a number of Shares that satisfies the Minimum Condition, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors multiplied by (ii) the percentage that the number of Shares beneficially owned by Parent (including Shares accepted for payment) bears to the total number of Shares outstanding. See Section 11. On February 20, 1999, John Kingery, Fred Goad, Dennis Sisco and Jim McCord resigned from the Company's Board of Directors effective upon the purchase by Purchaser of the Shares tendered in the Offer. In addition, the Stockholder Agreements (as hereinafter defined) provide that each stockholder party to such agreement shall cause all directors affiliated with such stockholder to resign from the Company's Board of Directors upon consummation of the Offer. Such resignations are sufficient for Parent to designate up to eight out of nine directors of the Company following the consummation of the Offer. Copies of the resignation letters are filed as Exhibits to Purchaser's Tender Offer Statement on Schedule 14D-1 dated February 26, 1999 (the "Schedule 14D-1") and the foregoing summary is qualified in its entirety by reference to the resignation letters. Based upon information provided by the Company, as of February 19, 1999, there were outstanding (i) 10,619,646 Shares, (ii) stock options to purchase an aggregate of 2,348,762 Shares and (iii) warrants to purchase an aggregate of 293,211 Shares. On February 19, 1999, the holders of the warrants, BCIP Trust Associates, L.P., BCIP Associates, Information Partners Capital Fund, L.P., and The Bell Atlantic Systems Group, Inc. ("Bell Atlantic"), contingent upon and effective immediately prior to the consummation of the Merger, irrevocably converted the warrants, in accordance with their terms and in their entirety, so long as the current market price (as such term is used in the warrant) for purposes of such conversion is deemed to be equal to the Merger Consideration. Copies of the conversion notices are filed as Exhibits to the Schedule 14D-1 and the foregoing summary is qualified in its entirety by reference to the conversion notices. Based upon the foregoing, as of February 19, 1999, there were approximately 13,261,619 Shares outstanding on a fully diluted basis. Neither Parent nor Purchaser nor any person listed on Schedule I beneficially owns any Shares. Accordingly, Purchaser believes that the Minimum Condition would be satisfied if approximately 6,630,810 Shares are validly tendered pursuant to the Offer and not withdrawn. Under Delaware Law, the Merger requires the approval of the holders of a majority of the outstanding Shares. If the Minimum Condition is satisfied, Purchaser would have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. Certain Stockholders of the Company owning approximately 47% of the Shares (on a fully diluted basis) have executed stockholder agreements dated as of February 21, 1999 agreeing, among other things, to tender their Shares in the Offer (each, a "Stockholder Agreement"). See Section 11. Certain other conditions to consummation of the Offer are described in Section 16. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 1. TERMS OF THE OFFER. Upon the terms and subject to the conditions set forth in the Offer, Purchaser will accept for payment and pay for all Shares that are validly tendered by the Expiration Date and not withdrawn as provided in Section 3. The term "Expiration Date" shall mean 12:00 midnight, New York City time, on March 25, 1999, unless Purchaser shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire. The Offer is subject to certain conditions set forth in Section 16, including satisfaction of the Minimum Condition and expiration or termination of the waiting period applicable to Purchaser's acquisition of Shares pursuant to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). If any such condition is not satisfied prior to the Expiration Date, Purchaser may (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 3, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which 2 5 the Offer is open, purchase all Shares validly tendered by the Expiration Date and not withdrawn or (iv) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer. Purchaser expressly reserves the right to waive the Minimum Condition or any of the other conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that no change may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer or which imposes conditions to the Offer in addition to the Minimum Condition and those conditions set forth in Section 16. For a description of Purchaser's right to extend the period of time during which the Offer is open and to amend, delay or terminate the Offer, see Sections 15 and 16. The Company has provided Purchaser with the Company's stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. PROCEDURE FOR TENDERING SHARES. To tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as hereinafter defined), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either certificates for the Shares to be tendered must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer described below (and a Book-Entry Confirmation (as hereinafter defined) received by the Depositary), in each case by the Expiration Date, or (b) the guaranteed delivery procedure described below must be complied with. The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility (as hereinafter defined) to and received by the Depositary and forming a part of a Book-Entry Confirmation (as hereinafter defined) which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of Shares by causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the procedures of such Book-Entry Transfer Facility. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. "Eligible Institution" means a financial institution (including most commercial banks, savings and loan associations and brokerage houses) which is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Signatures on a Letter of Transmittal 3 6 need not be guaranteed (a) if the Letter of Transmittal is signed by the registered holder(s) of the Shares tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and cannot deliver certificate(s) representing such Shares and all other required documents to the Depositary by the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered if all of the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser is received by the Depositary (as provided below) by the Expiration Date; and (iii) the certificates for such Shares (or a Book-Entry Confirmation), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, or an Agent's Message, and any other required documents, are received by the Depositary within three National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National Market System trading days after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. By executing a Letter of Transmittal (or facsimile thereof), a tendering stockholder irrevocably appoints designees of Purchaser as such stockholder's proxies in the manner set forth in the Letter of Transmittal to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after February 21, 1999). All such proxies shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective only upon the acceptance for payment of such Shares by Purchaser. Upon such acceptance for payment, all prior proxies and consents granted by such stockholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent proxies may be given nor subsequent written consents executed by such stockholder (and, if given or executed, will not be deemed to be effective). Such designees of Purchaser will be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of the Company's stockholders, by written consent or otherwise. Purchaser reserves the right to require that, in order for Shares to be validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser is able to exercise full voting rights with respect to such Shares and other securities (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting). The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and warranty that (a) such stockholder owns the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) the tender of such Shares complies with Rule 14e-4, and (c) such stockholder has the full power and authority to tender, assign and sell the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. 4 7 All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. Purchaser reserves the absolute right in its sole discretion to reject any or all tenders of Shares determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares, whether or not similar defects or irregularities are waived in the case of other Shares. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification. Under the federal income tax laws, the Depositary will be required to withhold 31% of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder must provide the Depositary with such stockholder's correct taxpayer identification number and certify that such stockholder is not subject to such backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. Alternatively, if a stockholder is a non-resident alien or foreign entity not subject to backup withholding, the stockholder must give the Depositary a completed Form W-8 Certificate of Foreign Status prior to receipt of any payment. Such Form W-8 may be obtained from the Depositary. 3. WITHDRAWAL RIGHTS. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after April 26, 1999 unless theretofore accepted for payment as provided in this Offer to Purchase. If Purchaser extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf of Purchaser, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 3. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn and the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification. 4. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer, Purchaser will accept for payment and pay for all Shares validly tendered by the Expiration Date and not withdrawn pursuant to Section 3 promptly after the later of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions set forth in Section 16. In addition, Purchaser reserves the right, in its sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of Purchaser's right to terminate the Offer and not 5 8 accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see Sections 15 and 16. For purposes of the Offer, Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if Purchaser gives oral or written notice to the Depositary of its acceptance of the tenders of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a Book-Entry Confirmation), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent's Message, and any other required documents. See Section 2. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occur at different times. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER ON THE CONSIDERATION PAID FOR SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If Purchaser increases the consideration to be paid for Shares pursuant to the Offer, Purchaser will pay such increased consideration for all Shares purchased pursuant to the Offer. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to the tendering stockholder, as promptly as practicable following the expiration or termination of the Offer. Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer, and (ii) unless otherwise permitted by law, Purchaser may not delay acceptance for payment of, or payment for, any Shares upon the occurrence of any of the conditions specified in Section 16 without extending the period of time during which the Offer is open. 5. CERTAIN TAX CONSIDERATIONS. The receipt of cash pursuant to the Offer or the Merger will constitute a taxable transaction for Federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also constitute a taxable transaction under applicable state, local, foreign and other tax laws. As a result, a tendering stockholder will generally recognize gain or loss for federal income tax purposes in an amount equal to the difference between the amount of cash received by the stockholder pursuant to the Offer or the Merger and such stockholder's aggregate adjusted tax basis in the Shares tendered and purchased pursuant to the Offer (or surrendered pursuant to the Merger). Gain or loss will be calculated separately for each block of Shares tendered and purchased pursuant to the Offer (or surrendered pursuant to the Merger). If tendered Shares are held by a tendering stockholder as capital assets (within the meaning of Section 1221 of the Code), any gain or loss recognized by the tendering stockholder will constitute capital gain or loss, and will constitute long-term capital gain or loss if the tendering stockholder held the underlying Shares for more than 12 months as of the date of disposition. Under the Internal Revenue Service Restructuring and Reform Act of 1998, in the case of noncorporate stockholders, if the tendered Shares have been held for more than 12 months as of the date of disposition, any long-term capital gain recognized by a noncorporate stockholder generally will be subject to federal income tax at a maximum rate of 20% or, in the case of a share that has been held for one year or less, will be subject to tax at ordinary income tax rates. There are limits on the deductibility of capital losses. 6 9 The foregoing discussion may not be applicable with respect to Shares received pursuant to the exercise of employee stock options or otherwise as compensation or to stockholders who perfect their appraisal rights under the Delaware Law and may not apply to a holder of Shares in light of its individual circumstances. THE SUMMARY OF TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW AS CURRENTLY IN EFFECT. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE MERGER. 6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares are traded on the Nasdaq National Market under the symbol "OCIS". The following table sets forth, for the periods indicated, the high and low closing sale prices per Share as quoted on the Nasdaq National Market, as reported in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997 (the "Company 10-K") with respect to the fiscal year ended December 31, 1997 and thereafter as reported in published financial sources. According to the Company, the Company has not paid cash dividends on the Shares to date.
HIGH LOW ---- --- FISCAL YEAR ENDED DECEMBER 31, 1997 First Quarter........................................ $7 3/4 $4 3/4 Second Quarter....................................... 6 1/2 4 Third Quarter........................................ 9 1/8 5 1/2 Fourth Quarter....................................... 8 1/8 3 1/4 FISCAL YEAR ENDED DECEMBER 31, 1998 First Quarter........................................ $5 $2 7/8 Second Quarter....................................... 4 15/16 2 5/8 Third Quarter........................................ 3 1/2 2 1/8 Fourth Quarter....................................... 3 7/16 2 1/2 FISCAL YEAR ENDING DECEMBER 31, 1999 First Quarter (through February 19, 1999)............ $3 1/2 $2 3/4
On February 19, 1999, the last full day of trading before public announcement of the execution of the Merger Agreement, the reported closing sales price per Share on the Nasdaq National Market was $3 1/4. On February 25, 1999, the last full day of trading prior to commencement of the Offer, the reported closing sales price per Share on the Nasdaq National Market was $4 9/32 STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 7. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Delaware corporation with its principal executive offices located at 1101 Fifth Avenue, Suite 200, San Rafael, CA 94901. According to the Company 10-K, the Company through its wholly-owned subsidiary, Oacis Healthcare Systems, Inc., develops, markets, licenses, installs and supports clinical information systems primarily for major medical centers, large hospitals and integrated healthcare delivery networks. 7 10 Selected Consolidated Financial Data. The following selected consolidated financial data relating to the Company and its subsidiaries has been taken or derived from the audited financial statements contained in the Company 10-K and the unaudited financial statements contained in the Company's quarterly reports on Form 10-QSBs for its fiscal quarters ended September 30, 1997 and 1998 (the "Company 10-Qs"), respectively. More comprehensive financial information is included in such Company 10-K and Company 10-Qs and the other documents filed by the Company with the Securities and Exchange Commission (the "Commission"), and the financial data set forth below is qualified in its entirety by reference to such reports and other documents and all of the financial statements and notes contained therein. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission in the manner set forth below. OACIS HEALTHCARE HOLDINGS CORP. SELECTED CONSOLIDATED FINANCIAL DATA
NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) YEAR ENDED DECEMBER 31, ------------------ ----------------------------- 1998 1997 1997 1996 1995 ------- ------- ------- ------- ------- (AMOUNTS IN THOUSANDS, EXCEPT NET LOSS PER SHARE) REVENUES: Software licenses...................... $10,508 $ 7,118 $10,291 $ 7,887 $ 3,388 Installation and Support services...... 7,033 6,045 8,232 6,626 5,825 Third party hardware and software...... 2,606 4,439 6,442 5,931 4,341 ------- ------- ------- ------- ------- Total revenues................. 20,147 17,602 24,965 20,444 13,554 ------- ------- ------- ------- ------- COST OF REVENUES: Software licenses...................... 854 535 917 252 124 Installation and Support services...... 5,089 4,931 6,645 5,610 5,237 Third party hardware and software...... 2,182 3,839 5,583 4,519 3,759 ------- ------- ------- ------- ------- Total cost of revenues......... 8,125 9,305 13,145 10,381 9,120 ------- ------- ------- ------- ------- Gross profit............................. 12,022 8,297 11,820 10,063 4,434 ------- ------- ------- ------- ------- OPERATING EXPENSES: Sales and marketing.................... 5,813 4,768 6,782 5,614 4,874 Research and development............... 4,951 4,733 6,109 6,375 6,080 General and administrative............. 2,947 2,680 3,638 3,491 2,681 Restructuring charge................... -- -- 520 -- -- ------- ------- ------- ------- ------- Total Operating expenses....... 13,711 12,181 17,049 15,480 13,635 ------- ------- ------- ------- ------- Income (loss) from operations............ (1,689) (3,884) (5,229) (5,417) (9,201) Interest income (expense), net........... 453 832 1,098 844 (123) ------- ------- ------- ------- ------- Net income (loss)........................ $(1,236) $(3,052) $(4,131) $(4,573) $(9,324) ======= ======= ======= ======= ======= Net loss per share: Basic.................................. $ (0.12) $ (0.30) $ (0.41) $ (0.67) $ (5.48) Diluted................................ (0.12) (0.30) (0.41) (0.67) (5.48)
Except as otherwise stated in this Offer to Purchase, the information concerning the Company contained herein has been taken from or is based upon reports and other documents on file with the Commission or otherwise publicly available. Although neither Purchaser nor Parent have any knowledge that would indicate that any statements contained herein based upon such reports and documents are untrue, neither Purchaser nor Parent takes any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to Purchaser or Parent. 8 11 The Company is subject to the informational filing requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and should also be available for inspection and copying at the regional offices of the Commission in New York (Seven World Trade Center, 13th Floor, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661). Such material may also be obtained from the Commission's web site at http://www.sec.gov. Copies of such material should be obtainable by mail, upon payment of the Commission's customary charges, by writing to the Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material should also be available for inspection at the offices of Nasdaq National Market operations, 1735 K Street, N.W., Washington D.C. 20006. 1998 Earnings Release. On February 22, 1999 the Company issued a press release reporting certain fourth quarter and 1998 full year financial results. The Company reported revenue for the fourth quarter ended December 31, 1998 of $7.3 million, compared to $7.4 million in the fourth quarter of 1997. Revenue for the year ended December 31, 1998 totaled $27.5 million, compared to $25.0 million in 1997. The Company also reported net income for the 1998 fourth quarter of $0.4 million compared to a net loss of $1.1 million for the fourth quarter 1997, which included a one-time restructuring charge of $0.5 million. For the twelve months ended December 31, 1998, the Company reported a net loss of $0.8 million, compared with a net loss of $4.1 million for the prior year, which included a one time restructuring charge of $0.5 million. Projected Financial Information. In the course of the discussions between representatives of Parent and the Company (see Section 10) certain projections of future operating performance were furnished to Parent's representatives. Set forth below is a summary of such projections. These projections should be read together with the financial statements of the Company referred to herein. OACIS HEALTHCARE HOLDINGS CORP. PROJECTED FINANCIAL INFORMATION
FISCAL YEAR ENDING DECEMBER 31, 1999 --------------------------------------- (AMOUNTS IN THOUSANDS, EXCEPT NET INCOME PER SHARE) Revenues...................................... $48,800 Cost of revenues.............................. 21,800 Operating expenses............................ 20,300 Income from operations before income taxes.... 6,700 Net income.................................... 4,300 Net income per share(1)....................... 0.37
- --------------- (1) The Company's projections are based on 11,650,000 weighted average Shares outstanding. THE FOREGOING PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE COMMISSION OR THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS, AND ARE INCLUDED IN THIS OFFER TO PURCHASE ONLY BECAUSE THEY WERE PROVIDED TO PARENT. THE INCLUSION OF THESE PROJECTIONS SHOULD NOT BE REGARDED AS AN INDICATION THAT ANY OF PARENT, PURCHASER, THE COMPANY, THEIR RESPECTIVE ADVISORS OR THE DEALER MANAGER CONSIDERED OR CONSIDER THE PROJECTIONS TO BE A RELIABLE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED UPON AS SUCH. NEITHER PARENT, PURCHASER NOR THE COMPANY, NOR ANY OF THEIR FINANCIAL ADVISORS NOR THE DEALER MANAGER ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OF THESE PROJECTIONS. NONE OF PARENT, PURCHASER, THE COMPANY, THEIR RESPECTIVE ADVISORS OR THE DEALER MANAGER HAS MADE, OR MAKES, ANY REPRESENTATION TO ANY PERSON 9 12 REGARDING THE INFORMATION CONTAINED IN THE PROJECTIONS AND NONE OF THEM INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE SHOWN TO BE IN ERROR. WHILE PRESENTED WITH NUMERICAL SPECIFICITY, THESE PROJECTIONS ARE BASED UPON A VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE COMPANY WHICH MAY NOT BE REALIZED AND ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY AND MANY OF WHICH ARE DESCRIBED IN MORE DETAIL UNDER ITEM 6, "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS", IN THE COMPANY 10-K. THERE CAN BE NO ASSURANCE THAT THE PROJECTIONS WILL BE REALIZED, AND ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE SHOWN. 8. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser is a Delaware corporation incorporated on February 17, 1999 and to date has engaged in no activities other than those incident to its formation, the execution and delivery of the Merger Agreement and each Stockholder Agreement and the commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. The principal executive offices of Purchaser are located at 10260 Campus Point Drive, San Diego, California 92121. Parent is a Delaware corporation. It is principally engaged in providing diversified professional and technical services and in designing, developing and manufacturing high-technology products. A large part of Parent's technical services and products are sold to departments and agencies of the U.S. Government. The balance of Parent's sales are made to foreign, state and local governments, commercial customers and others. The principal executive offices of Parent are located at 10260 Campus Point Drive, San Diego, California 92121. The name, business address, principal occupation or employment, five year employment history and citizenship of each director and executive officer of Parent and Purchaser are set forth on Schedule I hereto. 10 13 The following selected consolidated financial data relating to Parent and its subsidiaries has been taken or derived from the audited financial statements contained in Parent's annual report on Form 10-K for the fiscal years ended January 31, 1997 and 1998 (the "Parent 10-Ks") and the unaudited financial statements contained in Parent's quarterly reports on Form 10-Q for its fiscal quarters ended October 31, 1997 and 1998. More comprehensive financial information is included in such Parent 10-Ks, quarterly reports and the other documents filed by Parent with the Commission, and the financial data set forth below is qualified in its entirety by reference to such Parent 10-Ks, quarterly reports and other documents and all of the financial statements and notes contained therein. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission in the same manner as set forth with respect to the Company in Section 7. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA
NINE MONTHS ENDED OCTOBER 31, (UNAUDITED) YEAR ENDED JANUARY 31, ------------------------------ ------------------------------------ 1998 1997 1998 1997 1996 ----------------- ---------- ---------- ---------- ---------- (AMOUNTS IN THOUSANDS, EXCEPT EARNINGS PER SHARE) INCOME STATEMENT DATA Revenues....................... $3,427,368 $2,039,896 $3,089,351 $2,402,224 $2,155,657 Cost of revenues............... 2,705,293 1,783,205 2,623,339 2,094,447 1,875,183 Income before income taxes..... 225,948 99,076 158,493 113,209 102,314 Net income..................... 117,307 54,492 84,794 63,680 57,296 Earnings per share(1): Basic.......................... 2.11 1.07 1.65 1.30 1.19 Diluted........................ 1.95 1.01 1.55 1.23 1.14 Common equivalent shares: Basic.......................... 55,088 51,001 51,349 49,157 48,143 Diluted........................ 59,609 54,195 54,806 51,738 50,285
OCTOBER 31, (UNAUDITED) JANUARY 31, ------------------------ ---------------------------------- 1998 1997 1998 1997 1996 ----------- ---------- ---------- ---------- -------- (AMOUNTS IN THOUSANDS) BALANCE SHEET DATA Current assets...................... $1,343,425 $ 973,007 $1,175,800 $ 711,215 $594,227 Total assets........................ 2,567,408 1,288,870 2,415,234 1,012,462 859,290 Current liabilities................. 1,052,049 548,730 1,081,212 440,662 367,042 Working capital..................... 291,376 424,277 94,588 270,553 227,185 Long-term debt...................... 138,250 29,447 145,958 15,227 15,592 Deferred income taxes and other long-term liabilities............ 385,712 42,464 425,618 29,114 18,524 Stockholders' equity................ 980,390 663,811 754,778 527,459 458,132
- --------------- (1) Earnings per share has been restated for 1997 and 1996 to conform with the new Statement of Financial Accounting Standards No. 128, "Earnings per Share." Parent has never declared or paid cash dividends on its capital stock and no cash dividends are presently contemplated. Parent is subject to the informational filing requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Parent is required to disclose in such proxy statements certain information, as of particular dates, concerning its directors and officers, their remuneration, stock options granted to them, the principal holders of its securities and any material interests of such persons in 11 14 transactions with Parent. Such reports, proxy statements and other information should be available for inspection and copying at the offices of the Commission in the same manner as set forth with respect to the Company in Section 7. Except as described in this Offer to Purchase, (i) neither Parent nor Purchaser nor, to the best of their knowledge, any of the persons listed in Schedule I hereto, nor any associate or majority-owned subsidiary of any of the foregoing beneficially owns, or has any right to acquire, directly or indirectly, any Shares and (ii) neither Parent nor Purchaser nor, to the best of their knowledge, any of the persons or entities referred to above or any director, executive officer or subsidiary of any of the foregoing, has effected any transaction in Shares during the past 60 days. Except as described in this Offer to Purchase, neither Parent nor Purchaser nor, to the best of their knowledge, any of the persons listed in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, division of profits or loss or the giving or withholding of proxies. Except as set forth in this Offer to Purchase, since February 1, 1996, neither Parent, Purchaser nor, to the best of their knowledge, any of the persons listed in Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors, or affiliates that is required to be reported under the rules and regulations of the Commission applicable to the Offer. Except as set forth in this Offer to Purchase, since February 1, 1996, there have been no contacts, negotiations or transactions between Parent, Purchaser or any of their subsidiaries or, to the best knowledge of Parent and Purchaser, any of the persons listed in Schedule I hereto, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. 9. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required by Purchaser to purchase Shares pursuant to the Offer and to pay related fees and expenses is estimated to be approximately $54.9 million. Purchaser will obtain such funds through a capital contribution from Parent. Parent will obtain such funds from its general corporate funds. 10. BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY. In early 1994, representatives of Bell Atlantic contacted representatives of Parent to determine whether Parent was interested in acquiring Bell Atlantic's subsidiary, Bell Atlantic Healthcare Systems, Inc. Although Parent entered into a non-binding letter of intent with Bell Atlantic with respect to a possible acquisition, Parent ultimately elected not to pursue the acquisition. On April 19, 1994, HCS Holdings Corp. acquired all of the stock of Bell Atlantic Healthcare Systems, Inc. for $7 million in cash. After the acquisition, Bell Atlantic Healthcare Systems, Inc. was renamed Oacis Healthcare Systems, Inc. and HCS Holdings Corp. was renamed Oacis Healthcare Holdings Corp. During the years following the acquisition, Parent and the Company entered into a range of commercial relationships, including an agreement between Parent and Oacis Healthcare Systems, Inc. (the "License Agreement") dated January 29, 1996 pursuant to which Parent licensed to Oacis Healthcare Systems, Inc. certain technology which is currently marketed under the name "Enterprise Member Patient Index" or "EMPI" and which was at the time being developed by Parent. In consideration of the grant of the license and in accordance with the License Agreement the Company made one payment in the amount of $400,000 in 1997 and one payment in the amount of $300,000 in 1998 to Parent. On August 7, 1998, Tracy Trent, Group Senior Vice President of Parent, met with Jim McCord, the Company's Chief Executive Officer, to discuss various aspects of the commercial relationships between Parent and the Company. In mid-October, 1998 Covington informed Parent that the Company was exploring strategic alternatives and inquired as to Parent's potential interest in acquiring the Company. On November 4, 1998, Parent and the Company entered into a non-disclosure agreement and Parent began its due diligence review of the Company. 12 15 On November 24, 1998, the Company's management team made a presentation to a group of executives of Parent. Throughout the remainder of November and December, representatives of Parent, the Company and Covington held discussions regarding a range of financial and operational aspects of a potential acquisition transaction. In addition, Parent indicated to the Company that it would proceed with an acquisition of the Company only if certain principal stockholders of the Company executed agreements pursuant to which such stockholders would agree, among other things, to support any acquisition of the Company by Parent. Between January 5, 1999 and January 8, 1999, representatives of Parent and the Company had further discussions concerning the proposed structure of a possible acquisition. On January 8, 1999, the Board of Directors of Parent initially considered the possible acquisition of the Company and gave tentative approval for Parent to enter into formal negotiations with the Company. On January 15, 1999, Parent and the Company entered into an agreement (the "Exclusivity Agreement") requiring the Company to cease all discussions and negotiations with other parties and, subject to certain exceptions, to negotiate exclusively with Parent until no later than February 15, 1999. The Exclusivity Agreement also provided that the Company would reimburse Parent for expenses incurred by Parent in the event the Company failed to engage in good faith negotiations or if, in accordance with the fiduciary duties of the Company's Board of Directors, the Company engaged in discussions with another potential bidder. On February 13, 1999, the Company extended the exclusivity period from February 15, 1999 to February 19, 1999. During this period, Parent and the Company continued negotiations, and Parent continued its due diligence investigation. On February 11, 1999, the Executive Committee of Parent's Board of Directors (the "Executive Committee") held a meeting by teleconference to consider further the potential acquisition of the Company. At such meeting, the Executive Committee approved an acquisition of the Company by Parent, subject to the final approval of the terms and conditions of the transaction by J. Robert Beyster, Chairman, Chief Executive Officer and President of Parent. Between January 15, 1999 and February 21, 1999, Parent conducted additional due diligence and the Company, Covington, Cooley Godward LLP, the Company's counsel ("Company Counsel"), Parent and Davis Polk & Wardwell, Parent's counsel, had numerous discussions and continued negotiations with respect to the purchase price, the draft of the definitive agreement, employment-related issues and other material terms and conditions of the transaction. On February 20, 1999, Dr. Beyster met with, among others, management members of the Parent's Health Solutions Group to discuss further the terms and conditions of the transaction and the resolution of certain due diligence items and, based upon such discussions, approved the Merger Agreement, the Stockholder Agreements and other related documents. On February 21, 1999, the Merger Agreement and the Stockholder Agreements were executed. The transaction was publicly announced on February 22, 1999. 11. THE MERGER AGREEMENT; OTHER ARRANGEMENTS. MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1. Such summary is qualified in its entirety by reference to the Merger Agreement. The Offer. The Merger Agreement provides for the making of the Offer. The obligation of Purchaser to accept for payment or pay for Shares tendered pursuant to the Offer is subject to the satisfaction of the Minimum Condition and certain other conditions that are described in Section 16. Purchaser has agreed that no change in the Offer may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer or which imposes conditions to the Offer in addition to the Minimum Condition and those conditions described in Section 16. Purchaser may, without the consent of the Company, (i) extend the Offer, if at any scheduled or extended expiration date of the Offer any of the 13 16 conditions set forth in Section 16 below or the Minimum Condition is not satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or the staff thereof applicable to the Offer or any period required by applicable law and (iii) extend the Offer on one or more occasions, if on such expiration date there has not been validly tendered in accordance with the term of the Offer and not withdrawn at least a majority of the outstanding Shares. For a description of Purchaser's right to extend the period of time during which the Offer is open and to amend, delay or terminate the Offer, see Sections 15 and 16. The Merger. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, at the time at which the Company and Purchaser file a Certificate of Merger with the Secretary of State of the State of Delaware (the "Certificate of Merger") or at such later time as is specified in the Certificate of Merger (the "Effective Time"), Purchaser shall be merged with and into the Company in accordance with Delaware Law. As a result of the Merger, the separate corporate existence of the Purchaser will cease and the Company will be the Surviving Corporation. At the Effective Time, (i) each Share held in the treasury of the Company or owned by Parent or any Subsidiary thereof (including Purchaser) shall be canceled, and no payment shall be made with respect thereto; (ii) each share of common stock of Purchaser then outstanding shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iii) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in (i) above and except Shares as to which appraisal rights have been properly exercised under Delaware Law, be converted into the right to receive $4.45 per Share in cash, without interest (the "Merger Consideration"). At the Effective Time, the certificate of incorporation of Purchaser in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be "Oacis Healthcare Holdings Corp." The bylaws of Purchaser in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Purchaser at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation. Stock Options. The Merger Agreement provides that at the Effective Time, each option to purchase Shares outstanding under any employee stock option or compensation plan or arrangement of the Company (other than the Company's 1996 Employee Stock Purchase Plan (the "Stock Purchase Plan")), whether or not such option is then yet vested or exercisable, shall be canceled and Parent will pay the option holder in cash at the Effective Time for each option an amount determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such option by (ii) the number of Shares to which such option relates. Employee Stock Purchase Plan. The Merger Agreement provides that as of the Effective Time, the Stock Purchase Plan shall be terminated. Parent shall pay each participant under such Stock Purchase Plan in cash at the Effective Time an amount determined by multiplying (i) the Merger Consideration per Share by (ii) the number of shares such participant could have purchased under the Stock Purchase Plan based on his or her account balance under such Stock Purchase Plan immediately prior to the Effective Time. After the Effective Time, employees of the Company will be eligible to participate in Parent's 1998 Employee Stock Purchase Plan. Stockholder Meeting; Proxy Material. The Merger Agreement provides that the Company shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable following the consummation of the Offer for the purpose of voting on the approval and adoption of the Merger Agreement, unless a vote is not required under Delaware Law. Subject to fiduciary obligations under applicable law as advised in writing by Company Counsel, the Board of Directors of the Company shall recommend such approval and adoption of the Merger Agreement. In connection with such meeting, the Company will (a) promptly prepare and file with the Commission, will use its best efforts to have cleared by the Commission 14 17 and will thereafter mail to its stockholders as promptly as practicable the Company's proxy statement and all other proxy materials for such meeting, (b) use its best efforts to obtain the necessary approvals by its stockholders of the Merger Agreement and the Merger and (c) otherwise comply with all legal requirements applicable to such meeting. Dissenting Shares. Notwithstanding any provision of the Merger Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by a stockholder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Delaware Law shall not be converted into the right to receive the consideration otherwise payable in the Merger, unless such stockholder fails to perfect or withdraws or otherwise loses his right to appraisal. If after the Effective Time such stockholder fails to perfect or withdraws or loses his right to appraisal, such Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the consideration otherwise payable in the Merger. The Company shall give Parent prompt notice of any demands received by the Company for the appraisal of Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. Agreements of Parent, Purchaser and the Company. The Merger Agreement provides that effective upon acceptance for payment by Purchaser pursuant to the Offer of a number of Shares that satisfies the Minimum Condition, Parent shall be entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this paragraph) multiplied by (ii) the percentage that the number of Shares beneficially owned by Parent (including Shares accepted for payment) bears to the total number of Shares outstanding. The Company has agreed in the Merger Agreement to take all actions necessary to cause Parent's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors. The Company will use its best efforts to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board of Directors of (a) each committee of the Board and (b) each board of directors (and committee thereof) of each Subsidiary. Notwithstanding the foregoing, the Company shall use its best efforts to cause at least two members of the Company's Board of Directors as of the date of the Merger Agreement who are not employees of the Company to remain members of the Board of Directors until the Effective Time. If Parent exercises its right to designate directors, Parent currently intends to designate one or more of the following persons to serve as directors of the Company: J. Robert Beyster, David A. Cox, John E. Glancy, William A. Roper, Jr., Tracy Trent, Peter N. Pavlics, Douglas E. Scott, J. Dennis Heipt, Kevin A. Werner. The foregoing information and certain other information contained in this Offer to Purchase and Schedule I hereto and in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") being mailed to stockholders herewith are being provided in accordance with the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Pursuant to the Merger Agreement, the Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable following consummation of the Offer for the purpose of voting on the approval and adoption of the Merger Agreement, unless a vote shall not be required under Delaware Law. The directors of the Company shall, except as may be required in order to comply with the fiduciary duties of the Board of Directors under applicable law, recommend approval and adoption of this Agreement by the Company's stockholders. The Merger Agreement provides that the Company will promptly prepare and file with the Commission under the Exchange Act a proxy statement relating to the Company Stockholder Meeting (the "Company Proxy Statement"). The Company has agreed to use its best efforts to obtain the necessary approvals by its stockholders of the Merger Agreement and the transactions contemplated thereby and to otherwise comply with all legal requirements applicable to the Company Stockholder Meeting. 15 18 The Merger Agreement provides that, during the period from the date of the Merger Agreement and until the Effective Time, the Company and the Subsidiaries (as hereinafter defined) shall conduct their business in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. In addition, from the date of the Merger Agreement until the Effective Time: (a) the Company will not adopt or propose any change in its Certificate of Incorporation or bylaws; (b) the Company will not, and will not permit any Subsidiary to, merge or consolidate with any other Person or acquire a material amount of assets of any other Person (as hereinafter defined); (c) the Company will not, and will not permit any Subsidiary to, sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practice; (d) the Company will not, and will not permit any Subsidiary to, settle or compromise any suit or claims or threatened suit or claim relating to the transactions contemplated by the Merger Agreement; (e) the Company will not, and will not permit any Subsidiary to (i) take, agree or commit to take any action that would make any representation and warranty of the Company contained in the Merger Agreement inaccurate in any respect at, or as of any time prior to, the Effective Time or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any time; and (f) the Company will not, and will not permit any Subsidiary to, agree or commit to do any of the foregoing. "Person" means an individual, corporation, limited liability company, partnership, association, trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof and "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by the Company. The Company has agreed in the Merger Agreement that, from the date of the Merger Agreement until the termination thereof, the Company and the Subsidiaries and the officers, directors, employees or other agents of the Company and the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal (as hereinafter defined) or (ii) except as may be required, in response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors of the Company under applicable law as advised in writing by Company Counsel, engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. The Company has agreed that it will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Parent after (i) the Company has received any Acquisition Proposal, (ii) the Company has been advised that any Person is considering making an Acquisition Proposal or (iii) the Company has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. The Company has agreed to keep Parent fully informed of the status and details of any such Acquisition Proposal or request. In addition, the Company has agreed that it shall not engage in negotiations with, or disclose any nonpublic information to, any such Person unless it receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than the Mutual Non-Disclosure Agreement (as hereinafter defined) between Parent and the Company. The Company has further agreed that it shall, and shall cause its Subsidiaries and the Company's directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal. "Acquisition Proposal" means any offer or proposal for a merger or other business combination involving the Company or any Subsidiary or the 16 19 acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any Subsidiary, other than the transactions contemplated by the Merger Agreement; however, Acquisition Proposal shall not include sales of products or services made in the ordinary course of business consistent with past practices. Parent, Purchaser and the Company have agreed that for six years after the Effective Time, Parent will cause the Surviving Corporation to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent provided under the Company's Certificate of Incorporation and bylaws in effect on the date of the Merger Agreement, provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. In addition, Parent has agreed that for six years after the Effective Time, Parent will cause the Surviving Corporation to use its best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement. Parent will not be obligated to cause the Surviving Corporation to pay premiums in excess of 150% of the amount per annum the Company paid in the twelve months ended December 31, 1998, which is $140,431. Representations and Warranties. The Merger Agreement contains customary representations and warranties of the parties thereto including representations by the Company as to its corporate existence and power, corporate authorization, governmental authorization, non-contravention, capitalization, subsidiaries, Commission filings, financial statements, disclosure documents, absence of certain changes, certain material contracts, absence of undisclosed material liabilities, litigation, taxes, employee matters, compliance with laws, finders' fees, patents and other proprietary rights, real property, environmental matters and year 2000 compliance. Conditions to the Merger. The Merger Agreement provides that the respective obligations of each party to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by Delaware Law, the Merger Agreement shall have been adopted by the stockholders of the Company in accordance with such law; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; and (d) Parent shall have purchased Shares pursuant to the Offer. Termination. The Merger Agreement provides that it may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding any approval of the Merger Agreement by the stockholders of the Company: (a) by mutual written consent of the Company and Parent; (b) by either the Company or Parent, if the Offer has not been consummated by June 30, 1999; (c) by either the Company or Parent, if there shall be any law or regulation that makes consummation of the Offer or the Merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Parent or the Company from consummating the Offer or the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable; (d) by Parent, if the Merger Agreement shall not have been approved and adopted by a majority of the Shares entitled to vote as required under Delaware Law by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof; (e) by Parent, in the event of any breach by any stockholder of any of such stockholder's obligations under any of the Stockholder Agreements; 17 20 (f) by Parent, if (i) the Company shall have entered into, or shall have publicly announced its intention to enter into, an agreement with respect to any Acquisition Proposal, or (ii) the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Parent such Board approval or recommendation of the Offer or the Merger; (g) by Parent, if the Company shall have breached or failed to observe or perform certain representations or obligations under the Merger Agreement; or (h) by the Company, upon payment to Parent of a fee (as described below under "Fees and Expenses"), if prior to a duly called meeting of the stockholders of the Company for the purpose of voting on the approval and adoption of the Merger Agreement, the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the Merger in order to permit the Company to execute an agreement in connection with an Acquisition Proposal with respect to the Company which the Board of Directors of the Company determines in good faith (based on the presentation of an investment banking firm of national reputation) to be more favorable to the Company's stockholders than the Merger. In the event of the termination of the Merger Agreement, the Merger Agreement provides that it will become void and of no effect with no liability thereunder on the part of any party thereto except that (a) the provisions of the Merger Agreement related to fees and expenses (as described below under "Fees and Expenses") and certain other provisions of the Merger Agreement shall survive termination and (b) no such termination shall relieve any party of any liability or damages resulting from any breach by that party of the Merger Agreement. Fees and Expenses. The Merger Agreement provides that all costs and expenses incurred in connection with the Merger Agreement shall be paid by the party incurring such costs and expenses. Notwithstanding the above, the Merger Agreement provides that the Company shall pay Parent a fee in immediately available funds equal to $2,500,000 promptly, but in no event later than two business days, if: (i) the Merger Agreement is terminated in accordance with clauses (e) through (h) under "Termination" above; or (ii) (A) prior to the termination of the Merger Agreement, an Acquisition Proposal is commenced, publicly proposed or publicly disclosed and (B) the Merger Agreement is terminated pursuant to (b) or (d) under "Termination" above. Amendments; No Waivers. The Merger Agreement provides that any provision of the Merger Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Purchaser or, in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of the Merger Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iii) any of the terms or conditions of the Merger Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. The Merger Agreement also provides that failure or delay by any party in exercising any right, power or privilege under the Merger Agreement shall not operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in the Merger Agreement are cumulative and not exclusive of any rights or remedies provided by law. THE STOCKHOLDER AGREEMENTS The following is a summary of the Stockholder Agreements entered into between Purchaser and the following stockholders of the Company: Information Partners Capital Fund, L.P., BCIP Associates, BCIP Trust Associates, L.P., Sutter Hill Ventures, InterWest Partners V, L.P., IMS Health Incorporated, Sequoia 18 21 Capital Growth Fund, Sequoia Technology Partners III, WPG Enterprise Fund II, L.L.C., and Weiss, Peck & Greer Venture Associates III, L.L.C. (each a "Stockholder"), copies of which are filed as Exhibits to the Schedule 14D-1. The following summary is qualified in its entirety by reference to the Stockholder Agreements. Agreement to Tender. Pursuant to the Stockholder Agreements, each Stockholder irrevocably and unconditionally agrees to validly tender (and not withdraw), pursuant to and in accordance with the terms of the Offer, all of the shares of capital stock of the Company that such Stockholder beneficially owns as of the date of the Stockholder Agreement as well as any additional shares of capital stock of the Company that such Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date of the Stockholder Agreement and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "Stockholder Shares"). Within five business days after the commencement of the Offer, such Stockholder shall deliver to the Depositary (i) a letter of transmittal with respect to the Stockholder Shares complying with the terms of the Offer, (ii) certificates representing all of the Stockholder Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. Voting Agreements. Pursuant to the Stockholder Agreements, each Stockholder irrevocably and unconditionally agrees to vote or cause to be voted all shares that such Stockholder is entitled to vote at the time any vote of the stockholders of the Company is taken on such matters in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. Grant of Proxy. Pursuant to the Stockholder Agreements, each Stockholder irrevocably and unconditionally grants a proxy appointing Purchaser as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by the section on "Voting Agreement" above as Purchaser or its proxy or substitute shall, in Purchaser's sole discretion, deem proper with respect to the Shares. Other Offers. According to the Stockholder Agreements, from the date thereof until the termination thereof, each Stockholder and the officers, directors, employees or other agents of such Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Purchaser after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. Stockholder will keep Purchaser fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. Representations and Warranties. The Stockholder Agreements contain customary representations and warranties of the parties thereto. No Proxies for or Encumbrances on Stockholder Shares. Except pursuant to the terms of the Stockholder Agreements, each Stockholder agrees that, without the prior written consent of Purchaser, such Stockholder will not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other 19 22 agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, encumber, mortgage or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Stockholder Shares during the term of the Stockholder Agreements. Appraisal Rights. Each Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Stockholder Shares which may arise with respect to the Merger. Amendments; Termination. Any provision of the Stockholder Agreements may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party or in the case of a waiver, by the party against whom the waiver is to be effective. Each Stockholder Agreement will terminate on the earlier to occur of the consummation of the Merger or 18 months after the date of the Stockholder Agreement. EMPLOYMENT MATTERS On February 19, 1999, Parent concluded retention letter agreements (the "Retention Letter Agreements") with several employees of the Company, namely with Louis Bunz, John Churin, Louis Delzompo, Stephen Ghiglieri, Jim Kennick, Richard Larsen, Jim McCord, and Lee Ann Slinkard. The agreements provide for, among other things, the employee's 1999 salary, guaranteed bonus and employee benefits as well as a special retention package. On February 19, 1999 and February 20, 1999 Parent also concluded non-solicitation agreements (the "Non-Solicitation Agreements") with the employees named above, which provide, among other things, that, if the employee ceases to be employed by the Company or by Parent, the employee shall not solicit any person employed by the Company or by Parent to terminate such person's employment. On February 20, 1999, the Company, Oacis Healthcare Systems, Inc. and John Kingery entered into an amendment to executive severance benefits agreement (the "Amendment to Executive Severance Benefits Agreement") providing for, among other things, termination of Mr. Kingery's employment with the Company and payment to him of severance in the gross amount of $325,000. Copies of the Retention Letter Agreements, the Non-Solicitation Agreements and the Amendment to Executive Severance Benefits Agreement are filed as Exhibits to the Schedule 14D-1 and the foregoing summary is qualified in its entirety by reference to the agreements. MUTUAL NON-DISCLOSURE AGREEMENT Parent and the Company executed a mutual non-disclosure agreement on November 4, 1998 (the "Mutual Non-Disclosure Agreement"). Each party has agreed therein that at all times until termination or expiration of the Mutual Non-Disclosure Agreement it will hold in strict confidence and not disclose to any third party confidential information of the other party, except as approved in writing by such other party, and will use confidential information for no purpose other than evaluating or pursuing a business relationship with the other party. A copy of such agreement is filed as an Exhibit to the Schedule 14D-1 and the foregoing summary is qualified in its entirety by reference to such agreement. EXCLUSIVITY AGREEMENT In the Exclusivity Agreement entered into on January 15, 1999 by Parent and the Company, the Company, subject to certain exceptions, agreed to negotiate exclusively with Parent with respect to a possible acquisition of the Company until February 15, 1999. The Exclusivity Agreement also provided that the Company would reimburse Parent for expenses incurred by Parent in the event the Company failed to engage in good faith negotiations or if, in accordance with the fiduciary duties of the Company's Board of Directors, the Company engaged in discussions with another potential bidder. On February 13, 1999, the Company extended the exclusivity period from February 15, 1999 to February 19, 1999. A copy of such agreement and the amendment letter are filed as Exhibits to the Schedule 14D-1 and the foregoing summary is qualified in its entirety by reference to such agreement and amendment. 20 23 12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. In connection with its consideration of the Offer, Purchaser has made a preliminary review, and will continue to review, on the basis of available information, various possible business strategies that it might consider in the event that it acquires control of the Company. Such strategies are expected to include the integration of certain assets or lines of business of the Company with those of Purchaser. If Purchaser acquires Shares pursuant to the Offer, and depending upon the number of Shares so acquired, Purchaser intends to conduct a detailed review of the Company and its assets, businesses, operations, properties, policies, corporate structure, capitalization and the responsibilities and qualifications of the Company's management and personnel and consider what, if any, changes Purchaser deems desirable in light of the circumstances which then exist. The Board of Directors of the Company has approved and adopted the Merger and the Merger Agreement. Depending upon the number of Shares purchased by Purchaser pursuant to the Offer, the Board may be required to submit the Merger Agreement to the Company's stockholders for approval at a stockholder's meeting convened for that purpose in accordance with Delaware Law. If stockholder approval is required, the Merger Agreement must be approved by a majority of all votes entitled to be cast at such meeting. If the Minimum Condition is satisfied, Purchaser will have sufficient voting power to approve the Merger Agreement at the Company Stockholder Meeting without the affirmative vote of any other stockholder. If Purchaser acquires at least 90% of the Shares pursuant to the Offer, the Merger may be consummated without a stockholders' meeting and without the approval of the Company's stockholders. Under Delaware Law, holders of Shares do not have appraisal rights as a result of the Offer. In connection with the Merger, however, stockholders of the Company may have the right to dissent and demand appraisal of their Shares under Delaware Law. Dissenting stockholders who comply with the applicable statutory procedures under Delaware Law will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of such merger or similar business combination) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Merger and the market value of the Shares. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the consideration per Share paid in such a merger or other similar business combination. Moreover, Purchaser may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer. In addition, several decisions by Delaware courts have held that, in certain circumstances a controlling stockholder of a company involved in a merger has a fiduciary duty to other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court stated in Weinberger and Rabkin v. Philip A. Hunt Chemical Corp. that the remedy ordinarily available to minority stockholders in a cash-out merger is the right to appraisal described above. However, a damages remedy or injunctive relief may be available if a merger is found to be the product of procedural unfairness, including fraud, misrepresentation or other misconduct. On February 20, 1999, John Kingery, Fred Goad, Dennis Sisco and Jim McCord resigned from the Company's Board of Directors effective upon the purchase of the Shares tendered in the Offer. In addition, the Stockholder Agreements provide that each stockholder party to such agreement shall cause all directors affiliated with such stockholder to resign from the Company's Board of Directors upon the consummation of 21 24 the Offer. Such resignations are sufficient for Parent to designate up to eight out of nine directors of the Company following the consummation of the Offer. Except as described above or elsewhere in this Offer to Purchase, Purchaser has no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation or relocation of any operations), any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, any change in the Company's Board of Directors or management, any material change in the Company's capitalization or dividend policy or any other material change in the Company's corporate structure or business. 13. EFFECT OF THE OFFER ON THE MARKET FOR SHARES; STOCK QUOTATIONS; REGISTRATION UNDER THE EXCHANGE ACT. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than Purchaser. Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer price. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion in the Nasdaq National Market. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continuing inclusion in the Nasdaq National Market, the market for the Shares could be adversely affected. According to Nasdaq's published listing requirements, in order for the Shares to be eligible for continued inclusion in the Nasdaq National Market, there must continue to be, among other things, a public float of 750,000 shares, held by at least 400 stockholders (round lot holders), with a market value of at least $5 million. If the Shares were no longer eligible for inclusion in the Nasdaq National Market, they may nevertheless continue to be included in the Nasdaq SmallCap Market unless, among other things, the public float was less than 500,000 shares, or there were fewer than 300 stockholders (round lot holders) in total, or the market value of public float was less than $1 million. If the Shares are no longer eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market, the Shares might still be quoted on the OTC Bulletin Board. The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, the Shares might no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations and, therefore, could no longer be used as collateral for loans made by brokers. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of the Company to the Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to holders of Shares and to the Commission and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14 in connection with a stockholder's meeting and the related requirement of an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions, no longer applicable to the Shares. Furthermore, "affiliates" of the Company and persons holding "restricted securities" of the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or eligible for listing or Nasdaq reporting. Purchaser intends to seek to cause the Company to terminate registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration of the Shares are met. 14. DIVIDENDS AND DISTRIBUTIONS. If on or after February 21, 1999, the Company should (i) split, combine or otherwise change the Shares or its capitalization, (ii) acquire or otherwise cause a reduction in the 22 25 number of outstanding Shares or (iii) issue or sell any additional Shares (other than Shares issued pursuant to and in accordance with the terms in effect on February 21, 1999 of employee stock options), shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights, or warrants, conditional or otherwise, to acquire any of the foregoing, then, without prejudice to Purchaser's rights under Sections 15 and 16, Purchaser may, in its sole discretion, make such adjustments in the purchase price and other terms of the Offer as it deems appropriate including the number or type of securities to be purchased. If, on or after February 21, 1999, the Company should declare or pay any dividend on the Shares or any distribution with respect to the Shares (including the issuance of additional Shares or other securities or rights to purchase any securities) that is payable or distributable to stockholders of record on a date prior to the transfer to the name of Purchaser or its nominee or transferee on the Company's stock transfer records of the Shares purchased pursuant to the Offer, then, without prejudice to Purchaser's rights under Sections 15 and 16, (i) the purchase price per Share payable by Purchaser pursuant to the Offer will be reduced to the extent of any such cash dividend or distribution and (ii) the whole of any such non-cash dividend or distribution to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for the account of Purchaser and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for the account of Purchaser, accompanied by appropriate documentation of transfer, or (b) at the direction of Purchaser, be exercised for the benefit of Purchaser, in which case the proceeds of such exercise will promptly be remitted to Purchaser. Pending such remittance and subject to applicable law, Purchaser will be entitled to all rights and privileges as owner of any such non-cash dividend or distribution or proceeds thereof and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion. The Merger Agreement prohibits the Company from taking any of the foregoing actions without Parent's consent. 15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. Purchaser reserves the right, at any time or from time to time, in its sole discretion and regardless of whether or not any of the conditions specified in Section 16 shall have been satisfied, (i) to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and by making a public announcement of such extension or (ii) subject to the terms of the Merger Agreement, to amend the Offer in any respect by making a public announcement of such amendment. There can be no assurance that Purchaser will exercise its right to extend or amend the Offer. If Purchaser decreases the percentage of Shares being sought or increases or decreases the consideration to be paid for Shares pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified below, the Offer will be extended until the expiration of such period of 10 business days. If Purchaser makes a material change in the terms of the Offer (other than a change in price or percentage of securities sought) or in the information concerning the Offer, or waives a material condition of the Offer, Purchaser will extend the Offer, if required by applicable law, for a period sufficient to allow stockholders to consider the amended terms of the Offer. In a published release, the Commission has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Condition is a material change in the terms of an offer. The release states that an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to security holders, and that if material changes are made with respect to information that approaches the significance of price and share levels, a minimum of 10 business days may be required to allow adequate dissemination and investor response. The term "business day" shall mean any day other than Saturday, Sunday or a federal holiday and shall consist of the time period from 12:01 A.M. through 12:00 Midnight, New York City time. Purchaser also reserves the right, in its sole discretion, in the event any of the conditions specified in Section 16 shall not have been satisfied and so long as Shares have not theretofore been accepted for payment, 23 26 to delay (except as otherwise required by applicable law) acceptance for payment of or payment for Shares or to terminate the Offer and not accept for payment or pay for Shares. If Purchaser extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf of Purchaser, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in Section 3. The reservation by Purchaser of the right to delay acceptance for payment of or payment for Shares is subject to applicable law, which requires that Purchaser pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. Without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement other than by making a release to the Dow Jones News Service. In the case of an extension of the Offer, Purchaser will make a public announcement of such extension no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. 16. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, subject to the terms of the Merger Agreement, Purchaser is not required to accept for payment or pay for any Shares tendered pursuant to the Offer, and may terminate the Offer, if (i) the Minimum Condition has not been satisfied by June 30, 1999, (ii) the applicable waiting period under the HSR Act shall not have expired or been terminated by June 30, 1999, or (iii) at any time on or after February 21, 1999 and prior to the acceptance for payment of Shares, any of the following conditions exist: (a) there shall be threatened, instituted or pending any action, suit, investigation or proceeding (collectively a "Proceeding") (1) by any Person, foreign or domestic (except a government or governmental authority or agency, domestic or foreign (each, a "Governmental Authority")), if there is a reasonable possibility that such Proceeding will be decided in such Person's favor or (2) by any Governmental Authority, in any case, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares pursuant to the Offer or the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Offer or the Merger, (ii) seeking to restrain or prohibit Parent's ownership or operation (or that of its subsidiaries or Affiliates, as hereinafter defined) of all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or of Parent and its subsidiaries, taken as a whole, or to compel Parent or any of its subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or of Parent and its subsidiaries, taken as a whole, (iii) seeking to impose or confirm material limitations on the ability of Parent or any of its subsidiaries or Affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Parent or any of its subsidiaries or Affiliates on all matters properly presented to the Company's stockholders, (iv) seeking to require divestiture by Parent or any of its subsidiaries or Affiliates of any Shares, or (v) that otherwise would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as hereinafter defined) on the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole; or (b) there shall be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer or the Merger, by any court, government or governmental authority or agency, domestic or foreign other than the application of the waiting period provisions of the HSR Act to the Offer or the Merger that is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; or 24 27 (c) the Company shall have breached or failed to perform in any material respect any of its covenants or agreements under the Merger Agreement, or any of the representations and warranties of the Company set forth in the Merger Agreement shall not be true when made or at any time prior to consummation of the Offer as if made at and as of such time; provided, however, that in the event that the Company's representations regarding year 2000 compliance are not true, then Parent shall be required to accept for payment and pay for all Shares validly tendered and not withdrawn, so long as the Company has (i) cured such inaccuracy prior to the consummation of the Offer or (ii) demonstrated to Parent that such inaccuracy can be cured without having a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; or (d) the Company shall have entered into, or shall have publicly announced its intention to enter into, an agreement or an agreement in principle with respect to any Acquisition Proposal or the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Parent the Board's approval or recommendation of the Offer or the Merger; or (e) any Person or group (as defined in Section 13(d)(3) of the Exchange Act) (other than Parent, the Purchaser or any Affiliate thereof) shall have acquired beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act) of a majority of the outstanding Shares through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 50% of the Shares; or (f) the Merger Agreement shall have been terminated in accordance with its terms, which in the reasonable judgment of Parent in any such case, and regardless of the circumstances (including any action or omission by Parent) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. "Affiliate" of any Person means any other Person controlling, controlled by or under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise and a "Material Adverse Effect" is a circumstance which could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects of the Company and the Subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, as the case may be. The foregoing conditions are for the sole benefit of Parent and Purchaser and may, subject to the terms of the Merger Agreement, be waived by Parent and Purchaser in whole or in part at any time and from time to time in their discretion. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the Effective Time. 17. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. General. Purchaser is not aware of any material pending legal proceeding relating to the Offer. Based on its examination of publicly available information filed by the Company with the Commission and other publicly available information concerning the Company, Purchaser is not aware of any governmental license or regulatory permit that appears to be material to the Company's business that might be adversely affected by Purchaser's acquisition of Shares as contemplated herein or, except as set forth below, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by Purchaser as contemplated herein. Should any such approval or other action be required, Purchaser currently contemplates that, except as described below under "State Takeover Statutes" below, such approval or other action will be sought. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken adverse consequences might not result to the Company's business or certain parts of the Company's business might not have to be disposed of, any of which could cause Purchaser to elect to terminate the Offer without 25 28 the purchase of Shares thereunder. Purchaser's obligation under the Offer to accept for payment and pay for Shares is subject to certain conditions. See Section 16. State Takeover Statutes. A number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or which have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. Except as described herein, Purchaser does not know whether any of these laws will, by their terms, apply to the Offer or any merger or other business combination between Purchaser or any of its affiliates and the Company and has not complied with any such laws. To the extent that certain provisions of these laws purport to apply to the Offer or any such merger or other business combination, Purchaser believes that there are reasonable bases for contesting such laws. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States (the "Supreme Court") invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. If any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other merger or business combination between Purchaser or any of its affiliates and the Company, Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In such case, Purchaser may not be obligated to accept for payment or pay for any tendered Shares. See Sections 15 and 16. Antitrust. Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is subject to such requirements. Pursuant to the requirements of the HSR Act, Purchaser expects to file a Notification and Report Form with respect to the Offer and Merger with the Antitrust Division and the FTC on or about March 8, 1999. As a result, the waiting period applicable to the purchase of Shares pursuant to the Offer is expected to expire at 11:59 P.M., New York City time, 15 days after the such filing. However, prior to such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from Purchaser. If such a request is made, the waiting period will be extended until 11:59 P.M., New York City time, on the tenth day after substantial compliance by Purchaser with such request. Thereafter, such waiting period can be extended only by court order. A request is being made pursuant to the HSR Act for early termination of the waiting period applicable to the Offer. There can be no assurance, however, that the applicable 15-day HSR Act waiting period will be 26 29 terminated early. Shares will not be accepted for payment or paid for pursuant to the Offer until the expiration or early termination of the applicable waiting period under the HSR Act. See Section 16. Any extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. See Section 3. If Purchaser's acquisition of Shares is delayed pursuant to a request by the Antitrust Division or the FTC for additional information or documentary material pursuant to the HSR Act, the Offer may, but need not, be extended. The Antitrust Division and the FTC scrutinize the legality under the antitrust laws of transactions such as the acquisition of Shares by Purchaser pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of substantial assets of Parent or the Company. Private parties (including individual states) may also bring legal actions under the antitrust laws. Purchaser does not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See Section 16 for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions and Section 11 for termination rights in connection with certain proceedings. Appraisal Rights. If the Merger is consummated, stockholders of the Company may have the right to dissent and demand appraisal of their Shares under Delaware Law. See Section 12. Under Delaware Law, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Offer, the consideration per Share to be paid in the Merger and the market value of the Shares, including asset values and the investment value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the consideration per Share to be paid in the Merger. Other. Based upon Purchaser's examination of publicly available information concerning the Company, it appears that the Company and its Subsidiaries conduct business in a number of foreign countries. In connection with the acquisition of Shares pursuant to the Offer, the laws of certain of these foreign countries may require the filing of information with, or the obtaining of the approval of, governmental authorities therein. After commencement of the Offer, Purchaser will seek further information regarding the applicability of any such laws and currently intends to take such action as they may require, but no assurance can be given that such approvals will be obtained. If any action is taken prior to completion of the Offer by any such government or governmental authority, Purchaser may not be obligated to accept for payment or pay for any tendered Shares. See Sections 15 and 16. 18. FEES AND EXPENSES. Merrill Lynch is acting as Dealer Manager in connection with the Offer. Parent and Purchaser have agreed to pay the Dealer Manager reasonable and customary compensation in connection with the Offer. In addition, Parent and Purchaser have agreed to indemnify Merrill Lynch against certain liabilities, including certain liabilities under the federal securities laws. Parent has retained D.F. King & Co., Inc. to act as the Information Agent and ChaseMellon Shareholder Services, L.L.C., to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telex, telegraph and personal interviews and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities in connection therewith, including certain liabilities under the federal securities laws. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Manager, the Information Agent and the Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be 27 30 reimbursed by Parent or Purchaser for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. 19. MISCELLANEOUS. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Purchaser may, in its discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Shares in such jurisdiction. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. Purchaser has filed with the Commission a Tender Offer Statement on Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, furnishing certain additional information with respect to the Offer. The Schedule 14D-1 and any amendments thereto, including exhibits, may be examined and copies may be obtained from the offices of the Commission in the manner set forth in Section 7 of this Offer to Purchase (except that such information will not be available at the regional offices of the Commission). OSCAR ACQUISITION CORPORATION February 26, 1999 28 31 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS 1. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT. The name, business address, present principal occupation or employment and five-year employment history of each director and executive officer of Parent and certain other information are set forth below. Unless otherwise indicated below, the address of each director and officer is Science Applications International Corporation, 10260 Campus Point Drive, San Diego, California 92121. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Parent. All directors and officers listed below are citizens of the United States. Directors are identified by an asterisk.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYER AND NAME AND BUSINESS ADDRESS MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS - ------------------------------------------ --------------------------------------------------------
D. P. Andrews*................ Corporate Executive Vice President since January 1998 and a Director since October 1996. Mr. Andrews has held various positions with Parent since 1993, including serving as Executive Vice President for Corporate Development from October 1995 to January 1998. Prior to joining Parent, Mr. Andrews served as Assistant Secretary of Defense from 1989 to 1993. D. W. Baldwin................. Senior Vice President and Treasurer since January 1997. Mr. Baldwin has held various positions with Parent since 1978, including serving as a Senior Vice President from 1992. J. R. Beyster*................ Chairman of the Board, Chief Executive Officer and a Director of Parent since the Company was founded and President of Parent since 1998. Dr. Beyster is also a member of the Board of Directors of Purchaser and a director of Network Solutions, Inc. V. N. Cook*................... Director since 1990. Mr. Cook joined Parent in 1991 and served as Vice Chairman of the Board from 1992 to 1994. Mr. Cook was associated with IBM for 26 years until his retirement in 1989. Mr. Cook held several executive positions at IBM, including Vice President of IBM's Asia Pacific Corporation and President of IBM Federal System Division. He is also a member of the Board of Directors of KFX, Inc. and the Chairman of Visions International, Inc., an industry consulting firm. D. A. Cox..................... Executive Vice President since January 1998. Mr. Cox has held various positions with Parent since 1988, including serving as a Sector Vice President from 1996 to 1998. He is also President and a member of the Board of Directors of Purchaser. W. H. Demisch*................ Director since 1990. Mr. Demisch has been a Managing Director of BT Alex. Brown since 1993. From 1988 to 1993, he was Managing Director of UBS Securities, Inc. D. W. Dorman*................. Director since 1998. President and Chief Executive Officer of PointCast Incorporated ("PointCast") since November 1997 and Chairman of the Board of PointCast since February 1998. Previously, Mr. Dorman was the Executive Vice President of SBC Communications, Inc., a diversified telecommunications company, from August 1997 to November 1997, and the President and Chief Executive Officer of Pacific Bell Corporation ("Pacific Bell") since July 1994 and Chairman of the Board of Pacific Bell since March 1996. Prior thereto, he was associated with Sprint Corporation for 13 years, during which time he held several management positions, most recently as President of Sprint Business Services from 1993 to 1994. Mr. Dorman is also a member of the Board of Directors of 3Com Corporation and Scientific Atlantic Corporation. W. A. Downing*................ Director since 1996. General Downing, USA (Ret.) joined Parent as a part-time employee in March 1996. General Downing retired 32 from the United States Army in 1996. Prior to his retirement, General Downing served as the Commander in Chief of U.S. Special Operations Command. General Downing has also served as the Commanding General of U.S. Army Special Operations Command and Commanding General of Joint Special Operations Command. General Downing is also a member of the Board of Directors of NOVAVAX. J. E. Glancy*................. Corporate Executive Vice President since January 1994 and a Director of Parent since July 1994. Dr. Glancy has held various positions with Parent since 1976, including serving as a Sector Vice President from 1991 to 1994. Dr. Glancy is also a director of Network Solutions, Inc. J. D. Heipt................... Senior Vice President for Administration and Secretary of Parent since 1984. Mr. Heipt has held various positions with Parent since 1979. Mr. Heipt is also a director of Network Solutions, Inc. B. R. Inman*.................. Director since 1982. Admiral Inman, USN (Ret.) joined Parent in 1990 as a part-time employee and, in that capacity, advises Parent on a wide variety of strategic planning issues. Admiral Inman was the Chairman of the Board, President and Chief Executive Officer of Westmark Systems, Inc., an electronics industry holding company, from 1986 through 1989. From 1983 to 1986, Admiral Inman served as Chairman, President and Chief Executive Officer of Microelectronics and Computer Technology Corporation. Admiral Inman retired from the United States Navy in 1982. During his career as a United States Naval Officer, Admiral Inman served in a number of high-level positions in the U.S. Government, including Director of the National Security Agency and Deputy Director of Central Intelligence. Admiral Inman is also a member of the Board of Directors of Fluor Corporation, SBC Communications, Inc., Temple-Inland, Inc. and Xerox Corporation. A. K. Jones*.................. Director since 1998.(1) Dr. Jones has been a professor at the University of Virginia since 1989. From 1993 to 1997, Dr. Jones was on leave of absence from the University to serve as Director Defense Research and Engineering in the U.S. Department of Defense. H. M. J. Kraemer*............. Director since 1997. Mr. Kraemer has served as the President of Baxter International, Inc. ("Baxter"), a health-care products, systems and services company, since April 1997. Prior thereto, Mr. Kraemer served as the Senior Vice President and Chief Financial Officer of Baxter from November 1993 to April 1997 and as the Vice President of Finance and Operations of Baxter from 1990 to 1993. Mr. Kraemer is also a member of the Board of Directors of Comdisco, Inc. and MedPartners, Inc. C. B. Malone*................. Director since 1993. Ms. Malone has served as the President of Financial & Management Consulting, Inc., a consulting company, since 1982. Ms. Malone is also a member of the Board of Directors of Dell Computer Corporation, Hannaford Bros. Co., Hasbro, Inc., Houghton Mifflin Company, The Limited Inc., Lafarge Corporation, Lowe's Companies, Mallinckrodt Group and Union Pacific Resources Corporation. J. W. McRary*................. Director since 1972.(2) Dr. McRary is the Chairman of the Board, President and Chief Executive Officer of Microelectronics and Computer Technology Corporation, a corporation involved in research and development of advanced computer architecture, software technology, component packaging and computer-aided design and manufacturing. Dr. McRary was an employee of Parent from 1971 to 1994 and served in various capacities, including serving as a Vice Chairman of the Board from 1988 to 1994. I-2 33 P. N. Pavlics................. Senior Vice President since January 1997 and Controller of Parent since 1993. Mr. Pavlics has held various positions with Parent since 1985, including serving as a Corporate Vice President from 1993 to January 1997. S. D. Rockwood*............... Executive Vice President of Parent since April 1997 and Director of Parent since 1996. Dr. Rockwood has held various positions with Parent since 1986, including serving as a Sector Vice President from 1987 to April 1997. W. A. Roper, Jr............... Senior Vice President and Chief Financial Officer of Parent since 1990. Mr. Roper is also Chief Financial Officer and a member of the Board of Directors of Purchaser. Mr. Roper is also a director of Network Solutions, Inc. R. A. Rosenberg............... Executive Vice President of Parent since 1992. Mr. Rosenberg has held various positions with the Company since 1987. D. E. Scott................... Senior Vice President since January 1997 and General Counsel of Parent since 1992. Mr. Scott has held various positions with Parent since, 1987, including serving as a Corporate Vice President from 1992 to January 1997. R. C. Smith*.................. Chief Executive Officer and a Director of Bell Communications Research, Inc., a wholly-owned subsidiary of the Company ("Bellcore"), since January 1998 and a Director of Parent since April 1998. Prior to joining Bellcore, Mr. Smith was the Senior Vice President -- Quality Development and Public Relations for Sprint Corporation from 1991 to January 1998. E. A. Straker*................ Executive Vice President of Parent since 1994 and a Director since 1992. Dr. Straker has held various positions with Parent since 1971, including serving as a Sector Vice President form 1986 to 1994. M. E. Trout*.................. Director since 1995. Dr. Trout served as the interim Chief Executive Officer of Cytran, Inc., a bio-technology company, from April 1996 to July 1996. Prior thereto, Dr. Trout was associated with American Healthcare Systems, Inc. from 1986 until his retirement in 1995. Prior to his retirement, Dr. Trout served as Chairman, President and Chief Executive Officer and is currently serving as Chairman Emeritus of American Healthcare Systems, Inc. He is also a member of the Board of Directors of Baxter International, West Co. and the UCSD Foundation and the Chairman of the Board of Cytyc, Inc. J. P. Walkush*................ Sector Vice President, Director since 1996. Mr. Walkush joined Parent in 1976 and has served in various capacities since that time. He was elected as a Sector Vice President in 1994. J. H. Warner, Jr.*............ Corporate Executive Vice President of Parent since 1996 and Director since 1988. Dr. Warner has held various positions with Parent since 1973, including serving as Executive Vice President from 1989 to 1996. J. A. Welch*.................. Director since 1984. Dr. Welch joined Parent in July 1990 and is currently a part-time employee involved in a number of scientific endeavors and strategic planning issues. Dr. Welch also serves as President of Jasper Welch Associates, a consulting firm which he founded in 1983. Prior thereto, Dr. Welch was a Major General in the United States Air Force, from which he retired in 1983 after serving for 31 years. Dr. Welch is also a member of the Board of Directors of Millitech Corp. J. B. Wiesler*................ Director since 1989. Mr. Wiesler was associated with the Bank of America National Trust and Savings Association from 1949 until his retirement in 1987. Prior to his retirement, Mr. Wiesler served in a number of executive capacities with Bank of America Na- I-3 34 tional Trust and Savings Association, including Vice Chairman, Head of Retail Banking and Executive Vice President, Head of North American Division. A. T. Young*.................. Director since 1995. Mr. Young served as an Executive Vice President of Lockheed Martin Corp. from March 1995 to July 1995. Prior to its merger with Lockheed Corporation, Mr. Young served as the President and Chief Operating Officer of Martin Marietta Corp. from 1990 to 1995. Mr. Young is also on the Board of Directors of the Dial Corporation, the B.F. Goodrich Company and Potomac Electric Power Company. - --------------- (1) Dr. Jones also served as a Director from June 1987 to May 1993. (2) Dr. McRary did not serve as a Director in 1973. 2. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, business address, present principal occupation or employment and five-year employment history of each director and executive officer of Purchaser and certain other information are set forth below. Unless otherwise indicated below, the address of each director and officer is Oscar Acquisition Corporation, 10260 Campus Point Drive, San Diego, California 92121. All directors and officers listed below are citizens of the United States. Directors are identified by an asterisk. J. R. Beyster*................ Director of Purchaser since the company was founded. Mr. Beyster is also the Chairman of the Board, Chief Executive Officer and a Director of Parent since Parent was founded and President of Parent since 1998. D. A. Cox*.................... President and Director of Purchaser since the company was founded. Mr. Cox is also the Executive Vice President of Parent since January 1998. He has held various positions with Parent since 1988, including serving as a Sector Vice President from 1996 to 1998. W. A. Roper, Jr.*............. Chief Financial Officer and Director of Purchaser since the company was founded. Mr. Roper is also Senior Vice President and Chief Financial Officer of Parent since 1990. T. Trent...................... Vice President of Purchaser since the company was founded. Mr. Trent has held various positions with Parent since 1993, including serving as Vice President for Corporate Development from July 1993 to October 1995, Corporate Vice President for Corporate Development from October 1995 to July 1997 and Senior Vice President from July 1997 to January 1998. Since January 1999, Mr. Trent has been Group Senior Vice President of Parent. K.A. Werner................... Secretary of Purchaser since the company was founded. Mr. Werner was a partner/shareholder at the law firm of Seltzer Caplan Wilkins & McMahon from 1990 to 1995. He was Corporate Counsel of Parent from 1995 to 1997. Since May 1997, Mr. Werner has been Associate General Counsel of Parent. I-4 35 Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for Shares and any other required documents should be sent to the Depositary at one of the addresses set forth below: The Depositary for the Offer is: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By Mail: By Hand: By Overnight Delivery: P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg Attn: Reorganization Attn: Reorganization Ridgefield Park, NJ 07660 Department Department Attn: Reorganization Department
By Facsimile Transmission (for Eligible Institutions only): (201) 296-4293 Confirm By Telephone: (201) 296-4860 Questions or requests for assistance or additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 431-9642 The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center North Tower New York, New York 10281-1314 (212) 449-8971 (Call Collect) EX-99.(A)(2) 3 EXHIBIT 99(A)(2) 1 LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF OACIS HEALTHCARE HOLDINGS CORP. PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 26, 1999 BY OSCAR ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED. To: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Depositary By Mail: By Hand: By Overnight Delivery: P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660 Attn: Reorganization Department
By Facsimile Transmission (for Eligible Institutions only): (201) 296-4293 Confirm By Telephone: (201) 296-4860 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONES LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent's Message (as defined in the Offer to Purchase) is utilized, if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company (hereinafter referred to as the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 2 of the Offer to Purchase. Stockholders who cannot deliver their Shares and all other documents required hereby to the Depositary by the Expiration Date (as defined in the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. See Instruction 2. 2 - -------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - ------------------------------------------------------------------------------------------------------------------------ NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED (PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY) - ------------------------------------------------------------------------------------------------------------------------ TOTAL NUMBER OF SHARES NUMBER OF CERTIFICATE REPRESENTED BY SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ TOTAL SHARES - ------------------------------------------------------------------------------------------------------------------------ * Need not be completed by stockholders tendering by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. - ------------------------------------------------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution Account No. at The Depository Trust Company Transaction Code No. [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Tendering Stockholder(s) Date of Execution of Notice of Guaranteed Delivery Name of Institution which Guaranteed Delivery If delivery is by book-entry transfer: Name of Tendering Institution Account No. at The Depository Trust Company Transaction Code No. 2 3 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation ("Parent"), the above-described shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings Corp. (the "Company"), pursuant to Purchaser's offer to purchase all outstanding Shares at a price of $4.45 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated as of February 26, 1999, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Purchaser and Parent will pay all charges and expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Manager"), ChaseMellon Shareholder Services, L.L.C. (the "Depositary") and D.F. King & Co., Inc. (the "Information Agent") incurred in connection with the Offer. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Shares tendered pursuant to the Offer. Upon the terms and subject to the terms and conditions of the Offer and effective upon acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after February 21, 1999) and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all such other Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares (and all such other Shares or securities), or transfer ownership of such Shares (and all such other Shares or securities) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (b) present such Shares (and all such other Shares or securities) for transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all such other Shares or securities), all in accordance with the terms of the Offer. The undersigned hereby irrevocably appoints J. R. Beyster, D. A. Cox and W. A. Roper, Jr. and each of them, the attorneys and proxies of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, with respect to all of the Shares tendered hereby which have been accepted for payment by Purchaser prior to the time of any vote or other action (and any and all other Shares or other securities issued or issuable in respect thereof on or after February 21, 1999), at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned meeting), by written consent or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke any other proxy or written consent granted by the undersigned at any time with respect to such Shares (and all such other Shares or securities), and no subsequent proxies will be given or written consents will be executed by the undersigned (and if given or executed, will not be deemed to be effective). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after February 21, 1999) and that when the same are accepted for payment by Purchaser, Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and all such other Shares or securities). 3 4 All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the purchase price of any Shares purchased, and return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above). Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the purchase price of any Shares purchased and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the purchase price of any Shares purchased and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated. The undersigned recognizes that Purchaser has no obligation, pursuant to the "Special Payment Instructions", to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of the Shares so tendered. 4 5 ------------------------------------------------------------ SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 5, 6 AND 7) To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned. Issue: [ ] check [ ] certificate(s) to: Name ---------------------------------------------------- (Please Print) Address -------------------------------------------------- ------------------------------------------------------------ (Zip Code) ------------------------------------------------------------ (Taxpayer Identification No.) ------------------------------------------------------------ ------------------------------------------------------------ SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5 AND 7) To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s) Mail: [ ] check [ ] certificate(s) to: Name ---------------------------------------------------- (Please Print) Address -------------------------------------------------- ------------------------------------------------------------ (Zip Code) ------------------------------------------------------------ (Taxpayer Identification No.) ------------------------------------------------------------ 5 6 SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) - -------------------------------------------------------------------------------- SIGNATURE(S) OF OWNER(S) - -------------------------------------------------------------------------------- Dated-------------------------------- , 1999 Name(s)------------------------------------------------------------------------- (PLEASE PRINT) - -------------------------------------------------------------------------------- Capacity (full title) -------------------------------------------------------------- Address -------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number -------------------------------------------------------------- (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) GUARANTEE OF SIGNATURE(S) (IF REQUIRED; SEE INSTRUCTIONS 1 AND 5) Name of Firm ------------------------------------------------------------------- Authorized Signature------------------------------------------------------------ Dated-------------------------------- , 1999 6 7 - --------------------------------------------------------------------------------------------------------------------------------- PAYER: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. - --------------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART I TAXPAYER IDENTIFICATION NO. -- FOR ALL ACCOUNTS PART II FOR PAYEES EXEMPT FROM FORM W-9 BACKUP WITHHOLDING (SEE ENCLOSED GUIDELINES) DEPARTMENT OF THE TREASURY Enter your taxpayer ------------------------------ INTERNAL REVENUE SERVICE identification number in SOCIAL SECURITY NUMBER PAYER'S REQUEST FOR the appropriate box. For ------------------------------ TAXPAYER IDENTIFICATION NO. most individuals and sole OR proprietors, this is your social security number. For other entities, it is your Employer Identification Number. If you do not have a number, see How to Obtain a TIN in the enclosed Guidelines. Note: If the account is ------------------------------ in more than one name, EMPLOYER IDENTIFICATION NUMBER see the chart on page 2 ------------------------------ of the enclosed Guidelines to determine what number to enter. - --------------------------------------------------------------------------------------------------------------------------------- CERTIFICATION. -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number; (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) Any other information provided on this form is true, correct and complete. YOU MUST CROSS ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN AND YOU HAVE NOT RECEIVED A NOTICE FROM THE IRS ADVISING YOU THAT BACKUP WITHHOLDING HAS TERMINATED. - --------------------------------------------------------------------------------------------------------------------------------- SIGNATURE DATE , 1999 -------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 7 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of a recognized Medallion Program approved by The Securities Transfer Associations, Inc. (an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in one of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the instruction entitled "Special Payment Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 2 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry transfer, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date. Stockholders who cannot deliver their Shares and all other required documents to the Depositary by the Expiration Date must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary by the Expiration Date and (c) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof or, in the case of a book-entry delivery, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National Market System trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 2 of the Offer to Purchase. THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto. 4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered". In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. 8 9 If any of the Shares tendered hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted. 6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Shares to Purchaser pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith. 7. Special Payment and Delivery Instructions. If the check for the purchase price of any Shares purchased is to be issued, or any Shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Shares by book-entry transfer may request that Shares not purchased be credited to such account at the Book-Entry Transfer Facility as such stockholder may designate under "Special Payment Instructions". If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above. 8. Substitute Form W-9. Under the federal income tax laws, the Depositary will be required to withhold 31% of the amount of any payments made to certain stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder, and, if applicable, each other payee, must provide the Depositary with such stockholder's or payee's correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the Substitute Form W-9 set forth above. In general, if a stockholder or payee is an individual, the taxpayer identification number is the Social Security number of such individual. If the Depositary is not provided with the correct taxpayer identification number, the stockholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service. Certain stockholders or payees (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on the Substitute Form W-9. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 9 10 Stockholders who are non-resident aliens or foreign entities not subject to backup withholding must complete a Form W-8 Certificate of Foreign Status (and not a Form W-9) and give the Depositary a completed Form W-8 prior to the receipt of any payments to avoid backup withholding. Such Form W-8 may be obtained from the Depositary. Failure to complete the Substitute Form W-9 or Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold 31% of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 OR FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 9. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. - -------------------------------------------------------------------------------- (DO NOT WRITE IN SPACES BELOW) - ------------------------------------------------------------------------------ Dated Received - ------------------------------------------------------------------------------ Accepted By ---------------------------------------------------------------------------- Checked By ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- SHARES SHARES SHARES CHECK AMOUNT SHARES CERTIFICATE BLOCK SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED NO. NO. - ------------------------------------------------------------------------------ Gr. -------- Net -------- - ------------------------------------------------------------------------------ Delivery Prepared By - ------------------------------------------------------------------------------ Checked By ---------------------------------------------------------------------------- Date ---------------------------------------------------------------------------- ----------------------------------------------------------------------------
10 11 The Information Agent is: D.F. KING & CO., INC. 77 Water Street New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 431-9642 The Dealer Manager is: MERRILL LYNCH & CO. World Financial Center North Tower New York, New York 10281-1314 (212) 449-8971 (Call Collect) 12 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. -- SOCIAL SECURITY NUMBERS HAVE NINE DIGITS SEPARATED BY TWO HYPHENS: I.E. 000-00-0000. EMPLOYER IDENTIFICATION NUMBERS HAVE NINE DIGITS SEPARATED BY ONLY ONE HYPHEN: I.E. 00-0000000. THE TABLE BELOW WILL HELP DETERMINE THE NUMBER TO GIVE THE PAYER.
- ---------------------------------------------------------------- GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ---------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint The actual owner of the account) account or, if combined funds, the first individual on the account(1) 3. Husband and wife(joint account) The actual owner of the account or, if joint funds, the first individual on the account(1) 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor(1) 6. Account in the name of guardian or The ward, minor, or committee for a designated ward, incompetent person(3) minor, or incompetent person 7. a. The usual revocable savings The grantor-trustee(1) trust account (grantor is also trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under State law - ----------------------------------------------------------------
- ---------------------------------------------------------------- GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ---------------------------------------------------------------- 8. Sole proprietorship account The owner(4) 9. A valid trust, estate, or pension The legal entity (Do trust not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable, or The organization educational organization account 12. Partnership account held in the The partnership name of the business 13. Association, club, or other tax- The organization exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - ----------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show your individual name. You may also enter your business name. You may use either your Social Security Number or Employer Identification Number. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. 13 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office or Website of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except those identified in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under Sections 6041 and 6041A of the Internal Revenue Code (the "Code") are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under Section 501(a) of the Code, an IRA, or a custodial account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all items during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under Section 584(a) of the Code. (13) A financial institution. (14) A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporation Secretaries, Inc., Nominee List. (15) A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under U.C. Section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under U.C. Section 852). - Payments described in U.C. Section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under U.C. Section 1451. - Payments made by certain foreign organizations. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under U.C. Sections 6041, 6041A(a), 6045, and 6050A. PRIVACY ACT NOTICE. -- Section 6109 of the Code requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(A)(3) 4 EXHIBIT 99(A)(3) 1 NOTICE OF GUARANTEED DELIVERY This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if the shares of Common Stock, par value $0.01 per share, of Oacis Healthcare Holdings Corp. and all other documents required by the Letter of Transmittal cannot be delivered to the Depositary by the expiration of the Offer. Such form may be delivered by hand or facsimile transmission, telex or mail to the Depositary. See Section 2 of the Offer to Purchase. To: CHASEMELLON SHAREHOLDERS SERVICES, L.L.C., as Depositary By Mail: By Hand: By Overnight Delivery: P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660 Attn: Reorganization Department By Facsimile Transmission (for Eligible Institutions only): (201) 296-4293 Confirm By Telephone: (201) 296-4860
Ladies and Gentlemen: The undersigned hereby tenders to Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 26, 1999 and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, ________ shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. CERTIFICATE NOS. (IF AVAILABLE): SIGN HERE - -------------------------------------------- -------------------------------------------- (SIGNATURE(S)) - -------------------------------------------- -------------------------------------------- If shares will be tendered by book-entry (NAME(S)) (PLEASE PRINT) transfer: -------------------------------------------- Name of Tendering (ADDRESS) Institution --------------------------------- -------------------------------------------- Account No. (ZIP CODE) --------------------------------- at The Depository Trust Company -------------------------------------------- (AREA CODE AND TELEPHONE NO.)
2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, guarantees (a) that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (b) that such tender of Shares complies with Rule 14e-4 and (c) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof) or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry delivery and any other required documents, all within three National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National Market System trading days of the date hereof. ------------------------------------------------------------ (NAME OF FIRM) ------------------------------------------------------------ (AUTHORIZED SIGNATURE) ------------------------------------------------------------ (NAME) ------------------------------------------------------------ (ADDRESS) ------------------------------------------------------------ (ZIP CODE) ------------------------------------------------------------ (AREA CODE AND TELEPHONE NO.) Dated: , 1999 EX-99.(A)(4) 5 EXHIBIT 99(A)(4) 1 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF OACIS HEALTHCARE HOLDINGS CORP. AT $4.45 NET PER SHARE BY OSCAR ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION February 26, 1999 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, to act as Dealer Manager in connection with its offer to purchase all outstanding shares of Common Stock, $0.01 par value (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), at $4.45 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated February 26, 1999 and the related Letter of Transmittal (which together constitute the "Offer"). For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Offer to Purchase dated February 26, 1999; 2. Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; 3. Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase); 4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and 5. Return envelope addressed to ChaseMellon Shareholder Services, L.L.C., as the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, MARCH 25, 1999, UNLESS THE OFFER IS EXTENDED. Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Manager, the Information Agent and the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, 2 dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal. In order to accept the Offer, a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, should be sent to the Depositary by 12:00 midnight, New York City time, on March 25, 1999. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF OSCAR ACQUISITION CORPORATION, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.(A)(5) 6 EXHIBIT 99(A)(5) 1 OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF OACIS HEALTHCARE HOLDINGS CORP. AT $4.45 NET PER SHARE BY OSCAR ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION To Our Clients: Enclosed for your consideration are the Offer to Purchase dated February 26, 1999 and the related Letter of Transmittal (which together constitute the "Offer") in connection with the offer by Oscar Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, a Delaware corporation ("Parent"), to purchase for cash all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. Your attention is invited to the following: 1. The tender price is $4.45 per Share, net to you in cash. 2. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on March 25, 1999, unless the Offer is extended. 3. The Offer is conditioned upon, among other things, there being validly tendered by the Expiration Date (as defined in the Offer) and not withdrawn a number of Shares which, together with the Shares then owned by the Parent, represents at least a majority of the total number of outstanding shares on a fully diluted basis. 4. Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Offer. 2 The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by ChaseMellon Shareholder Services, L.L.C. (the "Depositary") of (a) Share certificates or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in Section 2 of the Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering stockholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary. 2 3 INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF OACIS HEALTHCARE HOLDINGS CORP. The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated February 26, 1999, and the related Letter of Transmittal, in connection with the offer by Oscar Acquisition Corporation, to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Oacis Healthcare Holdings Corp. This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Number of Shares to be Tendered: - ------------------------ Shares(1) Dated: - ------------------------------ , 1999 SIGN HERE ------------------------------------------------------ SIGNATURE(S) ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ PLEASE PRINT NAME(S) AND ADDRESS(ES) HERE - --------------- (1) Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 3 EX-99.(A)(6) 7 EXHIBIT 99(A)(6) 1 [SAIC LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Jane Van Ryan 703-734-4097 SAIC AND OACIS TO MERGE (SAN DIEGO) February 22, 1999 -- Science Applications International Corporation (SAIC) today announced it has signed a merger agreement with Oacis Healthcare Holdings Corporation (Nasdaq: OCIS), a leading provider of open architecture clinical information system solutions to the health care industry. Oacis, based in San Rafael, Calif., had revenue for its fiscal year ended December 31, 1998, of $27.5 million and has approximately 185 employees supporting approximately 50 customers in North America and abroad. SAIC is a leading provider of health care systems and services, supporting more than 750 customer locations worldwide with annual health care-related revenues approaching $400 million and 2,250 employees in the health systems business area. SAIC's health care offerings include clinical systems, consulting, systems integration, outsourcing and infrastructure services. SAIC's vision for an open architecture is grounded in its systems integration expertise and track record to rapidly deliver clinical information technology (IT) benefits and the potential for electronic commerce for improved patient care delivery. Unlike traditional integration approaches that are product-driven and connect existing applications, SAIC's concept is solution-driven, connecting existing components via standards-based interfaces. "Oacis shares SAIC's vision for open health care enterprise systems. The Oacis product suite brings SAIC the essential components desired by many large integrated health care delivery systems such as their new Passport Web-enabled solution, expertise in orders and results processing with a clinical data repository, enterprise master patient index, and supporting elements," said Tracy Trent, group senior vice president and manager of SAIC Health Solutions Group. "We're excited about the opportunity to work with Oacis' client base, which already includes some major SAIC customers." Trent said that the merger reflects SAIC's commitment to an open clinical framework that meets customers' IT needs: supporting existing legacy systems while easily incorporating new clinical functionality to enhance performance. "Oacis has enjoyed a strong relationship with SAIC sharing many mutual customers, and we look forward to joining the SAIC Health Solutions team to bring increased value to current and future customers," said Oacis Chairman Jim McCord. "SAIC's leadership in health care solutions offers an expanded set of customers for Oacis' proven products. "Leading health care players demand an open framework that preserves their flexibility to embrace new clinical functions without being locked in to proprietary approaches. Together, Oacis and SAIC provide these benefits to customers who recognize that a clinical data repository, linked to a common data model, is the strategic choice to easily deliver accurate information that leads to better patient care. The combination of SAIC's track record of serving leading health care entities with systems integration services, and Oacis' product development and deployment expertise is a winning combination," said McCord. A wholly owned subsidiary of SAIC will promptly commence a tender offer to acquire all of the outstanding shares of Oacis for $4.45 per share in cash, representing an aggregate purchase price of approximately $52.79 million. Oacis' board of directors has unanimously approved the acquisition and will recommend that shareholders approve the acquisition and tender their shares into the tender offer. In addition, certain Oacis institutional shareholders owning approximately 47 (on a fully-diluted basis) percent of Oacis' outstanding shares have agreed to tender their shares into the offer. It is expected that, after completing the merger, Oacis will operate as a wholly owned subsidiary of SAIC, reporting to SAIC's Health Solutions Group. 2 Completion of the transaction is subject to certain conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Following the successful completion of the tender offer, all of the remaining shares of Oacis will be acquired pursuant to a merger at the same price offered in the tender offer. Oacis Healthcare Holdings Corporation, headquartered in Marin County, California, is the healthcare industry's leading provider of open architecture, clinical information system solutions. Although the corporation was officially formed as Oacis Holdings Corporation in May 1994, the company has been in operation since 1984 as one of the initial innovators of open architecture clinical information systems. Oacis systems are installed or contracted for installation in healthcare facilities in the United States, Canada, Europe, and Australia. SAIC is the nation's largest employee-owned research and engineering company, providing information technology and systems integration products and services to government and commercial customers. SAIC scientists and engineers work to solve complex technical problems in health care, telecommunications, national security, transportation, energy and the environment. With estimated annual revenues in excess of $4 billion, SAIC and its subsidiaries, including Bellcore, have more than 35,000 employees at offices in more than 150 cities worldwide. More information about SAIC can be found on the Internet at www.saic.com. 2 EX-99.(A)(7) 8 EXHIBIT 99(A)(7) 1 COMPANY CONTACT: SAIC CONTACT: Stephen Ghiglieri, Chief Financial Officer Jane Van Ryan, Angela Daniello ph. (703) 734-4097 Marketing Communications ph. (415) 482-4400 OACIS HEALTHCARE HOLDINGS NEWS RELEASE FOR IMMEDIATE RELEASE OACIS HEALTHCARE AND SAIC TO MERGE SAN RAFAEL, CA., FEBRUARY 22, 1999 -- Oacis Healthcare Holdings Corp. (Nasdaq: OCIS), a leading provider of open architecture clinical information systems, announced it has entered into a merger agreement with Science Applications International Corporation (SAIC) the largest employee-owned research and engineering company in the nation. Oacis will become part of SAIC's Healthcare Technology Sector which today provides system integration, consulting and custom development services to the healthcare industry. A wholly owned subsidiary of SAIC will promptly commence a tender offer to acquire all of the outstanding shares of Oacis for $4.45 per share in cash, representing an aggregate purchase price of approximately $53 million. Oacis' board of directors has unanimously approved the acquisition and will recommend that stockholders approve the acquisition and tender their shares into the tender offer. In addition, certain Oacis institutional stockholders owning approximately 48 percent (on a fully-diluted basis) of Oacis' outstanding shares have agreed to tender their shares into the offer. Completion of the transaction is subject to certain conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Following the successful completion of the tender offer, all of the remaining shares of Oacis will be acquired pursuant to a merger at the same price offered in the tender offer. It is expected that, after completing the merger, Oacis will operate as a wholly owned subsidiary of SAIC, reporting to SAIC's Health Solutions Group. "This represents a significant step in Oacis' continuing mission to become the definitive leader in the enterprise-wide clinical information systems market," said Jim McCord, Chairman and CEO of Oacis. "We've enjoyed a strong relationship with SAIC in serving mutual customers, and we look forward to joining the SAIC Health Solutions team to bring increased value to current and future customers. SAIC's leadership in helping healthcare enterprises meet their information technology (IT) challenges offers us an expanded set of potential customers. SAIC's over 10 years sustained track record of providing systems integration services to leading healthcare entities is a critical success factor as consolidation in the industry continues. The acquisition will leave Oacis intact and will give us greater resources to pursue our business strategies while benefiting from the scale and market presence that a multi-billion dollar technology innovator like SAIC can provide." "Oacis brings to SAIC the key components desired by many large integrated healthcare delivery systems such as an open, standards-based software solution for enterprise integration," said Tracy Trent, Senior Vice President and Group Manager of SAIC Health Solutions Group. "Oacis' expertise as a technology software leader is clearly demonstrated by its knowledge-based clinical applications and its position in the marketplace as a leading supplier of large-scale electronic medical record systems. Oacis has the unique capability of consolidating technologies and functions around a robust and flexible clinical data repository -- along with a highly efficient transaction processing infrastructure. These are proven advantages for clinicians who want easy access to patient records and also need to act on reliable patient information at the point of care." OACIS CHRONOLOGY As an innovative healthcare technology leader, Oacis was instrumental in launching the "Health Level Seven" communication standard (HL7) in 1987. Today HL7 is the de facto worldwide communication standard that links disparate information systems with each other. This "best of class" approach enables healthcare provider networks to implement the most technically advanced, function rich information solutions while preserving their investment in legacy applications. Recently, Oacis has been focused on developing innovative functionality for the caregiver and to evolving its multi-tier, scaleable architecture to accommodate the growing needs of large provider networks. 2 OACIS TODAY Oacis Healthcare Holdings Corp. is a leading supplier of flexible, open architecture clinical information systems. The Oacis Healthcare Network product suite includes a data repository at its core, an integration engine that manages the exchange of data among disparate systems, and an enterprise member/patient index that consolidates and eliminates duplicate records across the entire enterprise. The Oacis Clinical Care product suite facilitates the input and delivery of information at the point of care. Through an industry exclusive, user interface design, care providers can perform rapid and thorough decision support anytime, anywhere -- across broad populations of patients. Electronic ordering and documenting through the Oacis Clinical Care suite enables clinicians to improve patient outcomes across the care continuum. Oacis revenues for fiscal year ending December 31, 1998 were $27.5 million. The company has approximately 180 employees and a customer base of 50 leading healthcare delivery organizations worldwide. Oacis will operate as a wholly owned subsidiary of SAIC and its management team and employee base is expected to remain substantially intact. Please find Oacis at http://www.oacis.com. ABOUT SAIC SAIC's Health Care Technology Sector has annual revenues of $400 million, and more than 2,200 employees, including many health care professionals. The sector provides comprehensive information technology services to a variety of integrated health care industry leaders. SAIC is the nation's largest employee-owned research and engineering company, providing information technology and systems integration products and services to government and commercial customers. SAIC scientists and engineers work to solve complex technical problems in telecommunications, national security, health care, transportation, energy and the environment. With estimated annual revenues in excess of $4 billion, SAIC and its subsidiaries, including Bellcore, have more than 34,000 employees at offices in more than 150 cities worldwide. More information about SAIC can be found on the Internet at www.saic.com. FORWARD-LOOKING INFORMATION This press release contains certain forward-looking statements which involve risks and uncertainties such as statements of the Company's plans, objectives, expectations and intentions. The Company's actual results could differ as a result of a variety of factors, including continued consolidation and uncertainty in the healthcare market which, in the near term, can have the effect of delaying decisions to buy the types of systems the Company sells; the Company's dependence on the emerging market for integrated delivery systems, the rate of the formation of which can affect the Company's sales opportunities; the Company's dependence on the Oacis System for the majority of its revenues and the rate of market acceptance of the Oacis System and related services; the continued long sales and installation cycles which result from a number of factors; possible implications of Year 2000; increasing reliance on international sales opportunities as well as reliance on international distributors to achieve such sales; the need to manage changing operations; dependence on key personnel and the need to attract and retain highly qualified personnel in very competitive markets; and regulatory approvals and other conditions that must be satisfied in order to complete the merger. These factors and others are described in more detail in the Company's 1998 Form 10-Q filed with the Securities and Exchange Commission on November 16, 1998. ### FOR MORE INFORMATION ON OACIS VIA FAX AT NO COST, DIAL 1-800-PRO-INFO, TICKER SYMBOL OCIS. 2 EX-99.(A)(8) 9 EXHIBIT 99(A)(8) 1 This announcement is not an offer to purchase or a solicitation of an offer to sell Shares. The Offer is made solely by the Offer to Purchase dated February 26, 1999 and the related Letter of Transmittal and is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. NOTICE OF OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF OACIS HEALTHCARE HOLDINGS CORP. AT $4.45 NET PER SHARE BY OSCAR ACQUISITION CORPORATION A WHOLLY-OWNED SUBSIDIARY OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION Oscar Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Science Applications International Corporation, a Delaware corporation ("Parent"), hereby offers to purchase all outstanding shares of Common Stock, $0.01 par value (the "Shares"), of Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), at $4.45 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 26, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"). THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 25, 1999 UNLESS THE OFFER IS EXTENDED. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY PARENT, REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS. CERTAIN STOCKHOLDERS OF THE COMPANY OWNING APPROXIMATELY 47% OF THE SHARES (ON A FULLY DILUTED BASIS) HAVE AGREED TO TENDER THEIR SHARES IN THE OFFER. The Offer is being made pursuant to an Agreement and Plan of Merger dated as of February 21, 1999 (the "Merger Agreement") among the Company, Parent and the Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after the consummation of the Offer and satisfaction or waiver of all conditions to the Merger, the Purchaser will be merged with and into the Company (the "Merger"), with the Company surviving. Pursuant to the Merger, each outstanding Share (other than Shares owned by Parent or any subsidiary of Parent and Shares held by stockholders properly exercising appraisal rights under Delaware law (as described in the Offer to Purchase)) will be converted into and represent the right to receive $4.45 in cash, without interest. 2 THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER, UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER. The Offer is subject to certain conditions set forth in the Offer to Purchase. If any such condition is not satisfied, the Purchaser may, subject to certain limitations set forth in the Merger Agreement and described in the Offer to Purchase, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth below, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the Expiration Date and not withdrawn or (iv) delay acceptance for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer. The Purchaser reserves the right, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to ChaseMellon Shareholder Services, L.L.C. (the "Depositary"). Any such extension will be followed as promptly as practicable by public announcement thereof. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to applicable withdrawal rights. For purposes of the Offer, the Purchaser shall be deemed to have accepted for payment tendered Shares when, as and if the Purchaser gives oral or written notice to the Depositary of its acceptance of the tenders of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), a properly completed and duly executed Letter of Transmittal (or facsimile thereof, or in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)) and any other required documents. Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after April 26, 1999 unless theretofore accepted for payment as provided in the Offer to Purchase. To be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth in the Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn and the number of Shares to be withdrawn. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. The information required to be disclosed by paragraph (e)(1)(vii) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference. The Company is providing its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2 3 THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Manager as set forth below, and copies will be furnished promptly at the Purchaser's expense. No fees or commissions will be paid to brokers, dealers or other persons (other than the Information Agent and the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street New York, NY 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 431-9642 The Dealer Manager for the Offer is: MERRILL LYNCH & CO. World Financial Center North Tower New York, New York 10281-1314 (212) 449-8971 (Call Collect) February 26, 1999 3 EX-99.(C)(1) 10 EXHIBIT 99(C)(1) 1 EXHIBIT 99(c)(1) EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of February 21, 1999 among OACIS HEALTHCARE HOLDINGS CORP., SCIENCE APPLICATIONS INTERNATIONAL CORPORATION and OSCAR ACQUISITION CORPORATION 2 TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE 1 THE OFFER SECTION 1.01. The Offer......................................................1 SECTION 1.02. Company Action.................................................2 SECTION 1.03. Directors......................................................3 ARTICLE 2 THE MERGER SECTION 2.01. The Merger.....................................................4 SECTION 2.02. Conversion of Shares...........................................4 SECTION 2.03. Surrender and Payment..........................................4 SECTION 2.04. Dissenting Shares..............................................6 SECTION 2.05. Stock Options..................................................6 SECTION 2.06. Employee Stock Purchase Plan...................................6 ARTICLE 3 THE SURVIVING CORPORATION SECTION 3.01. Certificate of Incorporation...................................7 SECTION 3.02. Bylaws.........................................................7 SECTION 3.03. Directors and Officers.........................................7 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 4.01. Corporate Existence and Power..................................8 SECTION 4.02. Corporate Authorization........................................8 SECTION 4.03. Governmental Authorization.....................................8 SECTION 4.04. Non-contravention..............................................9 SECTION 4.05. Capitalization.................................................9 SECTION 4.06. Subsidiaries..................................................10 SECTION 4.07. SEC Filings...................................................10 SECTION 4.08. Financial Statements..........................................11 SECTION 4.09. Disclosure Documents..........................................12 SECTION 4.10. Absence of Certain Changes....................................12 SECTION 4.11. Material Contracts............................................14 SECTION 4.12. No Undisclosed Material Liabilities...........................16
i 3 PAGE ---- SECTION 4.13. Litigation....................................................16 SECTION 4.14. Taxes.........................................................16 SECTION 4.15. ERISA.........................................................18 SECTION 4.16. Compliance with Laws..........................................20 SECTION 4.17. Finders' Fees.................................................20 SECTION 4.18. Patents and Other Proprietary Rights..........................20 SECTION 4.19. Real Property.................................................21 SECTION 4.20. Environmental Matters.........................................21 SECTION 4.21. Year 2000 Compliance..........................................22 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER SECTION 5.01. Corporate Existence and Power.................................23 SECTION 5.02. Corporate Authorization.......................................23 SECTION 5.03. Governmental Authorization....................................23 SECTION 5.04. Non-contravention.............................................23 SECTION 5.05. Disclosure Documents..........................................24 ARTICLE 6 COVENANTS OF THE COMPANY SECTION 6.01. Conduct of the Company........................................24 SECTION 6.02. Tax Certification.............................................25 SECTION 6.03. Stockholder Meeting; Proxy Material...........................25 SECTION 6.04. Access to Information.........................................26 SECTION 6.05. Other Offers..................................................26 SECTION 6.06. Notices of Certain Events.....................................27 ARTICLE 7 COVENANTS OF BUYER SECTION 7.01. Obligations of Merger Subsidiary..............................27 SECTION 7.02. Voting of Shares..............................................27 SECTION 7.03. Director and Officer Liability................................27 ARTICLE 8 COVENANTS OF BUYER AND THE COMPANY SECTION 8.01. Reasonable Best Efforts.......................................28 SECTION 8.02. Certain Filings...............................................28
ii 4 PAGE ---- SECTION 8.03. Public Announcements..........................................28 SECTION 8.04. Further Assurances............................................29 ARTICLE 9 CONDITIONS OF THE MERGER SECTION 9.01. Conditions to the Obligations of Each Party...................29 ARTICLE 10 TERMINATION SECTION 10.01. Termination..................................................29 SECTION 10.02. Effect of Termination........................................31 ARTICLE 11 MISCELLANEOUS SECTION 11.01. Notices......................................................31 SECTION 11.02. Survival of Representations and Warranties...................32 SECTION 11.03. Amendments; No Waivers.......................................32 SECTION 11.04. Fees and Expenses............................................32 SECTION 11.05. Successors and Assigns.......................................33 SECTION 11.06. Governing Law................................................33 SECTION 11.07. Counterparts; Effectiveness; Third Party.....................33 SECTION 11.08. Entire Agreement.............................................33 SECTION 11.09. Definitions..................................................33
iii 5 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of February 20, 1999 among Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Science Applications International Corporation, a Delaware corporation ("BUYER"), and Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Buyer ("MERGER SUBSIDIARY"). The parties hereto agree as follows: ARTICLE 1 THE OFFER SECTION 1.01. The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the date hereof, but in no event later than five business days following the public announcement of the terms of this Agreement, commence an offer (the "OFFER") to purchase all of the outstanding shares (the "SHARES") of common stock, $0.01 par value per share, of the Company (the "COMMON STOCK") at a price of $4.45 per Share, net to the seller in cash. The Offer shall be subject to the condition that a number of Shares which, together with the Shares then owned by Buyer, represents at least a majority of the Shares outstanding on a fully diluted basis shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn (the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive the Minimum Condition or any of the other conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that no change may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex I. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company, (i) extend the Offer, if at any scheduled or extended expiration date of the Offer any of the conditions set forth in Annex I hereto or the Minimum Condition shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (iii) extend the Offer on one or more occasions, if on such expiration date there shall not have been validly tendered in accordance with the term of the Offer and not withdrawn at least a majority of the outstanding Shares. 6 (b) As soon as practicable on the date of commencement of the Offer, Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which will contain the offer to purchase and form of the related letter of transmittal (together with any supplements or amendments thereto, collectively the "OFFER DOCUMENTS"). Buyer and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Merger Subsidiary agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment on the Schedule 14D-1 prior to its being filed with the SEC. SECTION 1.02. Company Action. (a) The Company hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval satisfies in full any applicable requirements of the General Corporation Law of the State of Delaware ("DELAWARE LAW"), and (iii) unanimously resolved, except as may be required, in response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by Cooley Godward LLP ("COMPANY COUNSEL"), to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Covington Associates has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Buyer with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in connection with the Offer. (b) As soon as practicable on the date of commencement of the Offer, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "SCHEDULE 14D-9") which shall reflect the recommendations of the Company's Board of Directors referred to above. The Company and Buyer each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and 2 7 to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Buyer and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. SECTION 1.03. Directors. (a) Effective upon the acceptance for payment pursuant to the Offer of a number of Shares that satisfies the Minimum Condition, Buyer shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) multiplied by (ii) the percentage that the number of Shares beneficially owned by Buyer (including Shares accepted for payment) bears to the total number of Shares outstanding; and the Company shall take all action necessary to cause Buyer's designees to be elected or appointed to the Company's Board of Directors, including, without limitation, increasing the number of directors and seeking and accepting resignations of incumbent directors. At such times, the Company will use its best efforts to cause individuals designated by Buyer to constitute the same percentage as such individuals represent on the Company's Board of Directors of (A) each committee of the Board and (B) each board of directors (and committee thereof) of each Subsidiary. Notwithstanding the foregoing, the Company shall use its best efforts to cause at least two members of the Company's Board of Directors as of the date hereof who are not employees of the Company to remain members of the Board of Directors until the Effective Time. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill its obligations under this Section 1.03. Buyer will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. For purposes of this Agreement, "AFFILIATE" of any Person means any other Person controlling, controlled by or under common control with such Person, where "CONTROL" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise. 3 8 ARTICLE 2 THE MERGER SECTION 2.01. The Merger. (a) At the Effective Time, Merger Subsidiary shall be merged (the "MERGER") with and into the Company in accordance with Delaware Law, whereupon the separate existence of Merger Subsidiary shall cease, and the Company shall be the surviving corporation (the "SURVIVING CORPORATION"). (b) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Merger Subsidiary will file a certificate of merger ("CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger (the "EFFECTIVE TIME"). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under Delaware Law. SECTION 2.02. Conversion of Shares. At the Effective Time: (a) each Share held by the Company as treasury stock or owned by Buyer or any subsidiary of Buyer immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (b) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (c) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 2.02(a) or as provided in Section 2.04 with respect to Shares as to which appraisal rights have been exercised, be converted into the right to receive $4.45 in cash, without interest (the "MERGER CONSIDERATION"). SECTION 2.03. Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, in such amounts as may be needed from time to time, the Merger 4 9 Consideration to be paid in respect of the Shares. Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. From and after the Effective Time, all Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Buyer, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Buyer for payment of the Merger Consideration in respect of Shares. Notwithstanding the foregoing, Buyer shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any 5 10 governmental entity) shall, to the extent permitted by applicable law, become the property of Buyer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand. SECTION 2.04. Dissenting Shares. Notwithstanding Section 2.02, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Delaware Law shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration. The Company shall give Buyer prompt notice of any demands received by the Company for the appraisal of Shares, and Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle or offer to settle, any such demands. SECTION 2.05. Stock Options. (a) At the Effective Time, each option to purchase shares of Common Stock outstanding under any employee stock option or compensation plan or arrangement of the Company (other than the Company Stock Purchase Plan), whether or not such option is then yet vested or exercisable, shall be canceled, and Buyer shall pay the option holder in cash at the Effective Time for each such option an amount determined by multiplying (i) the excess, if any, of the Merger Consideration per share over the applicable exercise price per share of such option by (ii) the number of shares to which such option relates. (b) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company's stock option or compensation plans or arrangements) that are necessary to give effect to the transactions contemplated by Section 2.05(a). SECTION 2.06. Employee Stock Purchase Plan. (a) After the date hereof, no new purchase period shall commence under the Company Stock Purchase Plan. As of the Effective Time, the Company Stock Purchase Plan shall be terminated. Buyer shall pay each participant in any current purchase period under such Plan in cash at the Effective Time, in cancellation of all rights under such Plan, an amount determined by multiplying (i) the Merger Consideration per share by (ii) the number of shares such participant could have purchased under the Company Stock Purchase Plan based on his or her account balance under such Plan immediately prior to the Effective Time (treating, for such 6 11 purpose, the purchase price per share of Common Stock as equal to 85% of the fair market value of a share of Common Stock on the enrollment date with respect to such purchase period) (such payment to be net of applicable withholding taxes). (b) Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company Stock Purchase Plan) that are necessary to give effect to the transactions contemplated by Section 2.06(a). (c) Employees of the Company will be eligible to participate in Buyer's 1998 Employee Stock Purchase Plan after the Closing Date; provided that such employees meet the eligibility requirements of the Buyer's 1998 Employee Stock Purchase Plan, taking into account each such employee's service with the Company. ARTICLE 3 THE SURVIVING CORPORATION SECTION 3.01. Certificate of Incorporation. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law, except that the name of the Surviving Corporation shall be changed to "Oacis Healthcare Holdings Corp." SECTION 3.02. Bylaws. The bylaws of Merger Subsidiary in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law. SECTION 3.03. Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (a) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (b) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation. 7 12 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to Buyer and Merger Subsidiary that: SECTION 4.01. Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects of the Company and the Subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT"). The Company has heretofore delivered to Buyer true and complete copies of the Company's certificate of incorporation (the "CERTIFICATE OF INCORPORATION") and bylaws as currently in effect. SECTION 4.02. Corporate Authorization. The Company has all requisite corporate power and corporate authority to enter into this Agreement and, subject to the adoption of this Agreement by the requisite vote of the holders of the Shares, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the approval of this Agreement by the stockholders of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 4.03. Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger by the Company require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the filing of the Certificate of Merger in accordance with Delaware Law; (b) compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"); 8 13 and (c) compliance with any applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"). SECTION 4.04. Non-contravention. Except as set forth on Schedule 4.04, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (a) contravene or conflict with the Certificate of Incorporation or bylaws of the Company, (b) assuming compliance with the matters referred to in Section 4.03, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Subsidiary, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any Subsidiary or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary, or (d) result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary except, in the case of clauses (b), (c) and (d), for such matters as would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. SECTION 4.05. Capitalization. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share ("PREFERRED STOCK"). As of February 19, 1999, there were outstanding (i) 10,619,646 shares of Common Stock, (ii) stock options to purchase an aggregate of 2,348,762 shares of Common Stock, of which options to purchase 2,265,519 shares of Common Stock have exercise prices less than $4.45 (at a weighted average exercise price of $2.42 per share) and of which options to purchase 83,243 shares of Common Stock have exercise prices equal to or greater than $4.45 (at a weighted average exercise price of $8.49 per share) and (iii) warrants to purchase 293,211 shares of Common Stock at a weighted average exercise price of $0.44 per share (of which all will be exercised prior to the Effective Time). There are and there will be no shares of Preferred Stock outstanding. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Common Stock issuable upon exercise of outstanding stock options have been duly authorized and, when issued, will have been validly issued and will be fully paid and nonassessable. Except as set forth in this Section 4.05 and except for changes since the date hereof resulting from the exercise of stock options and purchase rights outstanding on such date, there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company and (c) no options or other rights to acquire from the Company, and no 9 14 obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (a), (b) and (c) being referred to collectively as the "COMPANY SECURITIES"). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Company Securities. SECTION 4.06. Subsidiaries. (a) Each Subsidiary is a corporation duly incorporated, validly existing and, if applicable, in good standing under the laws of its jurisdiction of incorporation, has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, "SUBSIDIARY" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by the Company. All Subsidiaries and their respective jurisdictions of incorporation are identified in the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 1997 (the "COMPANY 10-K"). (b) All of the outstanding capital stock of, or other voting securities or ownership interests in, each Subsidiary, is owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such stock or other securities or ownership interests). There are no outstanding (i) securities of the Company or any Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary and (ii) options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any Subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary (the items in clauses (i) and (ii) being referred to collectively as the "SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. SECTION 4.07. SEC Filings. (a) The Company has delivered to Buyer (i) the Company's annual reports on Form 10-KSB for its fiscal years ended December 31, 1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 1998 (the "COMPANY 10-Qs"), (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1997 and (iv) all of its other 10 15 reports, statements, schedules and registration statements filed with the Securities and Exchange Commission (the "SEC") since December 31, 1997. (b) As of its filing date, each such report or statement filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act of 1933 as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. SECTION 4.08. Financial Statements. (a) The Balance Sheet and the Related Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in its annual reports on Form 10-KSB referred to in Section 4.07 and the Company 10-Qs fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). For purposes of this Agreement, "BALANCE SHEET" means the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 1998, which has been delivered to Buyer prior to the date hereof by the Company, "BALANCE SHEET DATE" means December 31, 1998 and "RELATED FINANCIAL STATEMENTS" means the related audited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the year ended December 31, 1998, which have been delivered to Buyer prior to the date hereof by the Company. (b) The Balance Sheet and the Related Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in its annual reports on Form 10-KSB referred to in Section 4.07 and the Company 10-Qs comply with all financial accounting standards issued by Financial Accounting Standards Board including without limitation, (i) Statement of Financial Accounting Standards No. 128, "Earnings per Share," and Staff Accounting Bulletin No. 98, (ii) Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," (iii) Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" and (iv) Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." 11 16 (c) Since January 1, 1998, revenue recognition by the Company on the Balance Sheet and the Related Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in its annual reports on Form 10-KSB referred to in Section 4.07 and the Company 10-Qs have complied in all respects with the American Institute of Certified Public Accountants Statement of Position Nos. 97-2 and 98-4. (d) Reserves for warranty claims under contracts and "estimates to complete" on the Balance Sheet and the Related Financial Statements and the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in its annual reports on Form 10-KSB referred to in Section 4.07 and the Company 10-Qs reflect all facts and circumstances which were known, or should have been known after a diligent inquiry, to the management of the Company at the time the estimate was made. SECTION 4.09. Disclosure Documents. (a) Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the 12 17 statements made therein, in the light of the circumstances under which they were made, not misleading. SECTION 4.10. Absence of Certain Changes. Except as disclosed in Schedule 4.10, since December 31, 1998, the Company and Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been: (a) any event, occurrence or development or state of circumstances or facts which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company or any Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary; (c) any acquisition by the Company or any Subsidiary of a material amount of assets, including without limitation stock or other equity interest, from any Person or any sale, lease, license or other disposition of assets or property of the Company or any Subsidiary other than in the ordinary course of business consistent with past practices; (d) any amendment of any material term of any outstanding security of the Company or any Subsidiary; (e) any incurrence, assumption or guarantee by the Company or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (f) any creation or assumption by the Company or any Subsidiary of any Lien on any material asset other than in the ordinary course of business consistent with past practices; (g) any making by the Company or any Subsidiary of any loan, advance or capital contributions to or investment in any Person other than loans, advances or capital contributions to or investments in wholly-owned Subsidiaries made in the ordinary course of business consistent with past practices; (h) any condemnation, seizure, damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any Subsidiary which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; 13 18 (i) any transaction or commitment made, or any contract or agreement entered into, amended or terminated by the Company or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any Subsidiary of any contract or other right, in either case, material to the Company and the Subsidiaries taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice and those contemplated by this Agreement; (j) any change in any method of accounting or accounting practice by the Company or any Subsidiary, except for any such change required by reason of a concurrent change in generally accepted accounting principles; (k) any tax election, other than those consistent with past practice, not required by law or any settlement or compromise of any tax liability in either case that is material to the Company and the Subsidiaries; (l) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any Subsidiary, (ii) increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary, (iv) entering into of any employment, deferred compensation or other similar agreement with a Person providing for compensation, bonus or other benefits in excess of $100,000 during any 12 month period, (v) any other increase in compensation, bonus or other benefits payable to any director, officer or employee of the Company or any Subsidiary, other than, in the case of clause (v), any such increases payable to employees other than directors or officers in the ordinary course of business consistent with past practice; or (m) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any Subsidiary, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees. SECTION 4.11. Material Contracts. (a) Except as disclosed in Schedule 4.11, neither the Company nor any Subsidiary is a party to or bound by and none of the assets of the Company or any Subsidiary is covered by or subject to any of the following (whether oral or written): (i) any lease (whether of real or personal property) providing for annual rentals of $50,000 or more; 14 19 (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company and the Subsidiaries of $50,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $50,000 or more; (iii) any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the Company and the Subsidiaries of $50,000 or more or (B) aggregate payments to the Company and the Subsidiaries of $50,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (vii) any option, license, franchise or similar agreement; (viii) any agency, dealer, sales representative, marketing or other similar agreement; (ix) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (x) any agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Affiliates, (B) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any of its Affiliates; (xi) any agreement with any director or officer of the Company or any Subsidiary or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; or 15 20 (xii) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries, taken as a whole. (b) Except as set forth in section 4.11(b) of Schedule 4.11, each agreement, contract, plan, lease, arrangement or commitment disclosed in any Schedule to this Agreement or required to be disclosed pursuant to this Section 4.11 is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and none of the Company, any Subsidiary or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such agreement, contract, plan, lease, arrangement or commitment have been delivered to Buyer. SECTION 4.12. No Undisclosed Material Liabilities. Except as set forth on Schedule 4.12, there are no liabilities or obligations of the Company or any Subsidiary of any kind whatsoever, including any liability for Taxes, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed or provided for in the Balance Sheet; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, which in the aggregate are not material to the Company and the Subsidiaries, taken as a whole; and (c) liabilities or obligations under this Agreement. SECTION 4.13. Litigation. Except as set forth in the Company 10-K or on Schedule 4.13, there is no action, suit, investigation or proceeding pending, or to the knowledge of the Company threatened, against the Company or any Subsidiary or any of their respective properties or any of their respective officers or directors in their capacity as officers or directors of the Company before any court or arbitrator or before or by any governmental body, agency or official which, if determined or resolved adversely to the Company or any Subsidiary in accordance with the plaintiff's demands, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Offer or the Merger or any of the other transactions contemplated hereby. 16 21 SECTION 4.14. Taxes. (a) Except as set forth on Schedule 4.14: (i) the Company and each of its Subsidiaries, and each affiliated group (within the meaning of Section 1504 of the Code) of which Company or any Subsidiary is or has been a member, have timely filed (or have had timely filed on their behalf) or will file or cause to be timely filed all Tax Returns required by applicable law to be filed prior to or as of the Effective Time, and all such Tax Returns are, or will be at the time of filing, true and complete in all respects; (ii) the Company and each of its Subsidiaries have paid (or have had paid on their behalf), or have established (or have had established on their behalf and for their sole benefit and recourse) in accordance with generally accepted accounting principles an adequate accrual for the payment of, all Taxes due with respect to any period or portion thereof ending prior to or as of the Effective Time and with respect to completed or settled examinations or concluded litigation; (iii) the federal income Tax Returns of the Company and its Subsidiaries have been examined and settled with the Internal Revenue Service (the "IRS") (or the applicable statutes of limitation for the assessment of federal income Taxes for such periods have expired) for all years through 1994; (iv) as of the date of this Agreement the Company and its Subsidiaries have not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due, which extension or waiver is still in effect; (v) there are no Liens or encumbrances for Taxes on any of the assets of Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes; (vii) neither the Company nor any of its Subsidiaries is a party to any action or proceeding, nor, to the knowledge of the Company, is any such action or proceeding threatened, by any Taxing Authority for the assessment or collection of any Taxes, and no deficiency notices or reports have been received by the Company or any of its Subsidiaries in respect of any deficiencies for any Tax; (viii) the Company and Subsidiaries do not own or lease any interest in real property in the State of California or in any other jurisdiction in which a Tax is imposed on the transfer of a controlling interest in an entity that owns or leases an interest in real property; and 17 22 (ix) neither the Company's shares of capital stock nor the shares of capital stock of any Subsidiary of the Company are "United States real property interests" within the meaning of Section 897 of the Code. (b) For purposes of this Section 4.14, the following terms shall have the meaning set forth below: "TAXES" shall mean (A) any and all taxes, charges, fees, levies or other assessments, including income, gross receipts, excise, real or personal property, sales, social security, retirement, unemployment, occupation, use, goods and services, service use, license, value added, capital, net worth, payroll, profits, withholding, franchise, transfer and recording taxes, fees and charges, and any other taxes, assessment or similar charges imposed by the IRS or any taxing authority (whether domestic or foreign including any state, county, local or foreign government or any subdivision or taxing agency thereof (including a United States possession)) (a "TAXING AUTHORITY"), whether computed on a separate, consolidated, unitary, combined or any other basis; and such term shall include any interest whether paid or received, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments, and (B) any liability for the payment of any amounts of the type described in (A) as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby the liability of such amounts is determined or taken into account with reference to the liability of any other Person. "TAX RETURN" shall mean any report, return, document, declaration or other information or filing required to be supplied to any Taxing Authority with respect to Taxes, including information returns, any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information. SECTION 4.15. ERISA. (a) Section 4.15(a) of Schedule 4.15 contains a correct and complete list identifying each material "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, workers' compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any employee or former employee of the Company or any 18 23 Subsidiary, or with respect to which the Company or any Subsidiary has any liability. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been furnished, or will be made available upon request, to Buyer together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan. Such plans are referred to collectively herein as the "EMPLOYEE PLANS". For purposes of this Section 4.15, "ERISA AFFILIATE" of any Person means any other Person which, together with such Person, would be treated as a single employer under Section 414 of the Code. (b) Neither the Company nor any ERISA Affiliate maintains, or has within the past five years maintained, any plan that constitutes or constituted a "multiemployer plan", as defined in Section 3(37) of ERISA, or that is or was subject to Title IV of ERISA. (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. The Company has furnished to the Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Plan. (d) Except as set forth on section 4.15(d) of Schedule 4.15, the consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or independent contractor of the Company or any Subsidiary to severance pay or (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan. There is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Affiliate that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162m or 280G of the Code. (e) Neither the Company nor any Subsidiary has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as required to avoid excise tax under Section 4980B of the Code. (f) Except as set forth on section 4.15(f) of Schedule 4.15, there has been no amendment to, written interpretation or announcement (whether or not written) by the Company or any of its Affiliates relating to, or change in employee participation or coverage under, any Employee Plan which would increase materially the expense of 19 24 maintaining such Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended on the Balance Sheet Date. (g) Neither the Company nor any Subsidiary is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other contract or understanding with a labor union or labor organization. (h) All contributions and payments accrued under each Employee Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending at the Effective Time, have been discharged and paid on or prior to the Effective Time except to the extent reflected as a liability on the Balance Sheet. SECTION 4.16. Compliance with Laws. Neither the Company nor any Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances, regulations, judgments, injunctions, orders or decrees. Neither the Company nor any Subsidiary has received any written notice to the effect that the Company or any Subsidiary is not in compliance with any applicable law, statute, ordinance, regulation, judgment, injunction, order or decree. SECTION 4.17. Finders' Fees. Except for Covington Associates, a copy of whose engagement agreement has been provided to Buyer, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf, of the Company or any Subsidiary who might be entitled to any fee or commission from Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement. SECTION 4.18. Patents and Other Proprietary Rights. The Company and Subsidiaries have valid rights to use, whether through ownership, licensing or otherwise, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes that are necessary for its business as now conducted (collectively the "INTELLECTUAL PROPERTY RIGHTS"). The Company and Subsidiaries have not assigned, hypothecated or otherwise encumbered any of the Intellectual Property Rights and none of the licenses included in the Intellectual Property Rights purport to grant sole or exclusive licenses to another Person, including, without limitation sole or exclusive licenses limited to specific fields of use. The patents owned by the Company and Subsidiaries are valid and enforceable and any patent issuing from patent applications of the Company and Subsidiaries will be valid and enforceable, except as such invalidity or unenforceability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in Schedule 4.18, (i) to the Company's knowledge, there are no infringements by any other party of any of the Intellectual Property Rights, and (ii) the Company and Subsidiaries have not entered into any agreement to indemnify any other party against any charge of 20 25 infringement of any of its Intellectual Property Rights except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 4.18, the Company and Subsidiaries have not and do not violate or infringe any intellectual property right of any other Person, and the Company and Subsidiaries have not received any communication alleging that it violates or infringes the intellectual property right of any other Person, except for any such violations or infringements as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and Subsidiaries have not been sued for infringing any intellectual property right of another Person. Except as disclosed in Schedule 4.18, none of the processes, techniques and formulae, research and development results and other know-how relating to the business of the Company and Subsidiaries, the value of which to the Company is contingent upon maintenance of the confidentiality thereof, has been disclosed by the Company or any of its Affiliates to any Person other than those Persons who are bound to hold such information in confidence pursuant to confidentiality agreements or by operation of law. SECTION 4.19. Real Property. Neither the Company nor any Subsidiary owns, or has owned, any interest in real property. SECTION 4.20. Environmental Matters. (a) Except for such matters individually or in the aggregate, as would not be reasonably expected to have a Material Adverse Effect on the Company, and except as set forth in the Company 10-K: (i) no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the knowledge of the Company or any Subsidiary, is threatened by any governmental entity or other Person with respect to any matters relating to the Company or any Subsidiary and relating to or arising out of any Environmental Law; and (ii) there are no liabilities of or relating to the Company or any Subsidiary of any kind whatsoever whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Law, and there are no facts, conditions, situations or set of circumstances that could reasonably be expected to result in or be the basis for any such liability; and (iii) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws and have obtained and are in compliance with all Environmental Permits. 21 26 (b) Except as set forth on Schedule 4.20, there has been no environmental investigation, study, audit, test, review or other analysis conducted of which the Company has knowledge in relation to the current or prior business of the Company or any Subsidiary or any property or facility now or previously owned, leased or operated by the Company or any Subsidiary which has not been delivered to Buyer at least five days prior to the date hereof. (c) Neither the Company nor any Subsidiary owns, leases or operates or has owned, leased or operated any real property, or conducts or has conducted any operations, in New Jersey or Connecticut. (d) For purposes of this Section 4.20, the following terms shall have the meanings set forth below: "COMPANY" and "SUBSIDIARY" shall include any entity which is, in whole or in part, a predecessor of the Company or any Subsidiary; "ENVIRONMENTAL LAWS" means any federal, state, local and foreign law (including, without limitation, common law), treaty, judicial decision, regulation, rule, judgment, order, decree, injunction, permit or governmental restriction or requirement or any agreement or contract with any governmental authority or other third party, whether now or hereinafter in effect, relating to human health and safety, the environment or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials; "ENVIRONMENTAL PERMITS" means all permits, licenses, franchises, certificates, approvals and other similar authorizations of governmental authorities relating to or required by Environmental Laws and affecting the business of the Company or any of its Subsidiaries as currently conducted. SECTION 4.21. Year 2000 Compliance. (a) Except as set forth on Schedule 4.21(a), all software (other than software licensed from third parties ("THIRD PARTY SOFTWARE")) that is sold or provided by the Company or any Subsidiary ("COMPANY SOFTWARE"), is Year 2000 Compliant. For purposes of this Section, "YEAR 2000 COMPLIANT" means software that is able accurately to process (including without limitation calculate, compare and sequence) date and time data from, into and between the years 1999 and 2000 and any other years in the 20th and 21st centuries when operated on the hardware and operating system platforms identified in Schedule 4.21(a) (b) To the extent that any Third Party Software that is provided with the Company Software may affect date or time data or the processing of date or time data by the Company Software, any such Third Party Software will operate in conjunction with 22 27 the Company Software in a manner that allows the Company Software to be Year 2000 Compliant. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to the Company that: SECTION 5.01. Corporate Existence and Power. Each of Buyer and Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Since the date of its incorporation, Merger Subsidiary has not engaged in any activities other than in connection with or as contemplated by this Agreement or in connection with arranging any financing required to consummate the transactions contemplated hereby. SECTION 5.02. Corporate Authorization. Each of Buyer and Merger Subsidiary has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by each of the Buyer and Merger Subsidiary of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Buyer or Merger Subsidiary, respectively. This Agreement has been duly executed and delivered by each of Buyer and Merger Subsidiary and constitutes a valid and binding agreement of each of Buyer and Merger Subsidiary, enforceable against each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 5.03. Governmental Authorization. The execution, delivery and performance by Buyer and Merger Subsidiary of this Agreement and the consummation by Buyer and Merger Subsidiary of the transactions contemplated by this Agreement require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) the filing of the Certificate of Merger in accordance with Delaware Law, (b) compliance with any applicable requirements of the HSR Act; and (c) compliance with any applicable requirements of the Exchange Act. SECTION 5.04. Non-contravention. The execution, delivery and performance by Buyer and Merger Subsidiary of this Agreement and the consummation by Buyer and 23 28 Merger Subsidiary of the transactions contemplated hereby do not and will not (a) contravene or conflict with the certificate of incorporation or bylaws of Buyer or of Merger Subsidiary, (b) assuming compliance with the matters referred to in Section 5.03, contravene or conflict with any provision of law, regulation, judgment, order or decree binding upon Buyer or Merger Subsidiary, or (c) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or Merger Subsidiary or to a loss of any benefit to which Buyer or Merger Subsidiary is entitled under any agreement, contract or other instrument binding upon Buyer or Merger Subsidiary, except, in the case of (b) and (c), for such matters as would not materially adversely effect the ability of Buyer and Merger Subsidiary to consummate the transactions contemplated by this Agreement. SECTION 5.05. Disclosure Documents. (a) The information with respect to Buyer and its subsidiaries that Buyer furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time the stockholders vote on adoption of this Agreement and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing thereof, at the time of any distribution thereof, and at the time of consummation of the Offer. (b) The Offer Documents, when filed, will comply as to form in all material respects with the applicable requirements of the Exchange Act and will not at the time of the filing thereof, at the time of any distribution thereof or at the time of consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions in the Offer Documents based upon information furnished to Buyer or Merger Subsidiary in writing by the Company specifically for use therein. ARTICLE 6 COVENANTS OF THE COMPANY SECTION 6.01. Conduct of the Company. From the date hereof until the Effective Time, the Company and the Subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their 24 29 business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time: (a) the Company will not adopt or propose any change in its Certificate of Incorporation or bylaws; (b) the Company will not, and will not permit any Subsidiary to, merge or consolidate with any other Person or acquire a material amount of assets of any other Person; (c) the Company will not, and will not permit any Subsidiary to, sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practice; (d) the Company will not, and will not permit any Subsidiary to, settle or compromise any suit or claims or threatened suit or claim relating to the transactions contemplated hereby; (e) the Company will not, and will not permit any Subsidiary to (i) take agree or commit to take any action that would make any representation and warranty of the Company hereunder (including without limitation, the Company's representations and warranties set forth in Section 4.10) inaccurate in any respect at, or as of any time prior to, the Effective Time or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty (including without limitation, the Company's representations and warranties set forth in Section 4.10) from being inaccurate in any respect at any such time; and (f) the Company will not, and will not permit any Subsidiary to, agree or commit to do any of the foregoing. SECTION 6.02. Tax Certification. At any time during the period beginning on the date hereof and ending at the Effective Time, the Company shall provide to Buyer, within two business days of a request by Buyer, a certificate meeting the requirements of Treas. Reg. Section 1.897-2(h) to the effect that the Company is not, nor has it been within 5 years of the date thereof, a "United States real property holding corporation" as defined in Section 897 of the Code." SECTION 6.03. Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable following the consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement, unless a vote shall not 25 30 be required under Delaware Law. The Directors of the Company shall, except as is required in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by Company Counsel, recommend approval and adoption of this Agreement by the Company's stockholders. In connection with such meeting, the Company (a) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (b) will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (c) will otherwise comply with all legal requirements applicable to such meeting. SECTION 6.04. Access to Information. From the date hereof until the Effective Time, the Company will give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records (including tax records) of the Company and the Subsidiaries, will furnish to Buyer, its counsel, financial advisors, auditors and other authorized representations such financial and operating data and other information as such Persons may reasonably request, will instruct the Company's employees, counsel and financial advisors to cooperate with Buyer in its investigation of the business of the Company and the Subsidiaries and will arrange for meetings between Buyer, its counsel, financial advisors, auditors and other authorized representatives and the key employees of the Company and the Subsidiaries listed on Schedule 6.04; provided that no investigation pursuant to this Section 6.04, shall affect any representation or warranty given by the Company to Buyer hereunder. SECTION 6.05. Other Offers. From the date hereof until the termination hereof, the Company and the Subsidiaries and the officers, directors, employees or other agents of the Company and the Subsidiaries will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) except as may be required, in response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by Company Counsel, engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. The Company will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) the Company has received any Acquisition Proposal, (ii) the Company has been advised that any Person is considering making an Acquisition Proposal, or (iii) the Company has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. The Company will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. In addition to the foregoing provisions of this Section 6.05, the Company shall not engage in 26 31 negotiations with, or disclose any nonpublic information to, any such Person unless it receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than the Non-Disclosure Agreement. The Company shall, and shall cause its Subsidiaries and the Company's directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any offer or proposal for a merger or other business combination involving the Company or any Subsidiary, the acquisition of any equity interest in, or a substantial portion of the assets of, the Company or any Subsidiary, other than the transactions contemplated by this Agreement, however, Acquisition Proposal shall not include sales of products or services made in the ordinary course of business consistent with past practices. SECTION 6.06. Notices of Certain Events. The Company shall promptly notify Buyer of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (b) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.13 or which relate to the consummation of the transactions contemplated by this Agreement. ARTICLE 7 COVENANTS OF BUYER SECTION 7.01. Obligations of Merger Subsidiary. Buyer will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. SECTION 7.02. Voting of Shares. Buyer agrees to vote all Shares beneficially owned by it in favor of adoption of this Agreement at the Company Stockholder Meeting. 27 32 SECTION 7.03. Director and Officer Liability. For six years after the Effective Time, Buyer will cause the Surviving Corporation to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent provided under the Company's Certification of Incorporation and bylaws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. For six years after the Effective Time, Buyer will cause the Surviving Corporation to use its best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided that in satisfying its obligation under this Section, Buyer shall not be obligated to cause the Surviving Corporation to pay premiums in excess of 150% of the amount per annum the Company paid in the twelve months ended December 31, 1998, which amount is $140,431. Buyer, Merger Subsidiary and the Company acknowledge and agree that any directors and officers, present or former, of the Company are third party beneficiaries under this Section 7.03 and, as such, shall be entitled to the benefits of all covenants and obligations of Buyer hereunder. ARTICLE 8 COVENANTS OF BUYER AND THE COMPANY SECTION 8.01. Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. SECTION 8.02. Certain Filings. The Company and Buyer shall cooperate with one another (a) in connection with the preparation of the Company Disclosure Documents and the Offer Documents, (b) in determining whether any action by or in respect of, or filing with, any governmental body, agency or official, or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Company Disclosure Documents or the Offer Documents and seeking timely to obtain any such actions, consents, approvals or waivers. 28 33 SECTION 8.03. Public Announcements. Buyer and the Company will consult with each other before issuing any press release or making any public statement with respect to this Agreement and the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange or automated quotation system, will not issue any such press release or make any such public statement prior to such consultation. SECTION 8.04. Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger. ARTICLE 9 CONDITIONS OF THE MERGER SECTION 9.01. Conditions to the Obligations of Each Party. The obligations of the Company, Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by Delaware Law, this Agreement shall have been adopted by the stockholders of the Company in accordance with such law; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired or has been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; and (d) Buyer shall have purchased Shares pursuant to the Offer. 29 34 ARTICLE 10 TERMINATION SECTION 10.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): (a) by mutual written consent of the Company and Buyer; (b) by either the Company or Buyer, if the Offer has not been consummated by June 30, 1999; (c) by either the Company or Buyer, if there shall be any law or regulation that makes consummation of the Offer or the Merger illegal or otherwise prohibited or if any judgment, injunction, order or decree enjoining Buyer or the Company from consummating the Offer or the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable; (d) by Buyer, if this Agreement shall not have been approved and adopted by a majority of the Shares entitled to vote as required under Delaware Law by reason of the failure to obtain the required vote at a duly held meeting of stockholders or any adjournment thereof; (e) by Buyer, in the event of any breach by any stockholder of any of such stockholder's obligations under any of the Stockholder Agreements dated as of the date hereof entered into by Merger Subsidiary and the stockholders listed on Schedule 10.01(e) hereto (the "STOCKHOLDER AGREEMENTS"); (f) by Buyer, if (i) the Company shall have entered into, or shall have publicly announced its intention to enter into, an agreement with respect to any Acquisition Proposal, or (ii) the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Buyer the Board's approval or recommendation of the Offer or the Merger; (g) by Buyer, if the Company shall have breached or failed to observe or perform any of its representations or obligations under Section 1.02, 6.03 or 6.05; or (h) by Company, upon payment to Buyer of the amounts referred to in Section 11.04(b), if prior to a duly called meeting of the stockholders of the Company for the purpose of voting on the approval and adoption of this Agreement, the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Buyer its approval or recommendation of the Offer or the Merger in order to permit Company to 30 35 execute an agreement in connection with an Acquisition Proposal with respect to the Company which the Board of Directors of the Company determines in good faith (based on the presentation of an investment banking firm of national reputation) to be more favorable to the Company's stockholders than the Merger. The party desiring to terminate this Agreement pursuant to any of clauses (b) through (h) above shall give written notice of such termination to the other party in accordance with Section 11.01. SECTION 10.02. Effect of Termination. If this Agreement is terminated pursuant to Section 10.01, this Agreement shall become void and of no effect with no liability on the part of any party hereto, except that (a) the agreements contained in this Section 10.02 and Section 11.04 shall survive the termination hereof and (b) no such termination shall relieve any party of any liability or damages resulting from any breach by that party of any provision of this Agreement. ARTICLE 11 MISCELLANEOUS SECTION 11.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given, if to Buyer or Merger Subsidiary to: Science Applications International Corporation 1241 Cave Street La Jolla, CA 92037 Attention: William Roper Fax: (619) 546-6660 with copies to: Science Applications International Corporation 10260 Campus Point Drive, M/S F3 San Diego, California 92121 Attention: Kevin A. Werner Fax: (619) 535-7992 31 36 and: Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Att.: David L. Caplan Fax: (212) 450-4800 if to the Company to: Oacis Healthcare Holdings Corp. 1101 Fifth Avenue Suite 200 San Rafael, CA 94901 Att.: Stephen Ghiglieri Fax: (415) 482-4640 with copies to: Cooley Godward LLP One Maritime Plaza 20th Floor San Francisco, CA 94111 Att.: Kenneth L. Guernsey Fax: (415) 951-3699 or such other address or telecopy number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective (a) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section and the appropriate telecopy confirmation is received or (b) if given by any other means, when delivered at the address specified in this Section. SECTION 11.02. Survival of Representations and Warranties. The representations and warranties and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement except for the agreements set forth in Section 11.04. SECTION 11.03. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Buyer and Merger Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, (ii) any term of the certificate of 32 37 incorporation of the Surviving Corporation or (iii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 11.04. Fees and Expenses. (a) Except as otherwise provided in this Section, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. (b) The Company agrees that it will pay Buyer a fee in immediately available funds equal to $2,500,000 promptly, but in no event later than two business days, if: (i) this Agreement is terminated pursuant to any of clauses (e) through (h) of Section 10.01; or (ii) (A) prior to the termination of this Agreement, an Acquisition Proposal is commenced, publicly proposed or publicly disclosed and (B) this Agreement is terminated pursuant to Section 10.01(b) or 10.01(d). SECTION 11.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto except that Buyer may transfer or assign, in whole or from time to time in part, to one or more of its Affiliates, the right to purchase Shares pursuant to the Offer, but any such transfer or assignment will not relieve Buyer of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. SECTION 11.06. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 11.07. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Except for Section 7.03 33 38 hereof, no provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 11.08. Entire Agreement. This Agreement and Mutual Non-Disclosure Agreement effective as of November 4, 1998 between Buyer and the Company ("NON-DISCLOSURE AGREEMENT") constitute the entire agreement among Buyer, Merger Subsidiary and the Company with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among Buyer, Merger Subsidiary and the Company with respect to the subject matter hereof. SECTION 11.09. Definitions. Each of the following terms is defined in the Section set forth opposite such term:
Term Section - ---- ------- Acquisition Proposal 6.05 Affiliate 1.03 Certificate of Merger 2.01 Balance Sheet 4.08 Balance Sheet Date 4.08 Certificate of Incorporation 4.01 Code 2.05 Common Stock 1.01 Company Counsel 1.02 Company Disclosure Documents 4.09 Company Proxy Statement 4.09 Company Securities 4.05 Company Software 4.21 Company Stockholder Meeting 6.03 Company 10-K 4.06 Company 10-Qs 4.07 Non-Disclosure Agreement 11.08 Effective Time 2.01 Employee Plans 4.15 Environmental Laws 4.20 Environmental Permits 4.20 ERISA 4.15 ERISA Affiliate 4.15 Exchange Act 4.03 Exchange Agent 2.03 Delaware Law 1.02 HSR Act 4.03 Intellectual Property Rights 4.18 IRS 4.14 - --------------------------------------------------------------
34 39 Lien 4.04 Material Adverse Effect 4.01 Merger 2.01 Merger Consideration 2.02 Minimum Condition 1.01 Offer 1.01 Offer Documents 1.01 Person 2.03 Related Financial Statements 4.08 Schedule 14D-9 1.02 SEC 4.07 Shares 1.01 Stockholder Agreements 10.01 Subsidiary 4.06 Subsidiary Securities 4.06 Substitute Option 2.05 Surviving Corporation 2.01 Taxes 4.14 Taxing Authority 4.14 Tax Return 4.14 Third Party Software 4.21 Year 2000 Compliant 4.21
35 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as an instrument under seal by their respective authorized officers as of the day and year first above written. OACIS HEALTHCARE HOLDINGS CORP. By: /s/ JIM MCCORD ----------------------------------------- NAME: Jim McCord TITLE: Chief Executive Officer SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ WILLIAM A. ROPER, JR. ----------------------------------------- NAME: William A. Roper, Jr. TITLE: Senior Vice President and Chief Financial Officer OSCAR ACQUISITION CORPORATION By: /s/ DAVID A. COX ----------------------------------------- NAME: David A. Cox TITLE: President 36 41 ANNEX I Notwithstanding any other provision of the Offer, Buyer shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if (i) the Minimum Condition has not been satisfied by June 30, 1999, (ii) the applicable waiting period under the HSR Act shall not have expired or been terminated by June 30, 1999, or (iii) at any time on or after the date hereof and prior to the acceptance for payment of Shares, any of the following conditions exist: (a) there shall be threatened, instituted or pending any action, suit, investigation or proceeding (collectively a "Proceeding") (1) by any Person, foreign or domestic (except a government or governmental authority or agency, domestic or foreign (each, a "Governmental Authority")), if there is a reasonable possibility that such Proceeding will be decided in such Person's favor or (2) by any Governmental Authority, in any case, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to in make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some of or all the Shares pursuant to the Offer or the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Offer or the Merger, (ii) seeking to restrain or prohibit Buyer's ownership or operation (or that of its subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or of Buyer and its subsidiaries, taken as a whole, or to compel Buyer or any of its subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and the Subsidiaries, taken as a whole, or of Buyer and its subsidiaries, taken as a whole, (iii) seeking to impose or confirm material limitations on the ability of Buyer or any of its subsidiaries or Affiliates effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Buyer or any of its subsidiaries or Affiliates on all matters properly presented to the Company's stockholders, (iv) seeking to require divestiture by Buyer or any of its subsidiaries or Affiliates of any Shares, or (v) that otherwise would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, or Buyer and its subsidiaries, taken as a whole; or (b) there shall be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer or the Merger, by any court, government or governmental authority or agency, domestic or foreign other than the application of the waiting period provisions of the HSR Act to the Offer or the Merger that is reasonably likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; or 42 (c) the Company shall have breached or failed to perform in any material respect any of its covenants or agreements under the Merger Agreement, or any of the representations and warranties of the Company set forth in the Merger Agreement shall not be true when made or at any time prior to consummation of the Offer as if made at and as of such time; provided, however, that in the event that Section 4.21 of the Merger Agreement is not true, then Buyer shall be required to accept for payment and pay for all Shares validly tendered and not withdrawn, so long as the Company has (i) cured such inaccuracy prior to the consummation of the Offer or (ii) demonstrated to Buyer that such inaccuracy can be cured without having a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; or (d) the Company shall have entered into, or shall have publicly announced its intention to enter into, an agreement or an agreement in principle with respect to any Acquisition Proposal or the Board of Directors of the Company shall have withdrawn or modified in a manner adverse to Buyer the Board's approval or recommendation of the Offer or the Merger; or (e) any Person or group (as defined in Section 13(d)(3) of the Exchange Act) (other than Buyer, the Merger Subsidiary or any Affiliate thereof) shall have acquired beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act) of a majority of the outstanding Shares through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 50% of the Shares; or (f) the Merger Agreement shall have been terminated in accordance with its terms, which in the reasonable judgment of Buyer in any such case, and regardless of the circumstances (including any action or omission by Buyer) giving rise to any such condition, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Buyer and Merger Subsidiary and may, subject to the terms of the Agreement, be waived by Buyer and Merger Subsidiary in whole or in part at any time and from time to time in their discretion. The failure by Buyer or Merger Subsidiary at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the Effective Time. 2 EX-99.(C)(2) 11 EXHIBIT 99(C)(2) 1 EXHIBIT 99(c)(2) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and Information Partners Capital Fund, L.P. ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 1,603,525 shares of Company Common Stock and holds warrants to purchase 135,757 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired 2 by purchase, exercise of options or otherwise, at any time after the date hereof and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of (a) 1,603,525 Shares and (b) warrants to purchase 135,757 shares of Company Common Stock free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares and warrants referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by 4 5 bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information 5 6 relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors, except David Dominik, who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter 6 7 hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 7 8 SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A Cox ---------------------------------------- Name: David A Cox Title: President INFORMATION PARTNERS CAPITAL FUND, L.P. By Information Partners By: /s/ David C. Dominik ---------------------------------------- Title: General Partner 9 EX-99.(C)(3) 12 EXHIBIT 99(C)(3) 1 EXHIBIT 99(c)(3) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and BCIP Associates ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 90,332 shares of Company Common Stock and holds warrants to purchase 4,398 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired 2 by purchase, exercise of options or otherwise, at any time after the date hereof and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of (a) 90,332 Shares and (b) warrants to purchase 4,398 shares of Company Common Stock free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares and warrants referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by 4 5 bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information 5 6 relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter 6 7 hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 7 8 SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A Cox --------------------------------- Name: David A Cox Title: President BCIP ASSOCIATES By: /s/ David C. Dominik --------------------------------- Title: General Partner 9 EX-99.(C)(4) 13 EXHIBIT 99(C)(4) 1 EXHIBIT 99(c)(4) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and BCIP Trust Associates, L.P. ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 39,688 shares of Company Common Stock and holds warrants to purchase 6,451 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired 2 by purchase, exercise of options or otherwise, at any time after the date hereof and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of (a) 39,688 Shares and (b) warrants to purchase 6,451 shares of Company Common Stock free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares and warrants referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by 4 5 bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information 5 6 relating to the Company or any Subsidiary, or for access to the properties, books or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter 6 7 hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 7 8 SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A Cox ------------------------------------- Name: David A Cox Title: President BCIP TRUST ASSOCIATES, L.P. By: /s/ David C. Dominik ------------------------------------- Title: General Partner 9 EX-99.(C)(5) 14 EXHIBIT 99(C)(5) 1 EXHIBIT 99(c)(5) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and Sutter Hill Ventures ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 819,216 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 819,216 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ------------------------------------- Name: David A. Cox Title: President SUTTER HILL VENTURES, A California Limited Partnership By: /s/ William H. Younger, Jr. ------------------------------------- Name: William H. Younger, Jr. Title: Managing Director of the General Partner 9 EX-99.(C)(6) 15 EXHIBIT 99(C)(6) 1 EXHIBIT 99(c)(6) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and InterWest Partners V, L.P. ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 1,122,882 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 1,122,882 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ------------------------------------ Name: David A. Cox Title: President INTERWEST PARTNERS V, L.P. By: Interwest Management Partners V, L.P., General Partner By: /s/ Al Crites ------------------------------------ General Partner 9 EX-99.(C)(7) 16 EXHIBIT 99(C)(7) 1 EXHIBIT 99(c)(7) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("Buyer"), and IMS Health Incorporated ("Stockholder"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("Parent"), to enter into an agreement and plan of merger (the "Merger Agreement") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "Company"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "Company Common Stock") through (a) a tender offer (the "Offer") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "Per Share Amount") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "Merger") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 1,110,661 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY Section 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "Shares"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. Section 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. Section 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: Section 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. Section 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 1,110,661 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. Section 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Section 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: Section 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: Section 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Section 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. Section 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. Section 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. Section 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS Section 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. Section 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 Section 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. Section 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. Section 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. Section 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. Section 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. Section 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Section 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. Section 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "Merger Agreement" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "Offer" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ------------------------------------- Name: David A. Cox Title: President IMS Health Incorporated By: /s/ Kenneth Siegel ------------------------------------- Name: Kenneth Siegel Title: Senior Vice President 9 EX-99.(C)(8) 17 EXHIBIT 99(C)(8) 1 EXHIBIT 99(c)(8) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and Sequoia Capital Growth Fund ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 663,842 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 663,842 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ------------------------------------ Name: David A. Cox Title: President SEQUOIA CAPITAL GROWTH FUND By: Sequoia Partners CF By: /s/ Thomas F. Stephenson ------------------------------------ Thomas F. Stephenson General Partner 9 EX-99.(C)(9) 18 EXHIBIT 99(C)(9) 1 EXHIBIT 99(c)(9) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and Sequoia Technology Partners III ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 42,373 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 1 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 42,373 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox -------------------------------------------- Name: David A. Cox Title: President SEQUOIA TECHNOLOGY PARTNERS III By: Sequoia Technology Partners III By: /s/ Thomas F. Stephenson -------------------------------------------- Thomas F. Stephenson General Partner 9 EX-99.(C)(10) 19 EXHIBIT 99(C)(10) 1 EXHIBIT 99(c)(10) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and WPG Enterprise Fund II, L.L.C. ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 342,982 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired 1 2 by purchase, exercise of options or otherwise, at any time after the date hereof and prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 342,982 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ---------------------------------------- Name: David A. Cox Title: President WPG ENTERPRISE FUND II, L.L.C. By WPG Venture Partners III, L.P., Fund Investment Advisory Member By: /s/ Annette Bianchi ---------------------------------------- Annette Bianchi General Partner 9 EX-99.(C)(11) 20 EXHIBIT 99(C)(11) 1 EXHIBIT 99(c)(11) STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT dated as of February 21, 1999 between Oscar Acquisition Corporation, a Delaware corporation ("BUYER"), and Weiss, Peck & Greer Venture Associates III, L.L.C. ("STOCKHOLDER"). WHEREAS, in order to induce Buyer and Science Applications International Corporation, a Delaware corporation ("PARENT"), to enter into an agreement and plan of merger (the "MERGER AGREEMENT") with Oacis Healthcare Holdings Corp., a Delaware corporation (the "COMPANY"), Buyer has required that Stockholder, and Stockholder has agreed to, enter into this Agreement; and WHEREAS, the Merger Agreement provides, among other things, upon the terms and subject to the conditions thereof, for the acquisition by Buyer of all the outstanding shares of Common Stock, par value $0.01 per share, of the Company (the "COMPANY COMMON STOCK") through (a) a tender offer (the "OFFER") for all shares of Company Common Stock for $4.45 per share net to the sellers thereof in cash (the "PER SHARE AMOUNT") and (b) a second-step merger pursuant to which Buyer will merge with the Company (the "MERGER") and all outstanding shares of Company Common Stock other than shares of Company Common Stock held by Parent or any directly or indirectly wholly owned subsidiary of Parent or shares of Company Common Stock held in the treasury of the Company will be converted into the right to receive the Per Share Amount in cash; and WHEREAS, as of the date hereof, Stockholder owns (both beneficially and of record) 285,109 shares of Company Common Stock. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 AGREEMENT TO TENDER; VOTING AGREEMENT; GRANT OF PROXY SECTION 1.01. Agreement to Tender. Stockholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the terms of the Offer all of the shares of capital stock of the Company that Stockholder beneficially owns as of the date hereof as well as any additional shares of capital stock of the Company that Stockholder may beneficially own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof and 2 prior to the expiration of the Offer, as the expiration of the Offer may be extended from time to time (the "SHARES"). Within five business days after the commencement of the Offer, Stockholder shall deliver to the depositary designated in the Offer (i) a letter of transmittal with respect to the Shares complying with the terms of the Offer, (ii) certificates representing all of the Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer. SECTION 1.02. Voting Agreement. (a) Stockholder hereby irrevocably and unconditionally agrees to vote or cause to be voted all Shares that such Stockholder is entitled to vote at the time of any vote of the stockholders of the Company where such matters arise (i) in favor of the approval and adoption of the Merger Agreement and in favor of the transactions contemplated thereby and (ii) against any (A) Acquisition Proposal (other than the Merger), (B) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company, (C) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (D) other matter relating to, or in connection with, any of the matters referred to in clause (A), (B) or (C) above. (b) If any stockholder vote in respect of the Merger Agreement or any of the transactions contemplated by the Merger Agreement is taken by written consent, the provisions of this Agreement imposing obligations in respect of or in connection with any vote of stockholders shall apply mutatis mutandis to such action by written consent. SECTION 1.03. Irrevocable Proxy. Stockholder hereby irrevocably and unconditionally revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby irrevocably and unconditionally grants a proxy appointing Buyer as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.02 above as Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. Stockholder shall use its best effort to cause any record owner of Shares to grant to Buyer a proxy to the same effect as that contained herein. Stockholder shall perform such further acts and execute 2 3 such further documents as may be required to vest in Buyer the sole power to vote the Shares during the term of the proxy granted herein. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder represents and warrants to Buyer that: SECTION 2.01. Corporate Authorization; Binding Effect. Stockholder has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 2.02. Non-Contravention; Governmental Authorization. (a) The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws or other organizational document of such Stockholder, (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to such Stockholder, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to a right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement, contract or other instrument binding on such Stockholder or (iv) result in the creation or imposition of any Lien on any asset of such Stockholder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable 3 4 requirements, if any, of the Exchange Act and the HSR Act and the rules and regulations thereunder. SECTION 2.03. Ownership of Shares. Stockholder is the sole, true, lawful, beneficial and record owner of 285,109 Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares). Upon delivery of the Shares and payment of the purchase price therefor, Buyer will receive good and marketable title to the Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction or encumbrance of any kind. None of the Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares. SECTION 2.04. Total Shares. Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. SECTION 2.05. Finder's Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Stockholder: SECTION 3.01. Corporate Authorization; Binding Effect. Buyer has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws 4 5 relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). ARTICLE 4 COVENANTS OF STOCKHOLDER Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for, Encumbrances or Transfers of Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or any options, warrants or other rights to acquire Company Common Stock or (ii) sell, assign, transfer, encumber, mortgage, or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance, mortgage or other disposition of, any Shares or any options, warrants or other rights to acquire Company Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance, mortgage, or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. From the date hereof until the termination hereof, Stockholder and the officers, directors, employees or other agents of Stockholder will not, directly or indirectly, (i) take any action to solicit, initiate or encourage any Acquisition Proposal or (ii) engage in negotiations with, or disclose any nonpublic information relating to the Company or any Subsidiary or afford access to the properties, books or records of the Company or any Subsidiary to, any Person. Stockholder will promptly (and in no event later than 24 hours after receipt of the relevant Acquisition Proposal) notify (which notice shall be provided orally and in writing and shall identify the Person making the relevant Acquisition Proposal and set forth the material terms thereof) Buyer after (i) such Stockholder has received any Acquisition Proposal, (ii) such Stockholder has been advised that any Person is considering making an Acquisition Proposal, or (iii) such Stockholder has received any request for nonpublic information relating to the Company or any Subsidiary, or for access to the properties, books 5 6 or records of the Company or any Subsidiary, by any Person. Stockholder will keep Buyer fully informed of the status and details of any such Acquisition Proposal or request. Stockholder shall, and shall cause its directors, officers, employees, financial advisors and other agents or representatives to, cease immediately and cause to be terminated all activities, discussions or negotiations, if any, with any Persons conducted heretofore with respect to any Acquisition Proposal. The provisions of this Section 4.02 shall not impose any additional limitations upon the ability of Stockholder to exercise its fiduciary duties as a director of the Company under applicable law. SECTION 4.03. Action in Stockholder Capacity Only. Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company. SECTION 4.04. Appraisal Rights. Stockholder agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. SECTION 4.05. Board of Directors. Stockholder agrees to take all necessary action in order to cause all of the directors who are affiliated with Stockholder to resign as directors of the Company upon consummation of the Offer. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Anti-dilution Adjustments. In the event of any change in the number of Shares owned by Stockholder by reason of any stock dividend, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company, the number of Shares and the Per Share Amount shall be appropriately adjusted, and Buyer shall be entitled to receive any non-cash distributions made in respect of any Shares purchased hereunder. SECTION 5.02. Entire Agreement. This Agreement constitutes the entire agreement between Buyer and Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between Buyer and Stockholder with respect to the subject matter hereof. 6 7 SECTION 5.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto, except that Buyer may transfer or assign its rights and obligations to any affiliate of Buyer. SECTION 5.04. Survival of Representations and Warranties. The representations and warranties and agreements contained in this Agreement shall for a period of one year after the delivery of and payment for the Shares. SECTION 5.05. Further Assurances. Buyer and Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.06. Amendments; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof. SECTION 5.07. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.08. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. SECTION 5.09. Counterparts; Effectiveness; Third Party. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date hereof. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. SECTION 5.10. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 7 8 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.12. Defined Terms. (a) Capitalized terms used but not separately defined herein shall have the respective meanings set forth in the Merger Agreement. (b) For purposes of the Agreement, the term "beneficially own" shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (c) For purposes of this Agreement, the term "MERGER AGREEMENT" includes the Merger Agreement, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Merger Agreement in a manner such that the Merger Agreement, as so amended or modified, is less favorable to Stockholder in any material respect than is the Merger Agreement in effect on the date hereof. (d) For purposes of this Agreement, the term "OFFER" includes the Offer, as the same may be modified or amended from time to time; provided that no such amendment or modification amends or modifies the Offer in a manner such that the Offer, as so amended or modified, is less favorable to Stockholder in any material respect than is the Offer in effect before such amendment or modification. 8 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. OSCAR ACQUISITION CORPORATION By: /s/ David A. Cox ---------------------------------------- Name: David A. Cox Title: President Weiss, Peck & Greer Venture Associates III, L.L.C. By: WPG Venture Partners III, L.P., Fund Investment Advisory Member By: /s/ Annette Bianchi ---------------------------------------- Annette Bianchi General Partner 9 EX-99.(C)(12) 21 EXHIBIT 99(C)(12) 1 EXHIBIT 99(c)(12) February 19, 1999 Mr. Louis Bunz 12238 East Poinsettia Drive Scottsdale, Arizona 85259 Dear Lou: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $150,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $37,500, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $45,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (a) $67,500, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (Circled) (b) $45,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 2,148 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $67,500, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner --------------------------- Kevin A. Werner Acknowledged and Agreed By: /s/ Louis Bunz ------------------------- Louis Bunz 3 EX-99.(C)(13) 22 EXHIBIT 99(C)(13) 1 EXHIBIT 99(c)(13) February 19, 1999 Mr. John Churin 2102 Falcon Ridge Petaluma, California 94954 Dear John: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $126,103, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $18,915, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $25,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (circled)(a) $37,500, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (b) $25,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 1,806 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $37,500, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ----------------------------------- Acknowledged and Agreed By: /s/ John Churin ------------------------------- John Churin 3 EX-99.(C)(14) 23 EXHIBIT 99(C)(14) 1 EXHIBIT 99(c)(14) February 19, 1999 Mr. Louis Delzompo 48942 Rose Garden Court Fremont, California 94539 Dear Lou: We write to welcome Oacis Healthcare Systems ("OACIS") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $175,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $43,750, which will be earned ratably on a monthly basis following the closing of the acquisition ("CLOSING") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("FISCAL YEAR 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $45,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (a) $67,500, which will be paid in shares of SAIC's Class A Common Stock ("SAIC STOCK") vesting over four years ("VESTING SHARES"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in 2 effect on the date of the award (the "FORMULA PRICE"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover. OR (b) $45,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 2,506 shares of SAIC Stock which will vest over four years ("VESTING OPTIONS"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $67,500, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "AT WILL" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("SEVERANCE AGREEMENT"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "COVERED TERMINATION" as described in Section 5.6(c) of the Severance Agreement and (ii) 3 you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "COVERED TERMINATION" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "COMPANY BONUS" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A Werner ------------------------------------- Acknowledged and Agreed By: /s/ Louis Delzompo -------------------------- Louis Delzompo EX-99.(C)(15) 24 EXHIBIT 99(C)(15) 1 EXHIBIT 99(c)(15) February 19, 1999 Mr. Stephen Ghiglieri 701 Rosemount Road Oakland, California 94610 Dear Stephen: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $170,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $104,000, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $70,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (a) $105,000, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 1 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (Circled) (b) $70,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 2,435 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $105,000, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). 2 3 The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A Werner ------------------------------------------ Acknowledged and Agreed By: /s/ Stephen Ghiglieri -------------------------- Stephen Ghiglieri 3 EX-99.(C)(16) 25 EXHIBIT 99(C)(16) 1 EXHIBIT 99(c)(16) February 19, 1999 Mr. Jim Kennick 2759 Cherry Lane Walnut Creek, California 94596 Dear Jim: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $112,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $16,800, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $15,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (Circled) (a) $22,500, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 1 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (b) $15,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 1,604 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $22,500, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A Werner ------------------------------------ Acknowledged and Agreed By: /s/ Jim Kennick ------------------------------- Jim Kennick 3 EX-99.(C)(17) 26 EXHIBIT 99(C)(17) 1 EXHIBIT 99(c)(17) February 19, 1999 Mr. Richard Larsen 67 Mountain View Road Fairfax, California 94930 Dear Rick: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 COMPENSATION AND BENEFITS. The basic components of your 1999 compensation package will be: 1. A base salary of $140,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $28,000, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). Full credit will be given under these plans for prior service with Oacis and predecessor companies. [handwritten note:] Full credit will be given under these plans for prior service with Oacis and predecessor companies. (Circled) 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. SPECIAL RETENTION PACKAGE. Your special retention award will include: 1. A sign-on bonus of $30,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (a) $45,000, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (Circled) (b) $30,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 2,005 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $45,000, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A Werner ------------------------------- Acknowledged and Agreed By: /s/ Richard Larsen -------------------------- Richard Larsen 3 EX-99.(C)(18) 27 EXHIBIT 99(C)(18) 1 EXHIBIT 99(c)(18) February 19, 1999 Mr. Jim McCord 753 Partridge Avenue Menlo Park, California 94025 Dear Jim: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $218,400, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $109,200, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $70,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (Circled) (a) $105,000, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (b) $70,000, which will be paid in cash on the first anniversary of the Closing. 3. An award of options to purchase 3,128 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $105,000, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A Werner ----------------------------------------- Acknowledged and Agreed By: /s/ Jim McCord -------------------------------- Jim McCord 3 EX-99.(C)(19) 28 EXHIBIT 99(C)(19) 1 EXHIBIT 99(c)(19) February 19, 1999 Ms. Lee Ann Slinkard 5937 Buena Vista Avenue Oakland, California 94618 Dear Lee Ann: We write to welcome Oacis Healthcare Systems ("Oacis") to the Science Applications International Corporation ("SAIC") corporate family. This letter also will confirm (i) your 1999 salary, guaranteed bonus and employee benefits as an Oacis employee and (ii) a special retention package granted to you in connection with SAIC's acquisition of Oacis. A. 1999 Compensation and Benefits. The basic components of your 1999 compensation package will be: 1. A base salary of $175,000, payable bi-weekly on SAIC's normal payroll dates. 2. A company bonus of $43,750, which will be earned ratably on a monthly basis following the closing of the acquisition ("Closing") and will be paid in cash as soon as practicable following the end of SAIC's fiscal year ending in January, 2000 ("Fiscal Year 2000"). 3. All vacation, insurance, retirement and other benefits generally available to similarly situated employees of SAIC's Health Solutions Group. B. Special Retention Package. Your special retention award will include: 1. A sign-on bonus of $45,000, which will be paid in cash as soon as practicable following the Closing. 2. A stay-in-place bonus of either: (a) $67,500, which will be paid in shares of SAIC's Class A Common Stock ("SAIC Stock") vesting over four years ("Vesting Shares"). These Vesting Shares will be awarded as soon as practicable following the Closing, and the number of Vesting Shares awarded to you will be 2 determined by reference to the formula price for SAIC Stock (as determined by SAIC's Board of Directors) in effect on the date of the award (the "Formula Price"). Such Vesting Shares will be awarded in accordance with SAIC's 1984 Bonus Compensation Plan, as amended, and shall be subject to SAIC's standard form of Bonus Compensation Stock Restriction Agreement, which will be forwarded to you under separate cover, OR (Circled) (b) $45,000, which will be paid in cash on the first anniversary of the Closing. [handwritten note:] Carrying over your years of serving (other) 3. An award of options to purchase 2,506 shares of SAIC Stock which will vest over four years ("Vesting Options"). Your Vesting Options will be granted as soon as practicable following the Closing, and the exercise price with respect to the Vesting Options shall be the Formula Price in effect on the date of grant. Your Vesting Options will be granted (subject to the approval of SAIC's Stock Option Committee) in accordance with SAIC's 1998 Stock Option Plan, as amended, and shall be subject to SAIC's standard form of Non-Qualified Stock Option Agreement and Confirmation, which will be forwarded to you under separate cover. 4. A performance award of Vesting Shares with a value of $67,500, provided that, for the period beginning April 1, 1999, and ending January 31, 2000, Oacis achieves at least (i) $30 million in gross operating revenue and (ii) $1.5 million of earnings before interest, taxes and acquisition costs. These Vesting Shares (if earned) will be awarded within 60 days following the end of SAIC's Fiscal Year 2000, and the number of Vesting Shares awarded will be determined by reference to the Formula Price in effect on the date of award. The Vesting Shares and Vesting Options described above will vest 20% on the first, second and third anniversaries of the date of award, and 40% on the fourth anniversary of the date of award. You acknowledge and agree that your employment by Oacis or SAIC (if applicable) is "at will" and that such employment may be terminated at any time, with or without cause, subject only to the right to receive severance payments 2 3 pursuant to that certain Executive Severance Benefits Agreement between you and Oacis ("Severance Agreement"). The special retention package described in Section B above will be conditioned upon your execution and return of SAIC's Non-Solicitation Agreement, a copy of which is enclosed herewith. Moreover, by accepting the benefits described herein, (i) you waive any right to assert a "Covered Termination" as described in Section 5.6(c) of the Severance Agreement and (ii) you acknowledge that the establishment of dual reporting relationships (pursuant to which you or your subordinates also will report to SAIC counterparts) which does not result in any actual material diminution in your duties or responsibilities shall not constitute a "Covered Termination" pursuant to Section 5.6(a) of the Severance Agreement. You further acknowledge and agree that (x) the bonus payments and awards described in Section B above are extraordinary and are not anticipated to be recurring, and (y) that for future years, your "company bonus" will not be guaranteed, but will be merit based. We look forward to your joining SAIC. Very truly yours, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ------------------------------------- Acknowledged and Agreed By: /s/ Lee Ann Slinkard --------------------------- Lee Ann Slinkard 3 EX-99.(C)(20) 29 EXHIBIT 99(C)(20) 1 EXHIBIT 99(c)(20) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Louis Bunz ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 20, 1999 --------------------- "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ----------------------------- "EMPLOYEE" /s/ Louis Bunz 2 EX-99.(C)(21) 30 EXHIBIT 99(C)(21) 1 EXHIBIT 99(c)(21) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and John Churin ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 19, 1999 --------------------- "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner -------------------------------- "EMPLOYEE" /s/ John Churin 2 EX-99.(C)(22) 31 EXHIBIT 99(C)(22) 1 EXHIBIT 99(c)(22) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Louis Delzompo ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 19, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ----------------------------- "EMPLOYEE" /s/ Louis Delzompo 2 EX-99.(C)(23) 32 EXHIBIT 99(C)(23) 1 EXHIBIT 99(c)(23) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Stephen Ghilglieri ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 20, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ---------------------------------- "EMPLOYEE" /s/ Stephen Ghiglieri 2 EX-99.(C)(24) 33 EXHIBIT 99(C)(24) 1 EXHIBIT 99(c)(24) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Jim Kennick ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 20, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner --------------------------------- "EMPLOYEE" /s/ Jim Kennick 2 EX-99.(C)(25) 34 EXHIBIT 99(C)(25) 1 EXHIBIT 99(c)(25) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Richard Larsen ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 20, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ----------------------------- "EMPLOYEE" /s/ Richard Larsen 2 EX-99.(C)(26) 35 EXHIBIT 99(C)(26) 1 EXHIBIT 99(c)(26) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Jim McCord ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 1 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 20, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner ---------------------------- "EMPLOYEE" /s/ Jim McCord 2 EX-99.(C)(27) 36 EXHIBIT 99(C)(27) 1 EXHIBIT 99(c)(27) NON-SOLICITATION AGREEMENT THIS NON-SOLICITATION AGREEMENT ("Agreement") is made and entered into among Science Applications International Corporation ("SAIC") and Lee Ann Slinkard ("Employee"). 1. EFFECTIVE DATE. This Agreement shall be effective as of the closing date pursuant to that certain Agreement and Plan of Merger dated February 21, 1999, among SAIC, Oscar Acquisition Corporation, and Oacis Healthcare Systems ("Oacis"). 2. CONSIDERATION. In consideration, in part, of the covenants of Employee set forth in Section 3 below, SAIC shall provide to Employee the special retention package described in that certain letter dated February 19, 1999. 3. NON-SOLICITATION COVENANT. Throughout the period beginning on the Effective Date and continuing for a period of one (1) year from the date Employee, for whatever reason, ceases to be employed by Oacis, SAIC or any other affiliate or subsidiary of SAIC , Employee, without SAIC's prior written consent, shall not, directly or indirectly, whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, (i) solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or as agent of, Oacis, SAIC or any other affiliate or subsidiary of SAIC to terminate such person's employment or agency, as the case may be, therewith or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with Oacis, SAIC or any other affiliate or subsidiary of SAIC, nor will Employee attempt to induce any such person, concern or entity to cease being a customer or supplier of Oacis, SAIC or any other affiliate or subsidiary of SAIC. 4. EXTENSION OF EXISTING EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT. Employee agrees that the term "Company" as set forth in that certain Employee Confidentiality and Proprietary Information Agreement between Oacis and Employee shall be deemed to include SAIC and its other affiliates and subsidiaries. 5. SEVERABLE PROMISES. This Agreement shall be enforced to the fullest extent permissible under the law applicable. If any particular provisions or portion of this Agreement shall be adjudicated to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this paragraph in the particular jurisdiction in which such adjudication is made. 1 2 6. MISCELLANEOUS. (a) GOVERNING LAW. Except as expressly set forth in Section 5, questions concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be governed by the laws of the State of California. (b) CUMULATIVE REMEDIES; NO WAIVER. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver or, or an election to exercise, any other such right or remedy. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition. (c) ATTORNEYS' FEES. In the event of any action or proceeding relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. (d) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (e) AMENDMENT AND MODIFICATIONS. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement among the parties hereto which states that it is intended to be a modification of this Agreement. (f) ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of Oacis. Dated: February 19, 1999 "SAIC" SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Kevin A. Werner --------------------------- "EMPLOYEE" /s/ Lee Ann Slinkard EX-99.(C)(28) 37 EXHIBIT 99(C)(28) 1 EXHIBIT 99(c)(28) AMENDMENT TO EXECUTIVE SEVERANCE BENEFITS AGREEMENT This Amendment (the "AMENDMENT") to that certain Executive Severance Benefits Agreement entered into between John C. Kingery ("EXECUTIVE") and Oacis Healthcare Systems, Inc. ("OHS") and Oacis Healthcare Holdings Corp. ("OHC," or collectively with OHS, the "COMPANY") on October 13, 1998 (the "AGREEMENT") is entered into this 20th day of February 1999 between Executive and the Company. This Amendment is intended to amend the Agreement to provide certain compensation and benefits to Executive in the event a sale of the Company to Science Applications International Corporation ("SAIC") is consummated, which compensation and benefits are different from the compensation and benefits to which Executive might otherwise be entitled under the Agreement. Defined terms in this Amendment have the same meaning they are given in the Agreement. The Company and Executive hereby agree as follows: 1. The Agreement is hereby amended to add a new Section 2.6 to the Agreement as follows: 2.6 Anything in the Agreement to the contrary notwithstanding, in the event a sale of the Company to SAIC is consummated and Executive's employment is terminated due to an Involuntary Termination Without Cause or a Constructive Termination with the time period set forth in Section 2.1 of the Agreement (the "SALE"); (a) Sections 2.2, 2.3 and 2.4 of the Agreement shall have no force or effect and Executive shall not be entitled to any of the severance benefits set forth in those sections; (b) The Company shall pay to Executive, in lump sum, severance in the gross amount of $325,000.00, less all required tax withholding, within thirty (30) days of the closing of the Sale; (c) Provided that Executive elects continued coverage under federal COBRA law, the Company shall pay the premiums of Executive's group health insurance coverage, including coverage for Executive's eligible dependents, for up to twelve (12) months or until the effective date of Executive's coverage by a health plan of a subsequent employer, whichever occurs first. For the balance of the period that Executive is entitled to coverage under federal 1 2 COBRA law, Executive shall be entitled to maintain such coverage at Executive's own expense. 2. Except as amended by Paragraph 1 of this Amendment, this Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the date set forth above. OACIS HEALTHCARE SYSTEMS, INC. JOHN C. KINGERY By: /s/ JIM MCCORD /s/ JOHN C. KINGERY ----------------------------------- ------------------------------- Name: Jim McCord --------------------------------- Title: Chief Executive Officer -------------------------------- OACIS HEALTHCARE HOLDINGS CORP. By: /s/ JIM MCCORD ----------------------------------- Name: Jim McCord --------------------------------- Title: Chief Executive Officer -------------------------------- 2 EX-99.(C)(29) 38 EXHIBIT 99(C)(29) 1 EXHIBIT 99(c)(29) CONVERSION NOTICE TO OACIS HEALTHCARE HOLDINGS CORP.: The undersigned is the registered holder of Warrant No. W-4 (the "WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common Stock of Oacis. The undersigned understands that Oacis proposes to enter into an agreement with Science Applications International Corporation ("SAIC") pursuant to which Oacis would be acquired by SAIC by means of a tender offer followed by a merger (the "MERGER"). Contingent upon and effective immediately prior to the consummation of the Merger, and without prejudice to the undersigned's ability to exercise or convert the Warrant at any earlier time, the undersigned hereby irrevocably converts the Warrant, in accordance with its terms, with respect to all shares of Oacis Common Stock covered by the Warrant which the undersigned would be entitled to receive upon the exercise hereof, so long as the Current Market Price (as such term is used in the Warrant) for purposes of such conversion is deemed to be equal to the consideration to be received in the Merger in respect of one (1) share of Oacis Common Stock. Dated: February 19, 1999 BCIP TRUST ASSOCIATES, L.P. By: /s/ David C. Dominik ---------------------------------- EX-99.(C)(30) 39 EXHIBIT 99(C)(30) 1 EXHIBIT 99(c)(30) CONVERSION NOTICE TO OACIS HEALTHCARE HOLDINGS CORP.: The undersigned is the registered holder of Warrant No. W-3 (the "WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common Stock of Oacis. The undersigned understands that Oacis proposes to enter into an agreement with Science Applications International Corporation ("SAIC") pursuant to which Oacis would be acquired by SAIC by means of a tender offer followed by a merger (the "MERGER"). Contingent upon and effective immediately prior to the consummation of the Merger, and without prejudice to the undersigned's ability to exercise or convert the Warrant at any earlier time, the undersigned hereby irrevocably converts the Warrant, in accordance with its terms, with respect to all shares of Oacis Common Stock covered by the Warrant which the undersigned would be entitled to receive upon the exercise hereof, so long as the Current Market Price (as such term is used in the Warrant) for purposes of such conversion is deemed to be equal to the consideration to be received in the Merger in respect of one (1) share of Oacis Common Stock. Dated: February 19, 1999 BCIP ASSOCIATES, L.P. By: /s/ David C. Dominik ------------------------------- EX-99.(C)(31) 40 EXHIBIT 99(C)(31) 1 EXHIBIT 99(c)(31) CONVERSION NOTICE TO OACIS HEALTHCARE HOLDINGS CORP.: The undersigned is the registered holder of Warrant No. W-2 (the "WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common Stock of Oacis. The undersigned understands that Oacis proposes to enter into an agreement with Science Applications International Corporation ("SAIC") pursuant to which Oacis would be acquired by SAIC by means of a tender offer followed by a merger (the "MERGER"). Contingent upon and effective immediately prior to the consummation of the Merger, and without prejudice to the undersigned's ability to exercise or convert the Warrant at any earlier time, the undersigned hereby irrevocably converts the Warrant, in accordance with its terms, with respect to all shares of Oacis Common Stock covered by the Warrant which the undersigned would be entitled to receive upon the exercise hereof, so long as the Current Market Price (as such term is used in the Warrant) for purposes of such conversion is deemed to be equal to the consideration to be received in the Merger in respect of one (1) share of Oacis Common Stock. Dated: February 19, 1999 INFORMATION PARTNERS CAPITAL FUND, L.P. By: /s/ David C. Dominik -------------------------------------- EX-99.(C)(32) 41 EXHIBIT 99(C)(32) 1 EXHIBIT 99(c)(32) CONVERSION NOTICE TO OACIS HEALTHCARE HOLDINGS CORP.: The undersigned is the registered holder of Warrant No. W-1 (the "WARRANT") issued by Oacis Healthcare Holdings Corp. (formerly HCS Holdings Corp.) ("OACIS") to purchase shares of Common Stock (formerly Class A Common Stock of Oacis. The undersigned understands that Oacis proposes to enter into an agreement with Science Applications International Corporation ("SAIC") pursuant to which Oacis would be acquired by SAIC by means of a tender offer followed by a merger (the "MERGER"). Contingent upon and effective immediately prior to the consummation of the Merger, and without prejudice to the undersigned's ability to exercise or convert the Warrant at any earlier time, the undersigned hereby irrevocably converts the Warrant, in accordance with its terms, with respect to all shares of Oacis Common Stock covered by the Warrant which the undersigned would be entitled to receive upon the exercise hereof, so long as the Current Market Price (as such term is used in the Warrant) for purposes of such conversion is deemed to be equal to the consideration to be received in the Merger in respect of one (1) share of Oacis Common Stock. Dated: February 19, 1999 THE BELL ATLANTIC SYSTEMS GROUP, INC. By: /s/ Diane K. Ferber ------------------------------- EX-99.(C)(33) 42 EXHIBIT 99(C)(33) 1 EXHIBIT 99(c)(33) To the Board of Directors of Oacis Healthcare Holdings Corp.: RESIGNATION THE UNDERSIGNED, Fred Goad, hereby resigns as a Director of Oacis Healthcare Holdings Corp. (the "Company"), any subsidiary of the Company and any committee of the Board of Directors of the Company or of any such subsidiary, effective upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Science Applications International Corporation, of the shares of common stock, par value $0.01 per share, of the Company tendered in the offer to purchase all outstanding shares of Company common stock pursuant to the Merger Agreement dated the date hereof. /s/ Fred Goad --------------------------------- Fred Goad Dated: February 20, 1999 EX-99.(C)(34) 43 EXHIBIT 99(C)(34) 1 EXHIBIT 99(c)(34) To the Board of Directors of Oacis Healthcare Holdings Corp.: RESIGNATION THE UNDERSIGNED, John Kingery, hereby resigns as a Director of Oacis Healthcare Holdings Corp. (the "Company"), any subsidiary of the Company and any committee of the Board of Directors of the Company or of any such subsidiary, effective upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Science Applications International Corporation, of the shares of common stock, par value $0.01 per share, of the Company tendered in the offer to purchase all outstanding shares of Company common stock pursuant to the Merger Agreement dated the date hereof. /s/ John Kingery --------------------------------- John Kingery Dated: February 20, 1999 EX-99.(C)(35) 44 EXHIBIT 99(C)(35) 1 EXHIBIT 99(c)(35) To the Board of Directors of Oacis Healthcare Holdings Corp.: RESIGNATION THE UNDERSIGNED, Jim McCord, hereby resigns as a Director of Oacis Healthcare Holdings Corp. (the "Company"), any subsidiary of the Company and any committee of the Board of Directors of the Company or of any such subsidiary, effective upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Science Applications International Corporation, of the shares of common stock, par value $0.01 per share, of the Company tendered in the offer to purchase all outstanding shares of Company common stock pursuant to the Merger Agreement dated the date hereof. /s/ Jim McCord ------------------------ Jim McCord Dated: February 20, 1999 EX-99.(C)(36) 45 EXHIBIT 99(C)(36) 1 EXHIBIT 99(c)(36) To the Board of Directors of Oacis Healthcare Holdings Corp.: RESIGNATION THE UNDERSIGNED, Dennis G. Sisco, hereby resigns as a Director of Oacis Healthcare Holdings Corp. (the "Company"), any subsidiary of the Company and any committee of the Board of Directors of the Company or of any such subsidiary, effective upon the purchase by Oscar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Science Applications International Corporation, of the shares of common stock, par value $0.01 per share, of the Company tendered in the offer to purchase all outstanding shares of Company common stock pursuant to the Merger Agreement dated the date hereof. /s/ Dennis G. Sisco ---------------------------------- Dennis G. Sisco Dated: February 20, 1999 EX-99.(C)(37) 46 EXHIBIT 99(C)(37) 1 EXHIBIT 99(c)(37) MUTUAL NON-DISCLOSURE AGREEMENT THIS AGREEMENT governs the disclosure of information by and between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE DATE"). 1. As used herein, "CONFIDENTIAL INFORMATION" shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to (a) patent and patent applications, (b) trade secret, and (c) proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties. 2. Each party agrees that at all times until termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Notwithstanding the above, the party to whom Confidential Information was disclosed (the "RECIPIENT") shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. 3. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party. 4. Each party's obligations under this Agreement with respect to any portion of the other party's Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was 2 communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party or (e) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence. 5. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall promptly destroy or return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof. The Recipient agrees to destroy all documents, memoranda, notes and other writings whatsoever prepared by the Recipient or its employees or representatives based on the information contained in the Confidential Information (except for references or summaries appearing in minutes or corporate records). 6. In addition, each party agrees that it will not (and direct its employees and representatives not to) disclose (i) to any person either the fact that discussions or negotiations are taking place concerning one or more possible transactions between the parties or (ii) any of the terms, conditions or other facts with respect to any such possible transactions, including the status thereof. 7. Although the disclosing party has endeavored to include in the Confidential Information, information known to it which it believes to be relevant for the purpose of the Recipient's investigation of a potential transaction, the Recipient acknowledges and agrees that neither the disclosing party nor any of its employees or representatives have made or make any representations or warranty as to the accuracy or completeness of all or any portion of the Confidential Information. The Recipient agrees that neither the disclosing party nor any of its employees or representatives shall have any liability to the Recipient or any of the Recipient's employees or representatives resulting from the use of, or conclusions arising from, the Confidential Information. 8. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information to the other party. 2 3 9. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party. 10. Nothing contained herein shall imply any obligations of either party to proceed with a transaction between the parties, and each party reserves the right to terminate the discussions contemplated hereunder, with or without cause, without any liability for such termination. 11. This Agreement shall terminate three (3) years after the Effective Date and shall be binding upon the Recipient's heirs, successors and assigns. 12. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. This Agreement may not be amended except by a writing signed by both parties hereto. 13. Each party acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Additionally, in the event of a breach by the Recipient, the disclosing party shall be entitled to recover the costs of enforcing this Agreement including, without limitation reasonable attorneys' fees. 14. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 15. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. 16. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. 17. Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any 3 4 such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 18. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing. 19. Each of the parties agrees that the software programs of the other party contain valuable confidential information and each party agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party without the prior written consent of the other party. 20. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. 4 5 IN WITNESS WHEREOF, the parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date. OACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION By: /s/ Stephen Ghiglieri By: /s/ K. J. Houston ------------------------ ---------------------------- Name: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston ---------------------- -------------------------- Date: November 4, 1998 Date: November 4, 1998 ---------------------- -------------------------- Address: The Oacis Building Address: 10260 Campus Point Drive 1101 Fifth Avenue San Diego, CA 92121 San Rafael, CA 94901 5 EX-99.(C)(38) 47 EXHIBIT 99(C)(38) 1 EXHIBIT 99(c)(38) AGREEMENT AGREEMENT ("Agreement") dated as of January 15, 1999 by and between Science Applications International Corporation, a Delaware corporation ("SAIC"), and Oacis Healthcare Holdings Corporation, a Delaware corporation ("Oacis"). WHEREAS, SAIC is considering a possible transaction between SAIC and Oacis (the "Transaction"); and WHEREAS, SAIC is prepared to continue its consideration of such Transaction on the basis of, among other things, the matters referred to below; NOW, THEREFORE, in consideration of the foregoing, and the terms, provisions and agreements contained herein, the parties agree as follows: SECTION 1. Exclusivity Period. (a) Oacis agrees that, in recognition of the effort and expenses that will be devoted by SAIC to considering and pursuing a Transaction, except to the extent the board of directors of Oacis (the "Board of Directors"), after receiving advice of its counsel, concludes that compliance with this sentence would be inconsistent with its fiduciary duties, Oacis will work exclusively with SAIC with respect to a possible transaction involving the acquisition of Oacis for a period beginning on the date hereof and expiring on February 15, 1999 or any earlier date as of which SAIC fails to engage in good faith negotiations to reach a definitive agreement concerning the possible Transaction ("Exclusivity Period"). (b) During the Exclusivity Period and except to the extent the Board of Directors of Oacis, after receiving advice of its counsel, concludes that compliance with this paragraph (b) would be inconsistent with its fiduciary duties, Oacis, its subsidiaries and its advisors and representatives agree not to, directly or indirectly, (i) solicit, initiate or encourage the submission of proposals or offers relating to any transaction of the type referred to in clause (iii) below ("Acquisition Proposal"), (ii) respond, other than to acknowledge receipt and indicate that Oacis may not further respond, to any such Acquisition Proposal, (iii) engage in any negotiations or discussions with any person or entity relating to any merger, consolidation, acquisition affecting the ownership of the capital stock of Oacis or its subsidiaries or the purchase of all or a portion of Oacis' or its subsidiaries' assets (other than purchases of assets in the ordinary course of business), or (iv) provide any confidential information concerning Oacis and/or its subsidiaries to any person or entity who is considering making or has made an Acquisition Proposal other than SAIC and its representatives. In the event that Oacis, its subsidiaries or its advisors or representatives receive a solicited or 2 unsolicited inquiry, proposal or offer for such a transaction or obtain information that such an offer is likely to be made, Oacis will provide SAIC with notice thereof as soon as practicable after receipt thereof but in no event later than 24 hours after receipt thereof, including (unless prohibited by law) the identity of the prospective purchaser or soliciting party. Section 2. Expenses. (a) In recognition of the expenses previously incurred and the further expenses to be incurred by SAIC in connection with its consideration of a possible Transaction, Oacis agrees that if, prior to the expiration of the Exclusivity Period, (i) Oacis fails to engage in good faith negotiations to reach a definitive agreement concerning the possible Transaction or (ii) the Board of Directors of Oacis, after receiving advice of counsel, concludes that (x) compliance with the exclusivity requirement set forth in the first sentence of Section 1(a) or (y) not taking any action referred to in clause (i), (ii), (iii) or (iv) of Section 1(b) (whether such action is to be taken by Oacis, any of its subsidiaries, any of its advisors or any of its representatives) is inconsistent with its fiduciary duties, then Oacis will reimburse SAIC for SAIC's reasonable expenses incurred in connection with its consideration of a proposed Transaction up to a maximum of $100,000. (b) The required reimbursement will be paid by wire transfer within five business days following receipt of documentation of the amount due and will be made to an account designated by SAIC at least two business days prior to the date such fee is due to be paid. Section 3. No Additional Obligations. The parties understand and agree that unless and until a definitive agreement between SAIC and Oacis with respect to a Transaction has been executed and delivered, neither SAIC nor Oacis will be under any legal obligation of any kind whatsoever with respect to a Transaction, except as expressly set forth herein. Section 4. Remedies. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that the parties shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Section 5. Effectiveness; Governing Law. This Agreement shall become effective on the date hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws principles or rules. Section 6. Amendments; No Waiver. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and 2 3 signed, in the case of an amendment, by the SAIC and Oasis or in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 7. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. SCIENCE APPLICATIONS OACIS HEALTHCARE INTERNATIONAL HOLDINGS CORPORATION CORPORATION By: /s/ KEVIN A. WERNER By: /s/ STEPHEN F. GHIGLIERI --------------------- ------------------------ Name: Kevin A. Werner Name: Stephen F. Ghiglieri Title: Assistant Secretary and Title: Vice President, Associate General Counsel Chief Financial Officer and Secretary 4 [COOLEY GODWARD LLP LETTERHEAD] February 13, 1999 Kevin A. Werner Science Applications International Corporation 10260 Campus Point Drive, M/S F3 San Diego, CA 92121 Re: Project Oscar Dear Mr. Werner This Letter Agreement hereby acknowledges Oacis Healthcare Holding Corp.'s ("Oacis") agreement to extend the expiration date of the Exclusivity Period referred in that certain Agreement dated January 15, 1999 between Oacis and Science Applications International Corporation from February 15, 1999 to February 19, 1999. Very truly yours, Oacis Healthcare Holdings Corp. By: /s/ JOHN KINGERY ----------------------------- John Kingery President -----END PRIVACY-ENHANCED MESSAGE-----