-----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, AYcEn/eoeYDQuTKPZAVaLB8nbAMvCnyPu78gN/HFIFGnYO1/lk9mjujuejsmXyQr MquUeEcIoLmHs7OucNhvyw== 0000950103-99-000239.txt : 19990403 0000950103-99-000239.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950103-99-000239 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990401 GROUP MEMBERS: OSCAR ACQUISITION CORP GROUP MEMBERS: SCIENCE APPLICATIONS INTERNATIONAL CORPORATION 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 13D/A SEC ACT: SEC FILE NUMBER: 005-49037 FILM NUMBER: 99585672 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 13D/A 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 13D/A 1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) (Final Amendment) OACIS HEALTHCARE HOLDINGS CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ------------ 00175167107510 (CUSIP Number) OSCAR ACQUISITION CORPORATION SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (Name of Persons Filing Statement) William A. Roper, Jr. Chief Financial Officer Science Applications International Corporation 1241 Cave Street La Jolla, CA 92037 Telephone: (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 March 26, 1999 (Date of Event which Requires Filing of this Statement) ------------ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] ============================================================================== SCHEDULE 13D CUSIP No. 00175167107510 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oscar Acquisition Corporation 33-0846965 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 ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 10,018,442 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,018,442 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,018,442 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 SCHEDULE 13D CUSIP No. 00175167107510 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 10,018,442 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 10,018,442 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,018,442 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 94.3% 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 Oscar Acquisition Corporation and Science Applications International Corporation hereby amend their Statement on Schedule 13D, originally filed on March 3, 1999 (the "Schedule 13D"), with respect to the responses set forth in Items 3, 5, 6 and 7 of the Schedule 13D. All capitalized terms used in this Amendment No. 1 without definition have the meanings attributed to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. The text of Item 3 in the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: The total amount of funds required by Purchaser to purchase Shares pursuant to the Offer and to pay related fees and expenses was approximately $46 million. Purchaser obtained such funds through a capital contribution from Parent. Parent obtained such funds from its general corporate funds. Beneficial ownership of the 6,267,216 Shares was originally acquired through execution of stockholder agreements dated as of February 21, 1999 (the "Stockholder Agreements") between Purchaser and certain stockholders of the Issuer. None of the Reporting Persons expended any funds in connection with the execution of the Stockholder Agreements. See Item 6. Item 5. Interest in Securities of the Issuer. The text of paragraphs (a), (b), (c) and (e) of Item 5 in the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: (a) For the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior to the Effective Time (as hereinafter defined), each of the Reporting Persons had shared voting power and shared dispositive power with respect to (and therefore beneficially owned) 10,018,442 Shares (including warrants to purchase 146,606 Shares) representing approximately 94.3% of the outstanding Shares (assuming conversion of all outstanding warrants into 293,211 Shares) as of March 26, 1999. See Item 6. Except as set forth in this Item 5(a), none of the Reporting Persons nor, to the best of their knowledge, any persons named in Schedule A or Schedule B owns beneficially any Shares. (b) Prior the Effective Time (as hereinafter defined) each of the Reporting Persons had shared power to vote or to direct the vote and shared power to dispose or direct the disposition of 10,018,442 Shares. See Item 6. (c) Other than pursuant to the Merger Agreement and the Stockholder Agreements, no transactions in the Shares have been effected since January 2, 1999 by any Reporting Person or, to the best of the knowledge of the Reporting Persons, any of the persons named in Schedule A and Schedule B. (e) Pursuant to the Merger Agreement, immediately prior to the Effective Time (as hereinafter defined), all of the Shares held by Purchaser were canceled. See Item 6. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. (i) The text of the first paragraph of Item 6 in the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: On February 21, 1999, the Issuer, Parent and Purchaser entered into the Merger Agreement providing for, subject to the terms and conditions set forth in the Merger Agreement, Purchaser to commence the Offer. Purchaser commenced the Offer on February 26, 1999, and the Offer expired at 12:00 midnight, New York City time, on March 25, 1999. According to a preliminary count by ChaseMellon Shareholder Services L.L.C., acting as depositary, as of midnight, New York City time, on March 25, 1999 there were validly tendered pursuant to the Offer 10,018,442 Shares (including 27,562 Shares subject to guarantees of or receipt of additional documentation) which represents approximately 94.3% of the Shares outstanding as of March 26, 1999. Pursuant to the Offer, on March 26, 1999, Purchaser accepted for payment all such Shares validly tendered according to the terms of the Offer. The Merger Agreement also provided for Purchaser to merge with and into the Issuer, as soon as practicable after the consummation of the Offer, with the Issuer to be the surviving corporation in the Merger (the "Surviving Corporation"). On March 31, 1999 (the "Effective Time"), Purchaser filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Pursuant to the Merger Agreement, at the Effective Time, 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) was converted into a right to receive $4.45 in cash, without interest. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001, of Purchaser outstanding immediately prior to the Effective Time was converted into and became one fully-paid and non-assessable share of common stock, par value $0.001, of the Surviving Corporation. Pursuant to the Merger Agreement, at the Effective Time, each Share held by the Company as treasury stock or owned by Parent or any subsidiary of Parent was canceled. The text of the last three paragraphs of Item 6 in the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: On March 26, 1999, William H. Younger, Jr., and Alan W. Crites resigned from the Issuer's Board of Directors effective upon the purchase by Purchaser of the Shares tendered in the Offer. On March 26, 1999, David A. Dominik, constituting the sole member of the Board of Directors of the Issuer, passed a resolution appointing J. Robert Beyster, David A. Cox, John E. Glancy, William A. Roper, Jr., Tracy Trent and Peter N. Pavlics as Directors to the Board of Directors of the Issuer until their successors are duly elected and qualified or the earlier of their death, resignation or removal. On March 31, 1999, the Issuer informed The Nasdaq Stock Market, Inc. of the Merger and requested the delisting of the Shares effective as of March 31, 1999, but not later than the close of business on April 1, 1999. On March 31, 1999, the Issuer filed a Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act on Form 15 ("Form 15") with the Commission. Pursuant to Rule 12g-4 of the Exchange Act termination of registration shall take effect in 90 days thereafter; however, Issuer's duty to file any reports required under Section 13(a) of the Exchange Act was immediately suspended upon filing the Form 15. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented to add a new Exhibit as follows: Exhibit 13: Certificate of Ownership and Merger Merging Oscar Acquisition Corporation into Oacis Healthcare Holdings Corp., as filed on March 31, 1999. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 1, 1999 Oscar Acquisition Corporation By: /s/ Kevin A. Werner ------------------------------- Name: Kevin A. Werner Title: Secretary Science Applications International Corporation By: /s/ Kevin A. Werner ------------------------------- Name: Kevin A. Werner Title: Assistant Secretary & Associate General Counsel EX-13 2 EXHIBIT 13 CERTIFICATE OF OWNERSHIP AND MERGER MERGING OSCAR ACQUISITION CORPORATION (a Delaware corporation) INTO OACIS HEALTHCARE HOLDINGS CORP. (a Delaware corporation) dated as of March 30, 1999 (Pursuant to Section 253 of the General Corporation Law of the State of Delaware) ----------------------- Oscar Acquisition Corporation (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that: FIRST: Oacis Healthcare Holdings Corp. ("Oacis") was incorporated on April 18, 1994 under the name "HCS Holdings Corp." pursuant to the DGCL and is existing thereunder. SECOND: the Company was incorporated on February 17, 1999 pursuant to the DGCL and is existing thereunder. THIRD: the Company owns of record approximately 94.33% of the outstanding shares of common stock, par value $0.01 per share, of Oacis (the "Shares"). The Shares are the only stock of Oacis outstanding. FOURTH: Pursuant to the Agreement and Plan of Merger dated as of February 21, 1999, among Oacis, Science Applications International Corporation ("SAIC") and the Company (the "Merger Agreement"), the board of directors of the Company adopted, among others, the following resolutions by unanimous written consent as of March 29, 1999, providing for the merger (the "Merger") of the Company into Oacis, which resolutions have not been amended or rescinded and are in full force and effect: RESOLVED, that pursuant to Section 253 of the DGCL, Oscar Acquisition Corporation ("Oscar Acquisition") shall be merged with and into Oacis Healthcare Holdings Corp. ("Oacis") whereupon the separate existence of Oscar Acquisition shall cease, and Oacis shall be the surviving corporation (the "Surviving Corporation"); RESOLVED, that the Merger is hereby approved pursuant to the provisions of Section 253 of the DGCL; RESOLVED, that the Merger shall become effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware (the "Effective Time"); RESOLVED, that at the Effective Time (x) each share of common stock, $0.01 par value per share, of Oacis (the "Common Stock") held by Oacis as treasury stock or owned by Science Applications International Corporation, a Delaware Corporation ("SAIC"), or any subsidiary of SAIC shall be canceled, and no payment shall be made with respect thereto; (y) each share of common stock, par value $0.001, of Oscar Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one fully-paid and non- assessable share of common stock, par value $0.001, 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, a certificate for which shares shall be issued to SAIC, as sole stockholder of Oscar Acquisition, upon surrender to ChaseMellon Shareholder Services, L.L.C. (or such other agent as the Secretary of this Corporation deems appropriate) of such stockholder's certificates formerly representing such shares of common stock of Oscar Acquisition; and (z) each share of Common Stock outstanding immediately prior to the Effective Time (other than shares for which appraisal rights have been perfected and except as otherwise provided in (x), above) shall be converted into the right to receive $4.45 in cash, without interest, upon surrender to ChaseMellon Shareholder Services, L.L.C. (or such other agent as the Secretary of this Corporation deems appropriate), which is hereby appointed paying agent for such purpose, of their certificates formerly representing ownership of Common Stock; RESOLVED, that from and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Oscar Acquisition at the Effective Time shall be the directors of the Surviving Corporation, and the officers of Oacis at the Effective Time shall be the officers of the Surviving Corporation; RESOLVED, that from and after the Effective Time, the name of the Surviving Corporation shall be "Oacis Healthcare Holdings Corp."; RESOLVED, that from and after the Effective Time, the bylaws of Oscar Acquisition in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law; and RESOLVED, that the officers of Oscar Acquisition be, and each of them hereby is, authorized and directed to take all actions and to execute and file all documents as such officers may deem appropriate to effectuate the foregoing resolutions and to carry out the purposes thereof, the taking of any such action and any execution and delivery of any such document conclusively to evidence the due authorization thereof by Oscar Acquisition. FIFTH: By written consent dated [February 20, 1999] pursuant to Section 228 of the DGCL, having waived notice pursuant to Section 229 thereof, the holder of all the outstanding capital stock of the Company approved the Merger. SIXTH: The Certificate of Incorporation of the Surviving Corporation is hereby amended and restated in its entirety to read as set forth in Annex A hereto. IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed in its corporate name by its duly authorized officer as of the day and year first above written. Oscar Acquisition Corporation By: /s/ Kevin A. Werner ------------------------------ Name: Kevin A. Werner Title: Secretary ANNEX A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Oacis Healthcare Holdings Corp. Effective March 31, 1999 (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) * * * * * Oacis Healthcare Holdings Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), originally incorporated under the name Oscar Acquisition Corporation on February 17, 1999, does hereby certify that: FIRST: The name of the corporation (hereinafter the "Corporation") is OACIS HEALTHCARE HOLDINGS CORP. SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is: THE CORPORATION TRUST COMPANY Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801 THIRD: The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Hundred (100) shares. The par value of each such share is $0.001. All such shares are of one class and are shares of Common Stock. SIXTH: The Corporation is to have perpetual existence. SEVENTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which these indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. NINTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH. In addition to the other powers expressly granted by statute, the Board of Directors shall have the power to adopt, repeal, alter, amend and rescind the Bylaws of the Corporation. IN WITNESS WHEREOF, the Company has caused this Amended and Restated Certificate of Incorporation to be executed in its corporate name by its duly authorized officer as of the day and year first above written. Oacis Healthcare Holdings Corp. By: /s/ Stephen Ghiglieri ----------------------------------- Name: Stephen Ghiglieri Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----