UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

Form 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 3, 2014

 


 

Streamline Health Solutions, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

0-28132

 

31-1455414

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1230 Peachtree Street, NE, Suite 1000,

Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (404) 446-0050

 


 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01 — Regulation FD Disclosure.

 

In a press release dated February 4, 2014, the Company announced the completion of the Merger (as defined below).  A copy of the press release is attached hereto as Exhibit 99.1.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 8.01 — Other Events.

 

On February 3, 2014, Streamline Health, Inc. (“Streamline”), a subsidiary of Streamline Health Solutions, Inc. (the “Company”), completed the previously announced acquisition of Unibased Systems Architecture, Inc. (“Unibased”), a provider of patient access solutions, including enterprise scheduling and surgery management software, for healthcare organizations throughout the United States, pursuant to an Agreement and Plan of Merger dated January 16, 2014 (the “Merger Agreement”) for a total purchase price of $6.5 million, subject to net working capital and other customary adjustments.  A portion of the total purchase price was withheld in escrow as described in the Merger Agreement for certain transaction and indemnification expenses.

 

Pursuant to the Merger Agreement, Streamline acquired all of the issued and outstanding common stock of Unibased, and Unibased became a wholly-owned subsidiary of Streamline (the “Merger”).  The Merger was approved by the requisite consent of stockholders of Unibased.  Under the terms of the Merger Agreement, Unibased stockholders received cash for each share of Unibased common stock held.

 

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is included as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on January 23, 2014, the terms of which are incorporated herein by reference.

 

Item 9.01 — Financial Statements and Exhibits.

 

(d)

Exhibits

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Streamline Health Solutions, Inc. Press Release dated February 4, 2014.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Streamline Health Solutions, Inc.

 

 

 

Date: February 7, 2014

By:

/s/ Jack W. Kennedy Jr.

 

 

Jack W. Kennedy Jr.

 

 

Senior Vice President & Chief Legal Counsel

 

3



 

INDEX TO EXHIBITS

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

Streamline Health Solutions, Inc. Press Release dated February 4, 2014.

 

4


Exhibit 99.1

 

 

February 4, 2014

 

Streamline Health® Completes Acquisition of Unibased Systems Architecture, Inc.

 

Company Expands Software Offerings into Patient Scheduling and Surgery Management

 

ATLANTA, Feb. 4, 2014 /PRNewswire/ — Streamline Health Solutions, Inc. (NASDAQ: STRM), a leading provider of knowledge management solutions for healthcare providers, today confirmed the completion of the previously announced acquisition of St. Louis-based Unibased Systems Architecture, Inc. (Unibased) on February 3, 2014.

 

Unibased is a leading provider of patient access solutions including enterprise scheduling and surgery management software for leading healthcare organizations throughout the United States. Recently KLAS Research named Unibased’s ForSite2020® Resource Management System (RMS) “Best in KLAS” for the eleventh consecutive year (2003 to 2013). Unibased’s ForSite2020 periOperative Resource Management System (ORMS), was rated “Best in KLAS” eight years in a row (2003-2012)

 

“We are pleased to announce the closing of this acquisition, and we welcome the Unibased software offerings to our growing suite of solutions” said Robert E. Watson, President and Chief Executive Officer, Streamline Health. “Their scheduling software bridges clinical and financial data earlier in the patient experience and fits nicely into our broad suite of solutions that support the entire patient experience.”

 

About Streamline Health

 

Streamline Health Solutions, Inc. (NASDAQ: STRM) is a leading provider of SaaS-based healthcare information technology (HCIT) solutions for healthcare providers. The company’s comprehensive suite of solutions includes: enterprise content management (ECM), business analytics, integrated workflow systems, clinical documentation improvement (CDI), and computer assisted coding (CAC). This unique combination of solutions is designed to help healthcare organizations manage the financial and operational challenges they face in the ever-changing world of healthcare today and in the future. For more information, please visit our website at www.streamlinehealth.net.

 

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995

 

Statements made by Streamline Health Solutions, Inc. that are not historical facts are forward-looking statements that are subject to risks and uncertainties and are no guarantee of future performance. The forward looking statements contained herein are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from those reflected in the forward-looking statements, included herein. These risks and uncertainties include, but are not limited to, the timing of contract negotiations and execution of contracts and the related timing of the revenue recognition related thereto, the potential cancellation of existing contracts or clients not completing projects included in the backlog, the impact of competitive solutions and pricing, solution demand and market acceptance, new solution development, key strategic alliances with vendors that resell the Company’s solutions, the ability of the Company to control costs, availability of solutions from third party vendors, the healthcare regulatory environment, potential changes in legislation, regulation and government funding affecting the healthcare industry, healthcare information systems budgets, availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems, fluctuations in operating results, effects of critical accounting policies and judgments, changes in accounting policies or procedures as may be required by the Financial Accountings Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry generally and the markets in which the Company operates and nationally, and the Company’s ability to maintain compliance with the terms of its credit facilities, and other risks detailed from time to time in the Streamline Health Solutions, Inc. filings with the U. S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Company Contact:

Investor Contacts:

Ashley Moore

Randy Salisbury

Director, Marketing

Investor Relations

(404)-446-2057

(404)-229-4242

ashley.moore@streamlinehealth.net

randy.salisbury@streamlinehealth.net