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1 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 : October 25, 1999 LanVision Systems, Inc. ----------------------- (Exact name of registrant as specified in its charter) Delaware 0-28132 31-1455414 - ----------------------------- -------------------- ------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4700 Duke Drive, Suite 170, Mason, Ohio 45040-9374 - -------------------------------------------------------------------------------- (Address of principal executive officels) Registrant's telephone number, including area code (513) 794-7100 ------------------------------ Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Events. On October 25, 1999 Registrant announced that it will seek to continue the listing of its Common Stock on the Nasdaq National Market or, alternatively, to transfer the listing of its Common Stock to the Nasdaq Small Cap Market after Registrant was notified that it is currently not in compliance with Nasdaq's National market listing standards. See full text of the News Release attached as Exhibit 99. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 99 News Release dated October 25, 1999 of LanVision Systems, Inc. Item 8. Change in Fiscal Year 1 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LanVision Systems, Inc. Date: October 25, 1999 By: /s/ J. Brian Patsy J. Brian Patsy Chief Executive Officer INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 99 News Release of LanVision Systems, Inc. Dated October 25, 1999 2
1 Exhibit 99 - ---------- LANVISION SYSTEMS, INC. News Release of LanVision Systems, Inc. Dated October 25, 1999 NEWS RELEASE Visit our web site at: www.lanvision.com COMPANY CONTACTS: J. BRIAN PATSY President and Chief Executive Officer or ---------------------------------------- Thomas E. Perazzo Chief Operating Officer and Chief Financial Officer (513) 794-7100 MORGEN-WALKE CONTACTS: INVESTOR RELATIONS: DONNA STEIN/ JILL MELESKI MORGEN - WALKE ASSOCIATES (212) 850-5600 FOR IMMEDIATE RELEASE - --------------------- LANVISION SYSTEMS, INC. TO SEEK CONTINUED NASDAQ LISTING CINCINNATI, OHIO, October 25, 1999 -- LanVision Systems, Inc. (Nasdaq: LANV) today announced that it will seek to continue the listing of its Common Stock on the Nasdaq National Market or, alternatively, to transfer the listing of its Common Stock to the Nasdaq Small Cap Market. LanVision has been notified by The Nasdaq-Amex Market Group that LanVision currently is not in compliance with Nasdaq's listing standards to maintain minimum net assets of at least $4,000,000 and at least $5,000,000 market value in securities constituting the public float, i.e. shares of common stock held by persons who are not directors, officers or controlling shareholders. As a result, Nasdaq has initiated proceedings to delist LanVision's Common Stock from the Nasdaq Stock Market. LanVision is appealing the Nasdaq staff determination and a hearing is scheduled before a Listing Qualifications Panel designated by The Nasdaq Stock Market Board of Directors on November 18, 1999. LanVision's Common Stock will continue to trade on the Nasdaq National Market pending the determination of the Listing Qualifications Panel. 3 2 LanVision believes that its current non-compliance with the above Nasdaq listing standards is a temporary situation and LanVision is working on various initiatives to regain compliance. LanVision intends to present its plan for regaining and maintaining compliance with all of Nasdaq's listing standards to the Listing Qualifications Panel. LanVision believes that its significant improvements in operations over the last 18 months, coupled with its other initiatives and industry developments, will demonstrate LanVision's ability to meet all Nasdaq listing standards on a sustained basis in the future. LanVision is a leading supplier of Healthcare Information Access Systems and an Application Services Provider specializing in connectivity solutions that utilize the power of the Internet/Intranet to link hospitals, physicians, patients and payers to a robust Electronic Medical Record. LanVision's solutions enable the coordination of both "structured" and "unstructured" patient data through a single health information repository. The Company's products are complementary to existing clinical and financial systems, and use document imaging and workflow tools to ensure end users can electronically access all the various forms of health information including clinician's handwritten notes, photographs, and insurance cards. LanVision's solutions offer value to all of the constituents in the healthcare delivery process by enabling them to simultaneously access information from virtually any location, including the physician's desktop and eventually a patient's home using web browser technology. Web access to the entire medical record improves physician productivity and reduces administrative costs such as filing, storage, retrieval and upkeep of medical records and clinical costs, such as redundant diagnostic testing. LanVision has installed its ChartVision Healthcare Information Access System at an impressive list of leading healthcare providers including UCSF Stanford Healthcare, University of Pittsburgh Medical Center, Albert Einstein and Beth Israel Medical Centers, the Medical College of Georgia and Medical University of South Carolina, and Memorial Sloan-Kettering Cancer Center. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: STATEMENTS MADE BY LANVISION THAT ARE NOT HISTORICAL FACTS ARE FORWARD LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. LANVISION'S FUTURE FINANCIAL PERFORMANCE COULD DIFFER MATERIALLY FROM EXPECTATIONS OF MANAGEMENT AND FROM RESULTS REPORTED NOW OR IN THE PAST. FACTORS THAT COULD CAUSE LANVISION'S FINANCIAL PERFORMANCE TO SO DIFFER INCLUDE, BUT ARE NOT LIMITED TO, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, PRODUCT DEVELOPMENT, RELIANCE ON STRATEGIC ALLIANCES, AVAILABILITY OF PRODUCTS PROCURED FROM THIRD PARTY VENDORS, THE HEALTHCARE REGULATORY ENVIRONMENT, FLUCTUATIONS IN OPERATING RESULTS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN LANVISION'S FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (C)1999 LanVision Systems, Inc., Mason, OH 45040 All rights reserved. 4