SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01||Other Events.|
On December 16, 2019, HealthStream, Inc., a Tennessee corporation (the “Company”), issued a press release announcing the purchase by VerityStream, Inc., a Tennessee corporation and wholly-owned subsidiary of the Company, of substantially all of the assets of the CredentialMyDoc business unit from Covenant Technology Group, LLC, a Georgia limited liability company. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
Date: December 16, 2019
Michael M. Collier
Senior Vice President, Business Development and General Counsel
P R E S S R E L E A S E
|For Immediate Release:|| |
Mollie Condra, Ph.D.
VerityStream, a HealthStream Company, Acquires CredentialMyDoc
NASHVILLE, Tennessee (December 16, 2019) VerityStream, f/k/a Verity, a wholly owned subsidiary of HealthStream (Nasdaq: HSTM), which is focused on delivering enterprise-class solutions that are transforming credentialing, enrollment, privileging, and evaluations for healthcare organizations across the U.S., today announced the acquisition of CredentialMyDoc, a Savannah, Georgia-based business owned by Covenant Technology Group, LLC. VerityStream adds more than 300 clients through the transaction, boosting its client base of multi-specialty medical groups, ambulatory surgery centers, clinics, and federally qualified health centers (FQHCs), among others.
CredentialMyDoc offers Software-as-a-Service solutions that are intuitive, easy to use, and fast to implement, especially in ambulatory care settings. Its solutions are used to credential providers, enroll providers with payers for reimbursement, and apply and maintain privileges. The acquisition of CredentialMyDoc bolsters VerityStreams leadership position in the outpatient facility market segment, which is especially important as patients are increasingly seeking care from a diverse and growing array of same-day service providers.
Adding CredentialMyDoc to VerityStream enables our clients and theirs to receive the benefits and network effects of a larger and more robust ecosystem, said Michael J. Sousa, President, VerityStream. We are excited to welcome CredentialMyDocs clients and employees to VerityStream and, more broadly, to HealthStream. Clients of CredentialMyDoc can expect the same excellent level of support, a seamless continuity of services, and the same first-rate staff.
As a HealthStream company, VerityStream is an ideal organization for CredentialMyDoc since we share a common goal to ensure that patients receive care from qualified professionals, said Tim OSako, CEO, Covenant Technology Group. For this purpose, we agree that a single source of truth is needed to accurately and efficiently credential, enroll, privilege, and evaluate healthcare providers. Our clients will benefit from the additional resources, solutions, and innovations that can be offered to them from VerityStream.
Terms of the Transaction: VerityStream, a HealthStream Company, acquired substantially all of the assets of CredentialMyDoc from Covenant Technology Group, LLC. for approximately $9.0 million in cash, subject to a post-closing working capital adjustment.
VerityStream, a wholly owned subsidiary of HealthStream, delivers enterprise-class solutions that are transforming credentialing, enrollment, privileging, and evaluation for healthcare organizations across the United States. We currently serve over 2,500 hospitals and 1,300 outpatient facilities including ambulatory surgery centers, urgent care facilities, clinics, medical groups, and more. VerityStream and our solutions resulted from the merging of Echo and Morrisey, representing over 75 years of industry experience. HealthStream (Nasdaq: HSTM),
HealthStream, Inc. ● 500 11th Avenue North, Suite 1000 ● Nashville, Tennessee 37203 ● 615-301-3100 ● www.healthstream.com
based in Nashville, Tennessee, is our parent company, supporting us through innovation, investment, and the development of market-leading products. VerityStream has over 200 employees spanning headquarters in Boulder, Colorado and satellite offices in San Diego, California; Nashville, Tennessee; and Chicago, Illinois.
HealthStream (Nasdaq: HSTM) is dedicated to improving patient outcomes through the development of healthcare organizations greatest asset: their people. Our unified suite of solutions is contracted by healthcare organizations across the U.S. for workforce development, training & learning management, talent management, credentialing, privileging, provider enrollment, performance assessment, and managing simulation-based education programs. Based in Nashville, Tennessee, HealthStream has additional offices in Jericho, New York; Boulder; Colorado; Denver, Colorado; San Diego, California; and Chicago, Illinois. For more information, visit http://www.healthstream.com or call 800-521-0574.
This press release contains forward-looking statements that involve risks and uncertainties regarding HealthStream. Investors are cautioned that such results or events predicted in these statements may differ materially from actual future events or results. This information has been included in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such results or events predicted in these statements may differ materially from actual future events or results. These forward-looking statements are based on a variety of assumptions that may not be realized, and which are subject to significant risks and uncertainties, including that the anticipated financial and strategic benefits of the acquisition may not be realized, as well as risks and uncertainties referenced from time to time in the Companys filings with the Securities and Exchange Commission.