| Careflow Net, Inc. | |||
| Proposed Ticker: | CFNI | 15215 Edwards Ferry Road | |
| Exchange: | NASDAQ-Small Cap Market | Poolesville, MD 20837 | |
| Industry: | High-Tech (SIC Code 7372) | (301) 349-0700 | |
| # of Employees: | 5 | ||
| Type of Shares: | Class A Common Shares | Filing Date: | 11/26/97 | |
| U.S. Shares Filed: | 1,600,000 | Filing Price: | $5.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $8,000,000 | |
| Primary Shares: | 1,600,000 | Expenses: | $750,000 | |
| Secondary Shares: | 0 | Shares Out After: | 2,800,000 |
| Manager | Tier | Phone |
| D.H. Blair & Co Inc. | Lead Manager | (212) 495-4306 |
| Issuer's Law Firm: | Bachner, Tally, Polevoy & Misher |
| Bank's Law Firm: | Paul, Hastings, Janofsky & Walker |
| Auditor: | Eisner, Richard A. |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 9 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 9/30/97 | 9/30/97 | ||||
| Revenue: | $0.17 | Assets: | $0.84 | ||
| Net Income: | -$0.47 | Curr Assets: | $0.64 | ||
| EPS: | -$0.78 | Liabilities: | $1.25 | ||
| Prior EPS: | -$0.45 | Curr Liabilities: | $1.25 | ||
| Cash Flow/Oper: | $1.04 | Equity: | -$0.41 | ||
| Cash Flow/Fin: | -$0.03 | Cash: | $0.57 | ||
| Cash Flow/Inv: | -$0.03 | Working Cap: | -$0.61 | ||
| Business Description |
| The Company was established in 1996 to develop and provide information management software products to the healthcare industry. The Company's software employs "open architecture" technologies and is designed as components that may be simply added to a healthcare provider's existing ("legacy") computer systems or included in newer, more efficient, client-server systems. The Company's software will enable providers to cost-effectively access, combine, route and deliver their computerized patient information, regardless of its original source and format within their legacy computer systems. Physicians, nurses and other authorized users will be able to access the patient information (reports, test results, notes, images, etc.) with PCs via provider intranets, for reading, editing, approving, or referring to other users connected to the provider intranet, all in accordance with each user's security status in accordance with intranet security and access protocols established by the provider. The Company's initial software products are being designed to enable IDNs to preserve and leverage their substantial investments in and reliance upon their legacy patient information systems and information repositories, as follows: 1) By providing "plug-and-play" BACKEND access to the patient information directly from within legacy systems, 2) By converting the legacy system information to open computer formats and routing and distributing the information via MIDDLEWARE products to authorized users with access to an IDN's intranet regardless of their location within the IDN, and 3) By furnishing modular, Web-based PC FRONTEND applications for use by IDN clinicians such as document viewing, editing, approval and routing. |
| Competition |
| The Company has a large number of competitors who offer products and services that can accomplish outcomes that are the same or equivalent to the Company's products and services. The Company competes with, among others, (i) very large, established healthcare information system vendors such as HBO & Company, Shared Medical Systems Corporation, and Cerner Corporation, as well as smaller EMRS firms such as MedicaLogic, HealthPoint, Oacis, and Oceana; (ii) integration engine companies such as Software Technologies Corporation, Century Analysis Incorporated, and HUBLink, Inc.; (iii) image management companies such as IMNET Systems, Inc. and LanVision Systems, Inc.; (iv) healthcare database reference companies such as HCIA, Inc.; (v) consulting firms such as Andersen Consulting and Ernst & Young, LLP; (vi) original equipment manufacturers such as International Business Machines Corporation and Hewlett-Packard, Inc.; (vii) systems integration firms such as Science Products International Corporation, Electronic Data Systems Corporation and Healthdyne Information Enterprises; and (viii) internal MIS departments of healthcare providers. Also, the Company will compete with joint ventures, such as the Andover Group (formed by Andersen Consulting and Hewlett-Packard), for middleware services. Most of the Company's competitors have significantly greater financial, technical and management resources than the Company, and there can be no assurance that the Company will be able to compete successfully. In addition, there can be no assurance that others, including the personnel associated with other university-based research facilities with operations similar to those of CERC, will not seek to enter the market. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay $2,000,000 principal amount of 10% promissory notes (the "Bridge Notes") issued in the Bridge Financing, plus accrued interest thereon; for product research, development and technical support; sales and marketing and working capital. |
| Additional Underwriter Compensation |
| Warrant to purchase 160,000 shares/units at a nominal price. |
| # of Units: | 1,600,000 | |||
| Unit Ticker: | CFNIU | Unit Price: | $5.00 | |
| Warrant Ticker: | CFNIW | Warrant Price: | ||
| Warrant Exercise Date: | Warrant Exercise Price: | $6.50 | ||
| Warrant Expiration Date: | ||||
| Warrant Detachable: | Yes | Warrant Detach Date: | ||
| Warrant Callable: | Yes | Warrant Call Date: |
| Unit Composition: 1 Common Share + 1 Class A Warrant |
| Warrant Entitlement: 1 Common Share |
| Warrants are callable at $0.05 if the common stock trades at $9.10 for 30 of 30 consecutive trading days. |
| 5.00% of the proceeds from the exercise of warrants goes to the underwriter. |