UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 1, 2019
CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)
| New York | 001-37817 | 81-2983623 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Campus Drive, Suite 200
Florham Park, New Jersey
07932
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (844) 663-2638
Not Applicable
(Former name or former address, if changed since last report)
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 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2). 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.
Effective January 1, 2019, the Company completed its acquisition of Health Solutions Plus (HSP), a software provider of healthcare payer administration solutions.
The Company issued a press release on January 3, 2019, announcing the closing of the acquisition, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Registrant’s press release dated January 3, 2019 |
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.
| CONDUENT INCORPORATED | ||||||
| Date: January 3, 2019 | By: | /s/ J. Michael Peffer | ||||
| J. Michael Peffer | ||||||
| Secretary | ||||||
Exhibit 99.1
News from Conduent
| For Immediate Release |
| |||||
| Conduent Incorporated 100 Campus Drive Florham Park, N.J. 07932 www.Conduent.com |
Conduent Completes Acquisition of Health Solutions Plus to Provide Core Administrative Processing Technology
FLORHAM PARK, N.J., Jan. 3, 2019 — Conduent Incorporated (NYSE: CNDT) today announced it has completed its acquisition of Health Solutions Plus (HSP), a software provider of healthcare payer administration solutions.
The acquisition enables Conduent to better serve current and prospective commercial and government payer clients with core administration processing technology. In particular, with the purchase of HSP, Conduent offers a modern Core Administration Processing System (CAPS) solution, which is a key connector of administrative functions for healthcare funding entities, including commercial payers, managed care organizations, state Medicaid agencies and Medicare Advantage payers.
The transaction, announced Oct. 31, also aligns with Conduent’s strategy to make acquisitions that will enhance its core portfolio and position it as a technology-led, digital interactions company.
“This purchase strengthens our leadership position in the market, enhancing our capacity to connect the entire healthcare ecosystem,” said Pratap Sarker, group chief executive, Conduent, Financial Services and Healthcare. “We can now bring an end-to-end healthcare payer administration solution to our commercial and government payer clients, helping them achieve operational efficiencies, lower costs and an enhanced digital experience for members and providers.”
Conduent serves all 20 of the top health plans, nine of the top 10 pharmaceutical companies and more than 2,200 healthcare providers.
Founded in 1996, HSP was a privately held company based in Melville, N.Y., supporting more than 20 million people insured by healthcare organizations across medical, dental, vision and extended health products. The company was ranked as the No. 1 vendor for payer claims and administration platforms in the 2018 Best in KLAS: Software and Services report.
Additionally, HSP brings a proven track record of providing comprehensive payer solutions that offer the flexibility and automation needed to support extended health products like dental, vision and specialty health benefits products. Besides providing end-to-end administration processing – from enrollment to billing to final reporting – the HSP Payer Suite can support multiple lines of business, including commercial, Medicaid, Medi-Cal and Medicare Advantage.
Former HSP employees, including HSP co-founders John Buser and Dr. James Basile, are now part of Conduent’s Financial Services and Healthcare sector, led by Pratap Sarker.
Terms of the transaction were not disclosed.
Sheppard Mullin served as legal counsel to Conduent. Bruderman Brothers served as HSP’s financial advisor.
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About Conduent
Conduent creates digital platforms and services for businesses and governments to manage millions of interactions every day for those they serve. We are leveraging the power of cloud, mobile and IoT, combined with technologies such as automation, cognitive and blockchain to elevate every constituent interaction, driving modern digital experiences that are more efficient, helpful and satisfying.
Conduent’s differentiated offerings touch millions of lives every day, including two-thirds of all insured patients in the U.S. and nearly nine million people who travel through toll systems daily. Whether it’s digital payments, claims processing, benefit administration, automated tolling, customer care or distributed learning – Conduent serves a majority of the Fortune 100 companies and more than 500 government entities. Learn more at www.conduent.com.
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Media Contact:
Sean Collins, Conduent, +1-310-497-9205, sean.collins2@conduent.com
Neil Franz, Conduent, +1-301-820-4324, neil.franz@conduent.com
Investor Relations Contact:
Alan Katz, Conduent, +1-973-526-7173, alan.katz@conduent.com
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Conduent is a trademark of Conduent Incorporated in the United States and/or other countries.