FORM 10-K

Index Company Profile Financial Highlights Dear Fellow Shareholders Question and Answer with the CEO ASP Solutions HealtheWare HealthWeb Complementary Business Milestones Form 10-K Report of Independent Accountants Balance Sheets Statements of Operations Statements of Comprehensive Loss Statement of Stockholders' Equity (Deficit) Statements of Cash Flows Notes to Consolidated Financial Statements Valuation and Qualifying Accounts Corporate Information

PART II ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS    We completed our initial public offering of common stock on October 14, 1999. Our common stock has been traded on the Nasdaq National Market under the symbol "TZIX" since October 8, 1999. Prior to that date, there was no public market for our common stock and, therefore, no quoted market prices for our common stock are available.    The following table shows the high and low sales prices of our common stock as reported on the Nasdaq National Market for the periods indicated: QUARTER ENDED HIGH LOW December 31, 2000 $ 23.94     $ 13.13 September 30, 2000 $ 19.73 $ 8.75 June 30, 2000 $ 35.75 $ 10.06 March 31, 2000 $ 91.25 $ 27.00 December 31, 1999 $ 54.00 $ 6.50    As of March 28, 2001, there were 205 holders of record based on the records of our transfer agent which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.    We have never paid cash dividends on our common stock. We currently anticipate that we will retain earnings, if any, to support operations and to finance the growth and development of our business and do not anticipate paying cash dividends in the foreseeable future. The payment of cash dividends by us is restricted by our current bank credit facilities, which contain restrictions prohibiting us from paying any cash dividends without the bank's prior approval. RECENT SALES OF UNREGISTERED SECURITIES    The following is a summary of transactions by us from January 1, 2000 through the date hereof involving sales of our securities that were not registered with the SEC: On January 11, 2000, we issued 87,359 shares of our common stock to former shareholders of Healthcare Media Enterprises, Inc. ("HME") in exchange for all of the issued and outstanding shares of capital stock of HME. On April 3, 2000, we issued 3,000 shares of our common stock to Allen Karp in connection with services rendered. On May 10, 2000, we issued 293 shares of our common stock to Burns McClellan, Inc. in connection with services rendered. On May 22, 2000, we issued 13,700 restricted shares of our common stock to eleven consultants in connection with services rendered. On August 14, 2000, we issued 417 shares of our common stock to Burns McClellan, Inc. in connection with services rendered. On September 12, 2000, we issued warrants to purchase 300,000 shares of our common stock to Maxicare Health Plans, Inc. Such warrants are exercisable at any time at $13.50 per share and expire on September 12, 2005. On October 2, 2000, we issued 12,142,857 shares of our common stock to IMS Health Incorporated in exchange for all of the issued and outstanding shares of capital stock of Erisco Managed Care Technologies, Inc. (now known as Erisco, Inc.). On October 2, 2000, we issued 231,404 restricted shares of our common stock to certain employees of Erisco for their continued service with Erisco. On December 1, 2000, we issued 2,588,427 shares of our common stock to former shareholders of Resource Information Management Systems, Inc. ("RIMS") in exchange for all of the issued and outstanding shares of capital stock of RIMS. On December 11, 2000, December 20, 2000, and January 4, 2001, we issued 44,047 shares, 91,954 shares, and 11,687 shares, respectively, of our common stock to former shareholders of HME in connection with our acquisition of HME on January 11, 2000. On December 12, 2000 and December 22, 2000, we issued 47,180 restricted shares and 35,373 restricted shares, respectively, of our common stock to certain employees of RIMS for their continued service with RIMS. On February 23, 2001, we issued 53,117 restricted shares of our common stock to three employees in connection with performance bonuses.    No cash proceeds were received from any of the stock sales referred to above.    We did not employ any underwriters, brokers or finders in connection with any of the transactions set forth above.    The sales of the securities listed above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the instruments representing such securities issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us. USE OF PROCEEDS    On October 7, 1999, our registration statement for shares of common stock was declared effective by the SEC (File No. 333-84533). We completed our initial public offering on October 14, 1999, raising net proceeds of $36.0 million. As of February 28, 2001, we have used all of the net proceeds from our initial public offering, of which approximately $11.4 million was used for working capital and other general corporate purposes, approximately $7.6 million was used to acquire new businesses, approximately $5.9 million was used to pay down debt, approximately $4.6 million was used for acquisition costs related to Erisco, and approximately $6.5 million was used for the purchase of property and equipment.