SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A
                                (Amendment # 1)

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

        For the transition period from ___________ to _______________

                         Commission file number 0-22162

                         SIMIONE CENTRAL HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                        22-3209241
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                 6600 Powers Ferry Road, Atlanta, Georgia 30339
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (770) 644-6700

          Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
 Title of each class                                  on which registered
 -------------------                                  -------------------
        None                                                 None

          Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $.001 PAR VALUE
                                (Title of class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.           Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ x ]

     Aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant on March 24, 1999: $6,377,917.

     There were 3,867,033 shares of Common Stock outstanding at April 28, 2000.

        Documents incorporated by reference in this Form 10-K/A: None

<PAGE>

Introductory Note:

     This Form 10-K/A is filed to include the information  required by Part III,
Items  10-13  of  Form  10-K,  which  the  Registrant   previously   anticipated
incorporating by reference from its definitive proxy statement.



                                    PART III


Item 10.  Directors and Executive Officers.

The directors of the Company are as follows:

     R. Bruce Dewey, age 48, became a director of Simione in March 2000 upon the
closing  of the  merger  with  MCS  pursuant  to the  terms  of the  MCS  Merger
Agreement,  has  served as  Senior  Vice  President  of  Mestek  since  1994 and
Secretary  of Mestek since 1992.  Mr.  Dewey was General  Counsel of Mestek from
1994 to 1999 and was Vice President --  Administration  prior to 1994.  Prior to
joining  Mestek in 1990,  Mr.  Dewey was an  attorney  in  private  practice  in
Seattle, Washington most recently with Cairncross,  Ragen & Hempelmann from 1987
to 1990. Prior to the merger of Mestek,  Inc. and Reed National Corp., Mr. Dewey
had been  Assistant  to the  President  of Reed  from  1979 to 1983 and had been
affiliated  with the  Cooper-Weymouth,  Peterson  division  of Reed from 1975 to
1979.  In  accordance  with the terms of the  merger  agreement,  Mr.  Dewey was
appointed the Chief  Executive  Officer of Simione as of September 9, 1999.  Mr.
Dewey will remain  Senior Vice  President and Secretary of Mestek and will spend
approximately  75% of his time on Simione.  Mr. Dewey was a director of MCS from
June 1992 to August 1999.

     Barrett  C.  O'Donnell,  age 46,  has  served as  Chairman  of the Board of
Simione since June 15, 1998, and served as Chief Executive Officer and President
from June 15, 1998 to September 9, 1999.  Mr.  O'Donnell  has been a director of
Simione since October 1996. From October 1992 until October 1996, Mr.  O'Donnell
served  as  Chairman  of  the  Board  of  InfoMed  Holdings,  Inc.,  a  Delaware
corporation  that  merged  with  Simione  Central   Holding,   Inc.,  a  Georgia
corporation,  to form Simione  effective  October 8, 1996.  Mr.  O'Donnell  also
served as Chief Executive Officer of InfoMed from November 1994 to October 1996.
From 1978 to present,  Mr.  O'Donnell has been Chairman of the Board,  President
and Chief Executive Officer of O'Donnell Davis, Inc., which is in the consulting
and investment advisory services business.

     William J. Simione,  Jr., age 57, is a certified public  accountant who has
served as Vice  Chairman of the Board and  Executive  Vice  President of Simione
since October 1996.  From January 1996 until October 1996, Mr. Simione served as
the President of Simione  Central,  Inc., a wholly owned  subsidiary of Simione.
From January 1975 until December  1995, Mr. Simione was Managing  Partner of the
Home Health Care Consulting Division of Simione & Simione, CPAs. Since September
1995, Mr. Simione has also served as a director and an audit committee member of
Personnel Group of America,  Inc., a leading provider of information  technology
services  and  commercial  staffing  solutions.  Mr.  Simione  has 32  years  of
experience in the home health care industry.

                                       2
<PAGE>
     James A.  Gilbert,  age 51, has served as a director  of Simione  since May
1997 and as Secretary  of Simione  since  February  2000.  Mr.  Gilbert has been
General Partner of Live Oak Equity Partners,  a venture capital firm, since July
1998.  From  September  1996 to November  1997, Mr. Gilbert served as President,
Chief  Operating  Officer and a director of IMNET  Systems,  Inc., a provider of
electronic  information  and  document  management  systems to the  health  care
industry. From January 1995 to September 1996, Mr. Gilbert served as Senior Vice
President  and  General  Counsel at HBO &  Company,  a health  care  information
company. From 1988 to December 1994, Mr. Gilbert held several other positions at
HBO & Company.

     Dr. David O. Ellis,  age 57, is President  and a director of EGL  Holdings,
Inc., an Atlanta-based  merchant banking group providing investment services and
capital to United States middle market  companies.  He has been with EGL and the
predecessor  company,  Corporate  Finance  Associates,  since 1982. Dr. Ellis is
currently a director of several privately-held companies.

     Jesse I. Treu,  age 52, became a director of Simione in August 1999.  Since
1995,  he has been Chairman of the board of directors of  CareCentric.  Jesse I.
Treu, Ph.D. has been a general partner of Domain Associates, L.L.C. and a member
of Biotechnology Investments Limited's U.S. Venture Capital advisory group since
Domain's  inception 13 years ago. Prior to the formation of Domain, Dr. Treu had
twelve years' health care experience at GE and Technicon Corporation in a number
of research,  marketing management,  and corporate staff positions. As a venture
capitalist, he has been a director of over 18 early-stage health care companies,
11 of which have  become  public  companies.  Dr.  Treu has  served as  founder,
president,  and chairman of several of these  companies.  Dr. Treu  received his
B.S. from Rensselaer Polytechnic Institute,  and his M.A. and Ph.D. degrees from
Princeton  University.  Mr.  Treu  was  elected  to the  board  pursuant  to the
CareCentric merger agreement.

     Daniel J.  Mitchell,  age 42,  became a director of Simione in August 1999.
From 1995 to the closing of the CareCentric merger in 1999, he was a director of
CareCentric.  Mr.  Mitchell  is a General  Partner  of  Capital  Health  Venture
Partners,  a venture capital firm that manages the American  Healthcare Fund and
the American Healthcare Fund II and founding manager of Sequel Venture Partners.
Prior to  co-founding  Capital  Health  in 1985,  he was with the  Institutional
Venture  Capital Fund at the First  National  Bank of Chicago from 1983 to 1985,
and with the Bank's Trust Investment  Management  Division from 1981 to 1982. He
holds a BS from the  University  of Illinois and an MBA from the  University  of
California,  Berkeley.  Mr.  Mitchell  was elected to the board  pursuant to the
CareCentric merger agreement.

     Winston R. Hindle, Jr., age 68, became a director of Simione in March, 2000
upon the closing of the merger with MCS  pursuant to the terms of the MCS Merger
Agreement.  Mr. Hindle has been a director of Mestek since 1994.  Mr. Hindle was
Senior Vice President of Digital Equipment Corporation,  Maynard, Massachusetts,
prior to his retirement in July, 1994. In his 32 years with Digital,  he managed
both  corporate  functions  and  business  units and was a member  of  Digital's
Executive Committee. Mr. Hindle is a member of Mestek's Executive Committee. Mr.
Hindle was a director of MCS, Inc. from 1994 until the date of the MCS merger in
March  2000.  Mr.  Hindle  is  also  a  director  of  Keane,  Inc.,  of  Boston,
Massachusetts and CP Clare Corporation of Beverly, Massachusetts.

                                       3
<PAGE>

     David W. Hunter,  age 70, became a director of Simione in March,  2000 upon
the  closing  of the  merger  with MCS  pursuant  to the terms of the MCS Merger
Agreement.  Mr. Hunter has served as a director of Mestek since 1985. Mr. Hunter
has been Chairman of Hunter  Associates,  Inc.,  an  investment  banking firm in
Pittsburgh,  Pennsylvania since 1992. From 1990 to 1992 he was Chairman Emeritus
of Parker/Hunter, Inc., an investment banking firm in Pittsburgh,  Pennsylvania,
where he was  Chairman  from 1978 until 1990.  Mr.  Hunter is also a director of
Lockhart Companies, Kiene Diesel Accessories, Inc., Justifacts,  Quanterra, Inc.
and U.S. Tool & Die Corporation. He served as Chairman of the Board of Governors
of the National Association of Securities Dealers, Inc. from 1986 to 1987.

     John E. Reed, age 84, became a director of Simione in March,  2000 upon the
closing  of the  merger  with  MCS  pursuant  to the  terms  of the  MCS  Merger
Agreement.  Mr. J.E.  Reed had been the Chairman of the Board of MCS since 1986.
Mr.  Reed has been a director  of Mestek  since  1986.  Mr.  J.E.  Reed has been
Chairman of the Board,  President  and Chief  Executive  Officer of Mestek since
1989,  is a member  of the  Executive  Committee  and  serves  on the  boards of
Mestek's subsidiaries. From 1986 until 1989 he was President and Chief Executive
Officer and prior to the 1986 merger of Mestek,  Inc. and Reed  National  Corp.,
had been  President and Chief  Executive  Officer of Reed since he founded it in
1946.  Mr.  Reed is also a director  of  Wainwright  Bank & Trust  Co.,  Boston,
Massachusetts.

     Stewart B. Reed,  age 51, became a director of Simione in March,  2000 upon
the  closing  of the  merger  with MCS  pursuant  to the terms of the MCS Merger
Agreement.  Mr. Reed had been a director  of MCS since 1987.  Mr. Reed is also a
director  of Mestek,  a position  he has held since  1986.  Mr.  Reed  served as
Executive Vice  President of Mestek from 1986 to 1996.  Prior to the 1986 Merger
of Mestek,  Inc.  and Reed  National  Corp.,  Mr. Reed had been  Executive  Vice
President of Reed National  Corp. in charge of corporate  development.  Mr. Reed
had been employed by Reed National Corp. since 1970. Mr. Reed is the son of John
E. Reed, Chairman of the Board,  President and Chief Executive Officer of Mestek
and the Chairman of the Board of MCS.

     Edward K. Wissing, age 62, became a director of Simione in March, 2000 upon
the  closing  of the  merger  with MCS  pursuant  to the terms of the MCS Merger
Agreement.  Mr. Wissing retired in 1998 from American  HomePatient of Nashville,
Tennessee,  a regional  provider of home health care  products and  services,  a
company  which he founded.  He  maintains an active role in the home health care
industry  and has twice  chaired the Health  Industry  Distributors  Association
(HIDA). Mr. Wissing has also served as chairman of HIDA's Educational Foundation
and serves on the board of American HomePatient and Psychiatric Solutions, Inc.,
a Nashville-based mental health services provider.

Board of Directors and Committee Meetings

     The Board of  Directors of the Company  held seven  meetings  during 1999.
During 1999,  the board of directors had an Audit  Committee and a  Compensation
Committee. The Audit Committee:

-    reviews Simione's accounting practices and financial results;

-    consults  with and reviews the services  provided by Simione's  independent
     accountants; and

-    reviews  and  approves,   with  the   concurrence  of  a  majority  of  the
     disinterested directors of Simione,  transactions,  if any, with affiliated
     parties.

                                       4
<PAGE>

     The Audit  Committee  during  1999  consisted  of Messrs.  Anatharaman  and
Gilbert.  At December 31, 1999,  the only member of the Audit  Committee was Mr.
Anantharaman. The Audit Committee met as necessary to discharge their duties.

The Compensation Committee:

-    reviews and  recommends  to the board of  directors  the  compensation  and
     benefits of all the executive officers of Simione;

-    administers Simione's compensation and benefit plans; and

-    reviews general policies relating to compensation and benefits of employees
     of Simione.

     The  members  of  the  Compensation  Committee  during  1999  were  Messrs.
Anantharaman  and Gilbert.  The  Compensation  Committee held one meeting during
1999.

     Each of Simione's  directors in 1999  attended at least 75% of the meetings
of the board of directors and the Committees, if any, on which they served.

     After the completion of the MCS merger, the board of directors  reorganized
its committee structure. The new committee memberships are as follows:

Executive Committee:               John E. Reed (Chairman)
                                   R. Bruce Dewey
                                   Barrett C. O'Donnell
Compensation Committee:            David O. Ellis (Chairman)
                                   Daniel J. Mitchell
                                   Jesse I. Treu
Audit Committee:                   Winston R. Hindle, Jr. (Chairman)
                                   David O. Ellis
                                   James A. Gilbert
Nominating Committee:              David W. Hunter (Chairman)
                                   William J. Simione, Jr.
                                   Edward K. Wissing

Voting Agreement

     The merger agreement contains a voting agreement  regarding the election of
directors.  Under this  agreement,  the  directors  of Simione  will appoint six
individuals  designated  by MCS'  stockholders  to the board of  Simione.  For a
period of eighteen  months after the effective date of the merger,  Simione will
name the six MCS  designees  as  nominees  to the  Simione  board  in any  proxy
statement relating to the election of directors.

     For so long as Simione's Series B Preferred Stock remains  outstanding,  in
the event that  Simione's  board is unable to reach a decision  on a vote on any
matter in two  consecutive  board  meetings,  the number of  directors  shall be
increased  by one member and the holders of the Series B  Preferred  Stock shall
have the right to appoint such member.

                                       5
<PAGE>

     The three major  stockholders  of MCS,  John E. Reed,  Stewart  Reed and E.
Herbert  Burk,  are  obligated  to vote  their  Simione  shares  in favor of all
nominees  named in  Simione's  proxy  statements.  However,  Simione will not be
required to nominate,  and the major stockholders of MCS will not be required to
vote  for,   a   particular   candidate   if  that   candidate   is  subject  to
disqualifications related to potential director misconduct. The initial group of
designees  elected by the MCS stockholders  were John E. Reed,  Stewart B. Reed,
David W. Hunter, Winston R. Hindle, Jr., R. Bruce Dewey and Edward K. Wissing.

Director Compensation

     Directors   who  are  officers  of  the  Company   receive  no   additional
compensation  for  serving  on the  Board of  Directors.  Directors  who are not
officers of the Company,  receive fees of $1,000,  $500 and $250 for each Board,
Committee and telephone meeting,  respectively,  attended. All directors receive
reimbursement  for certain  expenses in connection  with attendance at Board and
Committee meetings.

     The Company has a consulting  agreement  with EGL, a venture  capital firm,
whereby EGL provides  consulting  services on general  business  operations  and
corporate  investments  including financial analysis,  review of industry trends
and  assistance  with  respect  to  merger  or  acquisition  opportunities.  Mr.
Anantharaman,  a former director of the Company,  was a partner at EGL from 1987
until June 1998. The consulting  agreement expired on June 30, 1999 and provided
for a monthly  consulting fee of $5,000,  plus  reimbursement  of  out-of-pocket
expenses.  The fees were  determined  by  negotiation  between the parties.  The
Company did not pay any  consulting  fees to EGL for the year ended December 31,
1999.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee of the Board of Directors is currently comprised
of Mr. John E. Reed,  Dr.  David O. Ellis and Mr.  Treu.  During  1999,  Messrs.
Anantharaman  and Gilbert served on the  Compensation  Committee.  None of these
directors  ever  served as an officer or  employee  of the Company or any of its
subsidiaries.

     On July 12, 1999, Simione entered into a merger agreement (the "Agreement")
with CareCentric Solutions,  Inc. The CareCentric merger was completed on August
12,  1999,  for  total   consideration  of  $9,312,460.   Under  the  Agreement,
CareCentric merged into a wholly-owned subsidiary of Simione, and Simione issued
3,034,521   shares  of  Series  A  Preferred  Stock  to  the  former   preferred
stockholders  and noteholders of CareCentric and paid $3.00 per share in cash to
the former common  stockholders  of CareCentric  (approximately  $200,000 in the
aggregate).  On March 7, 2000, Simione's stockholders approved the conversion of
the Series A Preferred  Stock into Simione common stock.  After giving effect to
Simione's one-for-five reverse stock split effected on the same date, the Series
A Preferred  Stock was converted  into 606,904 shares of Simione common stock on
March 7, 2000. The former  CareCentric  preferred  stockholders  and noteholders
will  receive  additional  shares of  Simione  common  stock (up to a maximum of
606,904 additional shares) if the average closing market price of Simione common
stock during the fourth quarter of 2000 is less than $15.00 per share.

                                       6
<PAGE>

     Mr. Treu was a stockholder and director of CareCentric.  As a result of the
merger,  Mr. Treu  received  beneficial  ownership of 155,424  shares of Simione
common stock.

     On May 26, 1999,  Simione  signed an agreement  ("MCS  Agreement") to merge
with MCS, Inc., a wholly-owned  subsidiary of Mestek, Inc. The MCS Agreement was
amended  in  August  1999  to  provide  that  the   calculation  of  the  merger
consideration  would not include the shares issued in the CareCentric merger and
was further  amended in September  1999 to provide for  additional  funding from
Mestek and the spin-off of MCS to Mestek stockholders.

     On March 6, 2000, MCS was spun off from its former parent company,  Mestek,
Inc.  On March 7, 2000,  Simione  completed  the merger with MCS,  Inc.  Simione
issued  approximately  1.5 million shares of common stock to MCS stockholders in
exchange for all of the outstanding  shares of MCS common stock.  This number of
shares has been adjusted to reflect a one-for-five  reverse stock split that was
completed immediately prior to the merger. In connection with the closing of the
merger, Mestek invested $6 million in Simione in exchange for 5.6 million shares
of Series B preferred  stock and warrants to purchase  400,000 shares of Simione
common stock.  The $6 million  investment  consisted of the  cancellation  of $4
million in aggregate principal value of promissory notes and payment of interest
accrued  thereon,  and payment of the remaining amount in cash to Simione at the
closing of the merger.

     The  consideration  paid  by  Simione  to  acquire  MCS was  determined  by
reference  to a valuation  report from an  independent  valuation  firm and as a
result of arm's-length negotiations. The description of the MCS merger agreement
contained herein is qualified in its entirety by reference to the Second Amended
and Restated  Agreement and Plan of Merger and Investment  Agreement dated as of
October  25,  1999 by and among  Simione,  MCS,  Mestek,  Inc.  and three  major
stockholders  of  Mestek  included  as  Exhibit  2.1 to  Simione's  Registration
Statement on Form S-4 (Registration  No.  333-96529) and incorporated  herein by
reference.

     Subsequent to the MCS merger,  approximately 39% or 1,489,853 shares of the
outstanding common stock of Simione are owned by the former MCS stockholders.

     One of the stockholders,  John E. Reed, by virtue of the spin-off of MCS to
the  stockholders  of  Mestek  and the  merger  of MCS  into  Simione,  controls
approximately  22%  of  the  common  stock  on  matters  to  be  voted  upon  by
stockholders  of  Simione.  The Series B  Preferred  Stock  issued to Mestek has
voting  rights  equal  to  2,240,000   shares  of  Simione   common  stock,   or
approximately  36% of the total  voting  power.  The Series C  Preferred  Stock,
issued to Mestek upon  conversion of its  promissory  note at the closing of the
merger,  has voting rights equal to 170,000 shares of Simione  common stock,  or
approximately  2.7% of the total voting power.  Mr. Reed,  through  direct share
ownership and as trustee under various family trusts, controls approximately 57%
of the vote on matters to be voted upon by stockholders  of Mestek.  This voting
power at the Mestek level makes Mr. Reed capable of  exercising  voting power of
the Series B and Series C Preferred Stock at the Simione level. Accordingly, Mr.
Reed controls,  through his direct and indirect control of 22% of Simione common
stock and his  indirect  control of the Series B and Series C  Preferred  Stock,
approximately  52% of the vote on matters to be voted  upon by  stockholders  of
Simione.

                                       7
<PAGE>

     Nasdaq has  challenged  the voting rights of the Series B Preferred  Stock.
Simione is in discussions with Nasdaq regarding this issue.

     In addition, as a result of these holdings,  Mr. Reed was able to determine
the  composition  of the MCS board  designees that were appointed to the Simione
board,  and Mr. Reed would be able to select a 13th director to break a deadlock
in the event that Simione's board is unable to reach a decision on a vote on any
matter in two consecutive board meetings.

     Except as set forth under "-- Director  Compensation",  there were no other
material  transactions  between  the  Company  and  any  of the  members  of the
Compensation Committee during the year ended December 31, 1999.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under the federal  securities  laws, the Company's  directors and executive
officers, and any persons holding more than 10% of the Common Stock outstanding,
are  required  to  report  their  initial  ownership  of  Common  Stock  and any
subsequent  changes in that  ownership  to the  Commission  and The Nasdaq Stock
Market.  Specific due dates have been established and the Company is required to
disclose  any failure to file by these dates  during the  Company's  most recent
fiscal year. To the Company's  knowledge,  all of these filing requirements were
satisfied.  In making these  disclosures,  the Company has relied  solely on its
review of copies of the reports  that have been  submitted  to the Company  with
respect to its most recent fiscal year.

     Information  relating to the executive  officers of the Company is provided
in Part I hereof.

Item 11. Executive Compensation.

Compensation Summary

     The following table sets forth all compensation paid by the Company for the
years ended  December 31,  1999,  1998 and 1997 to each of the  individuals  who
served as Chief Executive Officer during 1999, the four most highly  compensated
other executive  officers,  and two  individuals for whom disclosure  would have
been  provided  but for the fact  that  such  individuals  were not  serving  as
executive  officers of the Company at the end of the last fiscal  year(together,
the "Named Executive Officers").


                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                            Summary Compensation Table

                                                                                                    Long-Term
                                                                                                  Compensation
                                                          Annual Compensation                    -----------------
                                     ------------------------------------------------------------   Number of
                                                                                 Other             Securities         All Other
                                                                                 Annual             Underlying        Compensation
                                                    Salary        Bonus       Compensation           Options             ($)(1)
      Name and Principal Position      Year          ($)           ($)             ($)              Grants(#)
   -------------------------------------------- --------------------------- ------------------   -----------------  ----------------
   <S>                                <C>        <C>              <C>        <C>                          <C>        <C>

   Barrett C. O'Donnell                1999      $    179,167      --        $     --                     50,000     $       400
   Chairman of the Board, and          1998           191,667      --              --                         --              --
   Former Chief Executive Officer      1997                --      --              --                         --         144,000
   and President (2)


   R. Bruce Dewey                      1999           175,000      --              --                     30,000              --
   President and Chief Executive
   Officer (3)


   William J. Simione, Jr.             1999           300,000      --              --                         --             784
   Vice Chairman of the Board and      1998           300,000      --              --                     75,000           4,500
   Executive Vice President            1997           300,000      --              --                         --           6,134


   Robert J. Simione                   1999           225,000      --              --                         --            827
   Senior Vice President of            1998           225,000      --              --                     41,000          1,653
   Consulting                          1997           225,000      --              --                         --          1,443


   Gary M. Bremer                      1999           --           --             332,769 (5)                 --            117
   Former Chief Executive Officer      1998           248,764      --             140,113 (5)                 --          3,000
   and Chairman of the Board (4)       1997           329,000      --              45,934 (6)                 --         29,909 (8)


   Jack Arthur                         1999           150,000      37,500         --                          --          2,050
   Senior Vice President of Product
   Management and Quality Assurance


   Kathryn B. McClellan                1999           147,961     --              --                      15,000            439
   Senior Vice President of Product
   Services


   Jay S. Shevins                      1999            79,880     --              159,761   (7)               --            491
   Former Senior Vice President of
   Product Management (4)

</TABLE>
_______________________________________

(1)  Represents group life insurance and disability  insurance premium payments,
     except for Mr. O'Donnell's 1999 amount which represents amounts paid to ODD
     for consulting services.

(2)  Mr.  O'Donnell became  Chairman,  Chief Executive  Officer and President on
     June 15, 1998,  and resigned as Chief  Executive  Officer and  President on
     September 9, 1999.

(3)  Mr. R. Bruce Dewey became Chief  Executive  Officer of Simione on September
     9, 1999,  and is paid an annual base salary of  $175,000.  Since Mr.  Dewey
     devotes 25% of his time to his duties as Senior Vice  President  of Mestek,
     25% of this salary is paid directly by Mestek.

(4)  Mr.  Bremer  resigned as Chairman  of the Board in June 1998.  Mr.  Shevins
     resigned as Senior Vice President of Product Management in April, 1999, and
     Mr. Hare resigned as Chief Financial Officer in April 2000.

                                       9
<PAGE>

(5)  Represents  amounts paid pursuant to a severance  agreement  dated July 22,
     1998 (see "Item 11. Executive Compensation - Severance Agreements").

(6)  Represents  certain car allowance,  club  membership and insurance  expense
     reimbursements.

(7)  Represents  amounts paid pursuant to a severance  agreement  dated April 1,
     1999 (see "Item 11. Executive Compensation - Severance Agreements").

(8)  Includes  $20,698 of interest  imputed to Mr.  Bremer in 1997 in connection
     with a promissory note to the Company for $900,000 entered into on March 5,
     1996 by Mr. Bremer. The Company forgave all interest (5.05% per annum) that
     accrued on the outstanding  principal  balance of this promissory  note. In
     July 1997, Mr. Bremer repaid in full the then outstanding principal balance
     of $850,000.

Grants of Stock Options

     The  following  table  sets  forth  certain  information  with  respect  to
individual  grants  of stock  options  by the  Company  to the  Named  Executive
Officers during the year ended December 31, 1999.


<TABLE>
<CAPTION>
                                                   Option Grants in Last Fiscal Year

                                                                                                         Potential
                                             Number of                                                Realizable Value
                                            Securities           % of Total                          at Assumed Annual
                                            Underlying             Options                             Rates of Stock
                                              Options            Granted to         Exercise         Price Appreciation
                                            Granted(#)           Employee in          Price          for Option Term(2)

                 Name                           (1)              Fiscal Year         ($/Sh)         5% ($)       10% ($)
--------------------------------------- -------------------- -------------------- -------------- ------------- -------------
<S>                                         <C>                     <C>             <C>           <C>           <C>

Barrett C. O'Donnell                         50,000                 36.5%           $  10.00      $ 314,447     $ 796,871
R. Bruce Dewey                               30,000                 21.9%               8.75        165,084       418,357
Jack Arthur                                      --                   --                  --             --            --
Kathryn B. McClellan                         15,000                 10.9%               7.50         70,751       179,296

</TABLE>
--------------------------------

(1)  Except for Mr. O'Donnell's stock options, which are immediately vested, the
     stock  options  reflected in this table vest as to 33 1/3% of the shares of
     Common Stock covered thereby on the first,  second and third anniversary of
     the date of grant.  The exercise price of all such stock options  reflected
     in this table is equal to the fair market  value of the Common Stock on the
     date of grant.

(2)  The dollar amounts under these columns  represent the potential  realizable
     value of each grant of option  assuming that the market price of the Common
     Stock  appreciates in value from the date of grant at the 5% and 10% annual
     rates   prescribed  by  the   Securities  and  Exchange   Commission   (the
     "Commission") and, therefore,  are not intended to forecast possible future
     appreciation,  if any, of the price of the Common Stock.  The actual value,
     if any, that an executive officer may ultimately realize will depend on the
     excess of the stock  price  over the  exercise  price on the date the stock
     option is exercised.  Therefore,  there can be no assurance  that the value
     realized by an executive  officer upon actual exercise of the stock options
     granted in 1999 will be at or near the Potential Realizable Value indicated
     in the table.

                                       10
<PAGE>

Option Exercises and Holdings

     The following table sets forth  information  concerning  options  exercised
during the fiscal  year ended  December  31,  1999 and the value of  unexercised
stock options held at the end of the fiscal year ended December 31, 1999 by each
Named Executive Officer.

<TABLE>
<CAPTION>

                           Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

                               Shares
                               Acquired                            Number of Securities
                                  on            Value             Underlying Unexercised          Value of in-the-Money
                               Exercise        Realized                 Options at                      Options at
            Name                  (#)            ($)               December 31,1999 (#)         December 31, 1998 ($) (1)
            ----               ---------      ----------     --------------------------------- -----------------------------
                                                              Exercisable     Unexercisable    Exercisable    Unexercisable

<S>                              <C>           <C>                <C>               <C>          <C>           <C>

Barrett C. O'Donnell             13,600        $128,248            84,196               --       $    0             --

R. Bruce Dewey                     --             --               --               30,000           --         18,750

William J. Simione, Jr.            --             --               17,111           10,000            0              0

Robert J. Simione                  --             --                8,723            5,333            0              0

Jack Arthur                        --             --                5,000           10,000        7,825         15,650

Gary M. Bremer                     --             --               34,242               --            0             --

Kathryn B. McClellan               --             --                3,000           18,000            0         28,125

Jay S. Shevins                     --             --                1,000               --            0             --

</TABLE>

___________________

(1)  Dollar values were  calculated by determining  the  difference  between the
     fair market value of the  underlying  securities  at year-end at $9.375 per
     share,  as adjusted  for the reverse  split and the  exercise  price of the
     options.

Employment Agreements

     A Simione  subsidiary  has an  employment  agreement  with Mr.  William  J.
Simione,  Jr.,  Vice  Chairman of the Board and an Executive  Vice  President of
Simione,  which  provides for a base salary of $300,000,  plus  benefits,  and a
potential  bonus  payable  at the  discretion  of the  board of  directors.  The
agreement  was signed on January 1, 1996 and has an initial  five year term that
can be renewed for additional one year terms unless  terminated by either party.
The agreement  provides for severance  upon a change of control of Simione equal
to  three  times  his  average  annual  compensation  for the five  year  period
preceding  the date of the change of  control of  Simione.  The  agreement  also
contains a non-compete  provision  prohibiting  Mr.  Simione from competing with
Simione during the term of the agreement and for an additional three year period
if he is terminated in connection with a change in control.

     Simione has an employment agreement with Jack Arthur, Senior Vice President
of Product  Management  and Quality  Assurance,  that provide for base salary of
$150,000  per year plus  benefits,  and a  potential  bonus of up to $75,000 per
year.  In addition  Simione made a loan of $100,000 to Mr. Arthur on January 19,
1999 at a rate equal to Wachovia  Bank's  prime  lending  rate,  payable  over 5
years. See "Certain Relationships and Related Transactions".

                                       11
<PAGE>
Severance Agreements

     Simione  entered into a severance  agreement with Gary M. Bremer,  a former
director and officer of Simione,  on July 22, 1998.  Mr.  Bremer was Chairman of
the Board of  Simione  from  October  1996  until  June 1998 and also  served as
Simione's Chief Executive  Officer from October 1996 until April 1997.  Pursuant
to such severance agreement,  Mr. Bremer receives,  from the period July 1, 1998
until  December  10, 2000,  severance  at an annual rate of $400,000  payable in
semi-monthly  installments  plus a total payment of $50,000 and reimbursement of
COBRA premiums payable over the same period. Under the severance agreement,  Mr.
Bremer  retained  rights to all his  vested  Simione  options on the date of the
agreement but forfeited any rights to non-vested  stock  options.  The severance
agreement  was amended in October  and  November of 1999 to allow the Company to
defer  $89,470.24  of payments due Mr.  Bremer  through  December 31, 1999 until
December 10, 2000 pursuant to a promissory  note with an annual interest rate of
9%.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The following  table sets forth  information  as to the number of shares of
Simione common stock that will be owned  immediately  after giving effect to the
merger by:

-    each director of Simione;

-    the Chief  Executive  Officer  and the four other most  highly  compensated
     executive officers of Simione;

-    all Simione directors and executive officers, as a group; and

-    each person,  entity, or group of affiliated persons known by Simione to be
     the beneficial  owner of more than 5% of Simione's  common stock,  based on
     that person's or entity's  ownership of Simione common stock and the number
     of outstanding shares of Simione common stock as of April 28, 2000.

     For purposes of this table,  beneficial  ownership of securities is defined
according  to the  rules of the SEC and  means  generally  the  power to vote or
exercise  investment  discretion  with respect to securities,  regardless of any
economic interests therein. Except as otherwise indicated, Simione believes that
the  beneficial  owners of shares of Simione common stock listed below will have
sole  investment  and voting  power  with  respect  to such  shares,  subject to
community  property  laws where  applicable.  In addition,  for purposes of this
table,  a person or group is deemed to have  beneficial  ownership of any shares
which such  person has the right to acquire  within 60 days after the date as of
which these data are presented.  For purposes of  calculating  the percentage of
outstanding shares held by each person named above, any shares which this person
has the right to acquire  within 60 days  after the date as of which  these data
are  presented  are  deemed  to be  outstanding,  but  not for  the  purpose  of
calculating the percentage ownership of any other person.

     The percentages  were calculated based on the ratio of the number of shares
of Simione common stock  beneficially owned by such beneficial owner as of April
28, 2000 to the sum of:

                                       12
<PAGE>

-    3,867,033  the total  number of  outstanding  shares of common stock as of
     April 28, 2000; and

-    the number of shares of common stock  issuable  upon exercise of options or
     warrants held by the applicable beneficial owner exercisable within 60 days
     of April 28, 2000.


         The table reflects the  one-for-five  reverse stock split (the "Reverse
Split") that became effective on March 7, 2000. The number of shares shown below
does not reflect  ownership of 5,600,000  shares of Series B Preferred Stock and
850,000 shares of Series C Preferred Stock. The Series B Preferred Stock has 0.4
votes per  share  and the  Series C  Preferred  Stock  has 0.2 votes per  share.
Neither  the  Series B  Preferred  Stock  nor the  Series C  Preferred  Stock is
convertible into common stock.  Mestek owns 100% of the Series B Preferred Stock
and 100% of the Series C Preferred  Stock. The "total voting power" reflects the
effect of the Series B Preferred Stock and Series C Preferred Stock.

<TABLE>
<CAPTION>
                                                                      SHARES OF COMMON STOCK              TOTAL
                                                                           BENEFICIALLY                  VOTING
                                                                               OWNED                      POWER
                                                                  --------------------------------     ------------
NAME OF BENEFICIAL OWNER                                               NUMBER          PERCENT
------------------------                                               ------          -------
<S>         <C>                                                            <C>             <C>           <C>
Mestek, Inc.(1)(2)                                                         400,000         9.4           42.1
John E. Reed(1)(2)(3)                                                      965,989        22.6           50.6
Stewart B. Reed(2)(4)                                                      376,657         9.7            6.0
Barrett C. O'Donnell(5)                                                    257,395         6.5            4.0
O'Donnell Davis, Inc.(6)                                                   192,395         4.9            3.0
Dr. David O. Ellis(7)                                                      197,434         5.1            3.1
Gary M. Bremer(8)                                                          179,191         4.6            2.8
William J. Simione, Jr.(9)                                                  27,886           *              *
Robert J. Simione(10)                                                       10,931           *              *
R. Bruce Dewey(2)                                                               52           *              *
Dr. Charles N. Mead                                                             --          --             --
William A. Thomasmeyer                                                          --          --             --
Michael Quinn                                                                  612           *              *
Jack Arthur(11)                                                                 --          --             --
James A. Gilbert(11)(12)                                                     6,417           *              *
Winston R. Hindle, Jr.(2)                                                    1,534           *              *
David W. Hunter(2)(13)                                                       2,453           *              *
Kathryn B. McClellan(5)(14)                                                  3,093           *              *
Daniel J. Mitchell(15)                                                      74,734         1.9            1.2
Jesse I. Treu(16)                                                          155,424         4.0            2.5
Edward K. Wissing(2)                                                            --          --             --
All directors and executive officers as a group (19 persons)(17)
                                                                         1,864,204        47.2           65.8
</TABLE>

-------------------------

* Less than 1%.

(1)  Includes 400,000 shares issuable upon exercise of a warrant to be issued to
     Mestek in the MCS merger.  Does not include  approximately  388,742  shares
     issuable  upon an option to be  issued  to Mestek in the MCS  merger.  This
     option  only vests as existing  Simione  options,  warrants  or  conversion
     rights are exercised. For purposes of this table, we have assumed that John
     E. Reed has voting control of the securities held by Mestek.

(2)  The address is 260 North Elm Street, Westfield, Massachusetts 01085.

                                       13
<PAGE>

(3)  Excludes 1,593 shares of common stock which are held by Mr. Reed's wife and
     11,319 shares of common stock which are held by a family trust for which he
     is not trustee, to which he disclaims ownership. Excludes 291,362 shares of
     common  stock which are held by John E. Reed as trustee for various  family
     trusts,  but for which he disclaims  beneficial  ownership;  of the 291,362
     shares  disclaimed  by John E. Reed,  225,550  shares are  included  in the
     shares  listed  as  beneficially  owned by his son,  Stewart  B.  Reed,  as
     described in note (4) below.  Includes  89,312 shares of common stock owned
     by Sterling Realty Trust, a  Massachusetts  business trust of which John E.
     Reed  is  the  trustee  and  of  which  he  and  a  family  trust  are  the
     beneficiaries.

(4)  Includes  225,550  shares of common stock which are owned by the Stewart B.
     Reed Trust, of which Stewart B. Reed is the beneficiary and John E. Reed is
     the trustee.

(5)  Includes 27,000 shares issuable upon exercise of warrants and 84,196 shares
     issuable upon exercise of options. Mr. O'Donnell is a stockholder, director
     and officer of ODD. Accordingly,  pursuant to Rule 13d-3 under the Exchange
     Act,  he  is  deemed  to be  an  indirect  beneficial  owner  of  Simione's
     securities beneficially owned by ODD.

(6)  Includes 27,000 shares issuable upon exercise of warrants and 34,196 shares
     issuable upon exercise of options

(7)  Includes 170,786 shares held by, and 6,189 shares issuable upon exercise of
     options by,  Rowan  Nominees  Limited  ("Rowan").  Rowan is nominee for EGL
     Holdings,  Inc. Mr. Ellis is president and a director of EGL Holdings, Inc.
     Includes  1,837  shares held by Mr.  Ellis'  wife.  Includes  8,020  shares
     issuable upon exercise of options.

(8)  Includes  34,243 shares  issuable  upon  exercise of options.  Excludes any
     interest  Mr.  Bremer has in the  Simione  Central  Holdings,  Inc.  Profit
     Sharing Plan Trust (the "Profit Sharing Plan").

(9)  Includes 17,111 shares issuable upon exercise of options.

(10) Includes 8,722 shares issuable upon exercise of options.

(11) Includes 4,167 shares issuable upon exercise of options.

(12) The address is 6600 Powers Ferry Road,  Atlanta,  Georgia  30339.  Includes
     5,000 shares issuable upon exercise of options

(13) Excludes  1,593 shares of Simione  common stock held by his spouse to which
     he disclaims ownership.

(14) Includes 3,000 shares issuable upon exercise of options.

(15) Includes 74,734 shares held by a limited  partnership of which Mr. Mitchell
     is a general partner.  Mr. Mitchell disclaims beneficial ownership of these
     shares.

(16) Includes  150,565  shares held by Domain  Partners  III,  L.P.,  a Delaware
     limited partnership ("DP III"), and 4,859 shares held by DP III Associates,
     L.P., a Delaware limited  partnership ("DP III A"). DP III and DP III A are
     Delaware limited partnerships,  each of whose principal business is that of
     a private investment partnership. The sole general partner of DP III and DP
     III  A is  One  Palmer  Square  Associates  III,L.P.,  a  Delaware  limited
     partnership ("OPSA III"), whose principal business is that of acting as the
     general  partner of DP III and DP III A. Mr.  Treu is a general  partner of
     OPSA III. Mr. Treu disclaims beneficial ownership of these shares.

(17) Includes  136,405  shares  issuable  upon  exercise  of options and 427,000
     shares issuable upon exercise of warrants.

                                       14
<PAGE>

Item 13. Certain Relationships and Related Transactions.

     On January 1, 1996,  InfoMed Holdings,  Inc., a predecessor  corporation of
Simione,  entered  into a lease  agreement  with  Gateway  LLC with  respect  to
Simione's  Pompano Beach,  Florida  office.  O'Donnell  Davis,  Inc. owns 70% of
Gateway LLC and more than 5% of Simione's common stock. In addition, Mr. Barrett
C.  O'Donnell,  Chairman of the Board of Simione,  is the Chairman of the Board,
President  and  Chief  Executive  Officer  and a 75%  stockholder  of ODD.  Reid
Horovitz,  former General Counsel and Secretary of Simione,  owns 10% of Gateway
LLC. Pursuant to the lease agreement,  Gateway LLC leases  approximately  20,291
square  feet to Simione  for a term of five years that  commenced  on January 1,
1996. In addition,  on October 24, 1997 a subsidiary  of Simione  entered into a
written addendum  extending the Pompano lease through December 31, 2001. Simione
has an  option  to renew the lease  for an  additional  five year  term.  Rental
payments  from  Simione for the year ended  December  31, 1998 and 1999  totaled
$384,528  and  $420,000,  respectively.  In addition  to these  lease  payments,
Simione  is  obligated  to pay its  share  of the  office  building's  operating
expenses. The lease payments were determined by negotiation between the parties.
Simione believes that the terms of the lease agreement are at least as favorable
as could have been obtained  elsewhere for similar  facilities from unaffiliated
third parties. Gateway LLC sold the Pompano lease to an unrelated third party in
August 1998.

     On January 1,  1998,  Simione  replaced  an oral lease  agreement  with S&S
Realty for Simione's Hamden,  Connecticut office with a written  agreement.  Mr.
William J. Simione, Jr. owns 45% of S&S Realty. Pursuant to the lease agreement,
S&S Realty leases approximately 6,500 square feet to Simione for a term expiring
on December 31, 2002.  Rental  payments for the year ended December 31, 1998 and
1999 totaled  $130,000 and $147,000  respectively.  The scheduled  annual rental
payments for each year of the remaining term may, upon thirty (30) days' written
notice  from S&S  Realty,  be  increased  by $5,850.  In addition to these lease
payments,  Simione  is  obligated  to pay its  share  of the  office  building's
operating expenses, other than water, which is provided by S&S Realty. The lease
payments were determined by negotiation  between the parties.  Simione  believes
that the terms of the lease  agreement  are at least as  favorable as could have
been obtained elsewhere for similar facilities from unaffiliated third parties.

     On November 1, 1996,  Simione Central,  Inc., a wholly-owned  subsidiary of
Simione  ("SCI"),  entered  into  various  information,  support and  management
service   agreements  with  certain   affiliates  of   Columbia/HCA   Healthcare
Corporation. As part of the negotiation of the Columbia agreements, Columbia/HCA
required that SCI,  formerly a subsidiary  of Central  Health  Holding  Company,
guarantee  indemnification  obligations  of the former  stockholders  of Central
Health  Holding,  including Mr.  Bremer,  to those  Columbia/HCA  affiliates for
potential  liabilities  relating to the Central Health Holding Company  Employee
Stock Ownership Plan Trust or its participants,  including potential liabilities
resulting  from a then ongoing  investigation  of the plan by the  Department of
Labor and the Internal Revenue Service's then ongoing audit of issues related to
the plan.  Columbia/HCA became indirectly responsible for these plan obligations
as a result of its  acquisition  of Central  Health Holding by purchasing all of
Central Health Holding's stock. Because all of the former Central Health Holding
stockholders  were also  stockholders of Simione as a result of the January 1996
spin-off of Simione from Central  Health  Holding,  SCI agreed to undertake  the
guaranty.  Also, on November 1, 1996,  the plan was  converted  into the Simione
Central  Holdings,  Inc.  Profit  Sharing Plan and  sponsorship  of the plan was
transferred  from  Central  Health  Holding to  Simione.  Under the terms of the
guaranty, SCI guarantees Columbia/HCA against:

                                       15
<PAGE>

-    plan losses  arising from a fiduciary  breach,  prohibited  transaction  or
     other violation of law relating to the plan; or

-    liabilities  related  to  the  plan  which  are  not  paid  by  the  former
     stockholders of Central Health Holding other than the plan.

     These  liabilities  are  guaranteed  only to the  extent  that they are not
recovered  by  Columbia/HCA  through  other  indemnity  provisions  of the stock
purchase agreement.  Columbia/HCA's  other sources of potential recovery include
amounts accrued on Central Health Holding's closing balance sheet at the time of
sale and escrow  accounts  established  for the benefit of  Columbia/HCA  by the
former stockholders of Central Health Holding. SCI's maximum liability under the
guaranty is limited to:

-    $20 million for obligations arising before November 1, 1997;

-    $17.5 million for obligations arising before November 1, 1998;

-    $15 million for obligations arising before November 1, 1999;

-    $15 million for obligations arising before November 1, 2000; and

-    $0 thereafter.

     At no time during the term of the guaranty will SCI's liability  exceed $20
million in the aggregate. Pursuant to the guaranty, SCI agreed that on each date
that a guaranteed  obligation is required to be paid to Columbia/HCA,  SCI would
grant  Columbia/HCA a security  interest equal to the amount of such  guaranteed
obligation in SCI's accounts  receivable.  SCI also granted to Columbia/HCA  and
the parties to the Columbia Agreements the right to offset any liability arising
under  the  guaranty  against  any  payments  due from such  parties  to SCI for
information, management and support services.

     At September  30,  1999,  no claims had been made under the  guaranty,  and
currently  Simione does not anticipate  incurring any losses associated with the
guaranty.

     On April 17, 1998,  Simione was a party to a Stock Purchase Agreement among
Eclipsys  Corporation  and certain  stockholders  of Simione  including  Gary M.
Bremer, a former director and officer of Simione,  and William J. Simione,  Jr.,
Vice Chairman of the Board and Executive Vice President of Simione.  Pursuant to
the  Stock  Purchase  Agreement,   Eclipsys   Corporation   purchased  from  the
stockholders  84,000 shares,  including  37,500 shares from Mr. Bremer and 5,000
shares from Mr.  Simione,  of  Simione's  Common  Stock at a price of $66.25 per
share.  Additionally,  in the event Simione receives an offer from a third party
to purchase more than 5% of its common stock, Eclipsys Corporation will have the
option to purchase  from Simione up to an  additional  4.9% of Simione's  Common
Stock at $66.25 per share.  This option is available in connection  with the MCS
merger, and Eclipsys has been provided with notice of such option. Management of
Simione does not expect Eclipsys to exercise its option, unless the market price
of Simione common stock equals or exceeds the option's  exercise price of $66.25
per  share.  On April 28,  2000,  the last  practicable  trading  date for which
results were  available  for  inclusion in this report,  the reported high sales
price per share of Simione  common  stock on Nasdaq was $2.0625 and the reported
low sales price was $2.1875.  If Eclipsys  exercises  its option,  the ownership
interests of other Simione stockholders will be diluted by up to 4.9%.

                                       16
<PAGE>

     The Stock Purchase Agreement allowed Eclipsys  Corporation to designate one
member to the board of directors of Simione  until April 17, 2001.  The Eclipsys
director  designee  until  the MCS  merger  was Greg  Wilson.  Eclipsys  did not
exercise its right to designate a replacement for Mr. Wilson. The Stock Purchase
Agreement also states that Eclipsys Corporation will vote its shares in favor of
all the  nominees to the board of  directors of Simione and in favor of all such
matters recommended by the board of directors.

     Also, on April 17, 1998,  Simione  Central  National,  Inc., a wholly-owned
subsidiary  of  Simione  now known as  Simione  Central  National,  L.L.C.,  and
Eclipsys Corporation entered into a remarketing agreement. Under the remarketing
agreement,  Eclipsys has the exclusive right to market and sub-license Simione's
software to Eclipsys' current and potential customers and Simione is required to
provide  installation,  implementation,  maintenance  and  support  services  to
Eclipsys' customers who sub-license Simione's software.  Eclipsys is responsible
for responses to requests for proposals,  software  demos,  and providing  front
line support to such  customers  and  prospects  concerning  Simione's  software
products.  For all Simione software products licensed by Eclipsys to an Eclipsys
customer or prospect, Eclipsys pays a one-time royalty to Simione plus an annual
maintenance fee. The initial term of the agreement expires on April 17, 2000 and
automatically  renews for successive two-year terms unless terminated by Simione
or Eclipsys.  Through the date of this report,  no  product/service  revenues or
royalty fees under this agreement have been received or recognized.

     Mr. Robert J. Simione,  the brother of Mr.  William J. Simione,  Jr. who is
Vice Chairman of the Board and Executive Vice President of Simione, is currently
serving as a Senior Vice  President  of Simione.  In  addition,  Mr.  William J.
Simione,  III, the son of Mr. William J. Simione, Jr., is currently serving as a
Consulting Manager of Simione. As compensation for his services,  Mr. William J.
Simione,  III was paid $76,610 and $80,070 in 1998 and 1999,  respectively.  See
"Executive Compensation" for further information.

     On January 19,  1999,  Simione  advanced  $200,000 in cash to Jack  Arthur,
Simione's Senior Vice President of Product Development, pursuant to an unsecured
promissory note with recourse.  Under the terms of the promissory note, payments
are to be made as  follows:  a lump sum  payment of $100,000 on January 19, 2001
and $8,333.33 each month  thereafter for 12 months.  Interest on the outstanding
principal  balance  of the note from the date of the note until it is fully paid
will accrue at the prime  interest rate  announced from time to time by Wachovia
Bank.  The note  provides  that the  payment  obligations  of Mr.  Arthur may be
forgiven,  in whole or in part,  by  Simione  in the event Mr.  Arthur  achieves
annual  performance  objectives to be established by Simione and Mr. Arthur. The
annual  objectives  shall be set at the  beginning of each calendar year for the
years 1999,  2000 and 2001 with one third of the loan forgiven  upon  successful
performance  each year. The  objectives  for 1999 consisted  principally of cost
reduction  in  Simione's   development   efforts  and   realignment  of  product
development to integrate technologies of acquired products with existing company
products.  The  performance  objective for 2000 were set in the first quarter of
2000 and are related to the performance in product management, quality assurance
and  development  projects.  The  performance  objectives for 2001 have not been
established.  Simione  shall,  through its Chief  Executive  Officer,  have sole
discretion  concerning whether to forgive any of such payment  obligations.  The
1999  objectives  were met and  accordingly  $66,667 was forgiven on January 19,
2000.  The  principal   amount  and  interest   forgiven  will  be  recorded  as
compensation expense.

                                       17
<PAGE>

     In connection with the execution of the amended merger agreement, Mr. Dewey
was  appointed  President  and Chief  Executive  Officer of Simione.  Mr.  Dewey
retained  his position of Senior Vice  President  and  Secretary of Mestek.  Mr.
Dewey is paid $175,000 per year, three-quarters of which is paid by Simione, and
the remaining  one-quarter of which is paid by Mestek.  This allocation reflects
the expectation that Mr. Dewey will devote  approximately  three-quarters of his
working time to his duties as President and Chief Executive  Officer of Simione.
Mr. Dewey is eligible to receive a performance  bonus of up to 50% of his annual
salary during 2000 by determination  of Simione's  Compensation  Committee.  Mr.
Dewey is entitled to  severance  equal to 12 months  salary plus any  applicable
bonus in the event he is  terminated  without cause and does not return to full-
time employment at Mestek.

     In addition to his base salary, Mr. Dewey was granted an option to purchase
30,000  shares of  Simione  common  stock at a price of $8.75 per  share,  which
option vests  ratably over three years.  Mestek will assign to Mr. Dewey options
to purchase an additional  30,000 shares of Simione  common stock to be obtained
by Mestek in the MCS merger at an  exercise  price of $10.00  per  share.  These
options vest in the event outstanding Simione options are exercised.

     For a  description  of a severance  agreement  between  Simione and Gary M.
Bremer, a former director and officer of Simione, see "Executive Compensation --
Severance  Agreements".  For a  description  of a consulting  agreement  between
Simione  and a  director  of  Simione,  see "--  Director  Compensation".  For a
description of a consulting  arrangement between Simione and an affiliate of Mr.
Anantharaman  and Dr.  Ellis,  see "--  Compensation  Committee  Interlocks  and
Insider Participation".

     On November 11, 1999, Barrett O'Donnell,  Chairman of the Board of Simione,
loaned  $500,000 to Simione for 24 months and David  Ellis,  a  stockholder  and
director of Simione, loaned $250,000 to Simione for nine months. Both loans have
an interest rate of 9%.


                                       18
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        SIMIONE CENTRAL HOLDINGS, INC.


Date:  May 1, 2000                  By: /s/ R. BRUCE DEWEY
                                        ----------------------------------
                                        R. Bruce Dewey
                                        President and Chief Executive Officer


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