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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
JULY 5, 2000
ADVANCE PARADIGM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21447 75-2493381
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5215 N. O'CONNOR
SUITE 1600
IRVING, TEXAS 75039
(Address and Zip Code of Principal Executive Offices)
(469) 420-6000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8-K/A is being filed to amend the Form 8-K filed on July 19,
2000, and amended on September 18, 2000, by Advance Paradigm, Inc. (the
"COMPANY") to include additional financial statements and pro forma financial
information referred to in Item 7 below relating to the acquisition of First
Florida International Holdings, Inc. ("FFI"), Phoenix Communications
International, Inc., Innovative Pharmaceutical Strategies, Inc., HMN Health
Services, Inc., and Mature Rx Plus of Nevada, Inc. (collectively the "ACQUIRED
COMPANIES") pursuant to an Agreement and Plan of Merger and Reorganization,
dated July 5, 2000 (the "MERGER AGREEMENT").
ITEM 5. OTHER EVENTS.
This Form 8-K/A is also being filed to amend the Form 8-K filed on July 19,
2000, and amended on September 18, 2000, by the Company to include the Selected
Supplemental Consolidated Financial Data, Supplemental Consolidated Management's
Discussion and Analysis of Financial Condition, and Results of Operations and
Supplemental Consolidated Financial Statements relevant to the acquisition of
the Acquired Companies pursuant to the Merger Agreement referred to in Item 7
below relating to the aquisition of FFI.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
The following financial statements and unaudited pro forma condensed
combined financial information are being provided in accordance with the
instructions to this item.
(a) Financial Statements of Businesses Acquired.
Audited Financial Statements of FFI Health Services
Report of Independent Public Accountants
Combined Balance Sheet as of March 31, 2000
Combined Statement of Operations for the Year Ended March 31, 2000
Combined Statement of Stockholders' Equity for the Year Ended March
31, 2000
Combined Statement of Cash Flows for the Year Ended March 31, 2000
Notes to Combined Financial Statements
Unaudited Condensed Combined Balance Sheet as of June 30, 2000
Unaudited Condensed Combined Statement of Operations for the Three
Months Ended June 30, 2000
Unaudited Condensed Combined Statement of Cash flows for the Three
Months Ended June 30, 2000
Notes to the Unaudited Condensed Combined Financial Statements
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(b) Pro Forma Financial Information.
Unaudited Pro Forma Financial Statements
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations for
the Years Ended March 31, 1998, 1999, and 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for
the Three Months Ended June 30, 2000
Notes to the Unaudited Pro Forma Condensed Combined Statement of
Operations
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30,
2000
Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet
(c) Supplemental Consolidated Financial Statements of the Registrant.
Selected Supplemental Consolidated Financial Data
Supplemental Consolidated Management's Discussion and Analysis of
Financial Condition and Results of Operations
Report of Independent Public Accountants
Supplemental Consolidated Balance Sheets as of March 31, 1999 and
2000, and June 30, 2000 (unaudited)
Supplemental Consolidated Statements of Operations for fiscal years
ended March 31, 1998, 1999, and 2000, and for the three month
periods ended June 30, 1999 and 2000 (unaudited)
Supplemental Consolidated Statements of Stockholders' Equity for
the fiscal years ended March 31, 1998, 1999, and 2000
Supplemental Consolidated Statements of Cash Flows for the fiscal
years ended March 31, 1998, 1999 and 2000 and for the three-month
periods June 30, 1999 and 2000 (unaudited)
Notes to Supplemental Consolidated Financial Statements
Report of Independent Public Accountants on Financial Statement
Schedule
Schedule II. Valuation and Qualifying Accounts for the fiscal years
Ended March 31, 1998, 1999, and 2000
(d) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
2.1 Agreement and Plan of Merger and Reorganization, dated July 5,
2000 (filed as Exhibit 2.1 to the Company's Form 8-K filed with
the Securities and Exchange Commission on July 19, 2000, and
incorporated herein by reference).
23.1* Consent of Independent Public Accountants.
99.1* Audited financial statements of FFI Health Services as of March
31, 2000, and for the year then ended, and as of June 30, 2000
(unaudited), and for the three months ended June 30, 2000
(unaudited), and certain unaudited Pro Forma financial data.
99.2* Supplemental Selected Consolidated Five Year Summary Financial
Data, Supplemental Management's Discussion and Analysis of
Financial Condition and Results of Operations, Supplemental
Consolidated Financial Statements of the Company and its
subsidiaries for the three-year period ended March 31, 2000,
for the three months ended June 30, 2000 (unaudited), and
Supplemental Schedule II, Valuation and Qualifying Accounts for
the three-year period ended March 31, 2000.
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* Filed herewith
[SIGNATURE PAGE TO FOLLOW]
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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.
ADVANCE PARADIGM, INC.
Date: October 26, 2000 By: /s/ David D. Halbert
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Name: David D. Halbert
Title: Chairman of the Board and Chief
Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization, dated July 5,
2000 (filed as Exhibit 2.1 to the Company's Form 8-K filed with
the Securities and Exchange Commission on July 19, 2000, and
incorporated herein by reference).
23.1* Consent of Independent Public Accountants.
99.1* Audited financial statements of FFI Health Services as of March
31, 2000, and for the year then ended, and as of June 30, 2000
(unaudited), and for the three months ended June 30, 2000
(unaudited), and certain unaudited Pro Forma financial data.
99.2* Supplemental Selected Consolidated Five Year Summary Financial
Data, Supplemental Management's Discussion and Analysis of
Financial Condition and Results of Operations, Supplemental
Consolidated Financial Statements of the Company and its
subsidiaries for the three-year period ended March 31, 2000,
for the three months ended June 30, 2000 (unaudited), and
Supplemental Schedule II, Valuation and Qualifying Accounts for
the three-year period ended March 31, 2000.
</TABLE>
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* Filed herewith
