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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - May 17, 1999
MEDICAL MANAGER CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-29090 59-3396629
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(State or Other Jurisdiction (Commission (IRS Employer of
of Incorporation) File Number) Identification No.)
3001 North Rocky Point Drive East, Suite 400, Tampa, Florida 33607
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (813) 287-2990
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Not Applicable
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(Former Name or Former Address; if Changed Since Last Report)
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Item 5. Other Events.
This Current Report on Form 8-K is being filed for the purpose of disclosing the
press release filed as Exhibit 99.1 hereto.
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SIGNATURE
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.
MEDICAL MANAGER CORPORATION
May 17, 1999 By: /s/ Lee A. Robbins
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Lee A. Robbins
Vice President and
Chief Financial Officer
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SYNETIC AND MEDICAL MANAGER ANNOUNCE MERGER
ELMWOOD PARK, NJ & TAMPA Fla.--(BUSINESS WIRE)--May 17, 1999--Synetic, Inc.
(NASDAQ:SNTC - news) and Medical Manager Corporation (NASDAQ:MMGR - news) today
announced that the two companies have signed a definitive merger agreement
providing for a strategic business combination between Synetic and Medical
Manager, a leading provider of physician practice management systems, in a tax
free pooling of interests transaction valued at approximately $1.4 billion.
The merger creates an organization with the components needed to transform the
information infrastructure of America's practicing physicians, with the goal of
revolutionizing the way in which physicians can communicate electronically with
payers, suppliers, providers and patients. Synetic, Inc. operates two principle
lines of business, healthcare electronic commerce services through CareInsite,
Inc., and plastics and filtration technologies through Porex Corporation.
Terms of the merger call for each outstanding share of Medical Manager common
stock to be exchanged into 0.625 newly issued shares of Synetic common stock,
subject to a collar mechanism. Completion of the agreement, which is expected
during the quarter ending September 30, 1999, is subject to approval by
Synetic's and Medical Manager's shareholders, regulatory approval and certain
other customary conditions.
According to Martin J. Wygod, Chairman of Synetic, "Medical Manager represents
the Company's initial transaction focused on building a significant base of
physicians. With a physician base estimated at more than 120,000 and a premier
service and support network, Medical Manager has become a trusted partner in the
physician's office and the defacto information technology department to a
meaningful share of the nation's physicians." He continued, "In order to create
the most effective channel of communication between physicians and their
constituents, one must not only maximize the number of participating physicians,
but also be in a position to transform the underlying information infrastructure
of the medical practice. Together, we expect Medical Manager and CareInsite to
be differentiated by our ability to implement products and services truly
integrated into the workflow of the physician's practice."
Commenting on the transaction, Mickey Singer, Chairman and CEO of Medical
Manager said,
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"Synetic's history of innovation in managed care, its success in building
relationships with payers, and its ability to implement an economic model that
benefits both physicians and payers, provides the combined companies with
substantial advantages." He continued, "The merger creates important synergies
for both companies. CareInsite gains the ability to implement its services to
more than 120,000 Medical Manager physicians nationwide, and provides Medical
Manager with an opportunity to develop and implement the next generation of
Internet enabled software products and services for the physician practice."
Medical Manager is a leading provider of comprehensive physician practice
management systems which automate the mission critical tasks for approximately
120,000 physicians in more than 24,000 medical practices nationwide. The
Company's distribution network of almost 2,000 sales and technical support
personnel provide service, training and support to physician offices in every
major market in the United States.
CareInsite provides innovative healthcare network and e-commerce services that
leverage Internet technology to enable the confidential exchange of clinical,
administrative and financial information between physicians, and their
affiliated payers, patients, providers and suppliers. The Company's services are
designed to simplify physician administration of payer rules leading to reduced
healthcare costs, improved care, and more satisfied patients. CareInsite expects
to achieve broad distribution of its services to physicians through its own web
portal, and through integration with the physician and hospital information
management systems resident in the physician's practice.
Martin J. Wygod will serve as Chairman of the combined company. Synetic's
current senior management team will remain in place with the addition of two
executives from Medical Manager. Mickey Singer will become the Vice Chairman and
Co-CEO and John Kang, currently President of Medical Manager, will become
Co-CEO. In addition, several members of the Synetic senior management team will
fill the key management positions of CareInsite, including Paul Suthern who will
serve as its CEO. The Board of Directors of the combined company will be
expanded from eleven to sixteen, with the addition of five Medical Manager
directors.
Upon completion of the merger agreement, the combined company will change its
name to Medical Manager. In addition, Medical Manager and CareInsite have
entered into an agreement under which CareInsite will be the exclusive provider
of certain network, web hosting and transaction services to Medical Manager.
Under the collar mechanism contained in the merger agreement, the exchange ratio
will be adjusted to yield a value of $42.00 for each share of Medical Manager
common stock if the average price of Synetic common stock is between $56.00 and
$67.20 during the ten trading day period immediately preceding the two trading
days prior to the shareholder's meeting to approve the transaction. In addition,
Medical Manager may terminate the merger if the average price of Synetic's
common stock is less than $56.00 during the same measurement period.
Medical Manager stockholders, including Mickey Singer and John Kang, owning an
aggregate of approximately 37% of the outstanding shares of Medical Manager have
executed an irrevocable voting agreement to vote their shares in favor of the
merger agreement. Martin J. Wygod, Chairman of Synetic, has executed a similar
agreement to vote the Synetic shares that he controls, representing 26% of the
outstanding stock of Synetic, in favor of the merger. In connection with the
execution of the merger agreement, Medical Manager has granted to Synetic an
option to purchase shares of Medical Manager common stock constituting 19.9% of
the outstanding shares of Medical Manager in the event that the merger agreement
is terminated in certain circumstances. Synetic has granted a similar option to
Medical Manager with respect to 10% of the outstanding shares of Synetic.
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As previously announced, Synetic's healthcare e-commerce subsidiary, CareInsite,
has filed a registration statement for the initial public offering of shares of
its common stock. Subject to the filing and approval of the appropriate
amendments with the Securities and Exchange Commission, Synetic intends to
proceed as planned with this initial public offering and hopes to consummate
this offering as soon as possible.
A registration statement relating to the securities of CareInsite referred to in
this press release has been filed with the Securities and Exchange Commission
but has not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of such state.
The statements contained in this release, other than the terms of the merger,
are forward looking statements that involve risks and uncertainties, including
but not limited to successful closure of the merger and integration of the
Synetic and Medical Manager products, the feasibility of developing commercially
profitable healthcare e-commerce services, the effect of economic conditions,
physician and other user acceptance, the impact of competitive products,
services, and pricing, product development, commercialization and technological
difficulties, and other risks detailed in Synetic's and Medical Manager's
Securities and Exchange Commission filings.
CONTACT:
James R. Love
Synetic, Inc.
Executive Vice President and
Chief Financial Officer
(201) 703-3400
Lee Robbins
Medical Manager Corporation
Chief Financial officer
(813) 287-2990
