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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K/A
AMENDMENT No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 1999
________________________
MC INFORMATICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 0-21819 94-3165144
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
18881 Von Karman Avenue, Suite 100
Irvine, California 92612
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (949) 261-7100
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On June 9, 1999, Nasdaq informed the Company that it had concluded that the
merger of MC Informatics, Inc., a California corporation, with and into a wholly
owned subsidiary of HealthDesk Corporation, a California corporation,
constituted a reverse acquisition with MC Informatics, Inc. being the acquiring
corporation. Accordingly, we are filing this Form 8-K/A Amendment No. 2 to
restate our pro forma financial information in our previously filed Form 8-K/A
with the Securities & Exchange Commission to reflect management's revised
determination of the proper accounting for the merger. Unless otherwise
indicated, all references to the Company refer to the merged HealthDesk
Corporation-MC Informatics, Inc. entity.
Item 7. Financial Statements and Exhibits.
1
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(b) Pro forma financial information.
The required pro forma financial information of the business
acquired is set forth below.
The accompanying pro forma condensed statements of operations have been
revised to reflect that the merger of MC Informatics, Inc., a California
corporation, with and into a wholly owned subsidiary of HealthDesk Corporation,
a California corporation, constituted a reverse acquisition with MC Informatics,
Inc. being the acquiring corporation for accounting purposes.
On March 2, 1999, HealthDesk issued 5,645,230 shares of the former
HealthDesk's common stock in exchange for all the outstanding common shares of
pre-merger MC Informatics, Inc. pursuant to an agreement and plan of
reorganization, dated August 18, 1998. In connection with the merger,
HealthDesk changed its name to MC Informatics, Inc.
The pro forma condensed statements of operations for the year ended December
31, 1998 and the three months ended March 31, 1999 are based on historical
statements of operations of MC Informatics and HealthDesk for those periods. The
pro forma condensed statements of operations assume the reverse acquisition of
HealthDesk by MC Informatics took place as of the beginning of the respective
period.
The pro forma condensed statements of operations are not intended to be
indicative of the results of operations which actually would have been realized
had the merger occurred at the times assumed, nor of the future results of
operations of the combined entities. The accompanying pro forma condensed
statements of operations should be read in connection with the historical
financial statements and notes of MC Informatics and HealthDesk.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
MC Informatics HealthDesk Pro Forma Pro Forma
Adjustments Combined
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 3,716,585 $ - $ 3,716,585
Direct Expenses 2,529,959 - 2,529,959
--------------------------- -----------
Gross Profit 1,186,626 1,186,626
Operating Expenses
Selling, General & Administrative (1,309,601) (382,008) (1,691,609)
Other income (expense):
Interest Income 69,107 69,107
Interest expense (30,985) (30,985)
Non-cash financing cost associated
with convertible preferred stock (864,000) (864,000)
--------------------------- -----------
Loss before provision for income taxes (153,960) (1,176,901) (1,330,861)
Provision for income taxes 3,800 800 4,600
--------------------------- -----------
Loss from continuing operations $ (157,760) $(1,177,701) $(1,335,461)
=========================== ===========
Loss per share information (1):
Basic and diluted loss per share from
continuing operations $ (0.03) $ (0.14)
=========== ===========
Weighted average number of shares of
common stock, basic and diluted 5,645,230 12,672,527
=========== ===========
</TABLE>
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PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1999
---------------------------------
<TABLE>
<CAPTION>
MC Informatics HealthDesk Pro Forma Pro Forma
(2) (3) Adjustments Combined
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $1,968,150 $ $ 1,968,150
Direct Expenses 1,252,244 1,252,244
------------------------- -----------
Gross Profit 715,906 715,906
Operating Expenses
Selling, General & Administrative (768,129) (19,262) (787,391)
Other income (expense):
Non-cash financing cost associated
with restricted common stock (367,500) (367,500)
------------------------- -----------
Loss before provision for income taxes (52,223) (386,762) (438,985)
Provision for income taxes 400 - 400
------------------------- -----------
Loss from continuing operations $ (52,623) $(386,762) (439,385)
========================= ===========
Loss per share information (1):
Basic and diluted loss per share from
continuing operations $ (0.01) $ (0.03)
========== ===========
Weighted average number of shares of
common stock, basic and diluted 8,730,258 14,267,838
========== ===========
</TABLE>
(1) Pro forma loss per share from continuing operations is based on the
weighted average number of shares of common stock outstanding during the
periods after giving pro forma effect to the issuance of common stock to MC
Informatics in connection with the merger as of the beginning of the
respective periods and the assumed conversion of preferred stock to common
stock immediately upon the merger. Options and warrants to purchase common
stock were excluded in the calculation of the pro forma loss per share, as
their effect would be antidilutive.
(2) Includes the results of operations for HealthDesk from March 2, 1999
through March 31, 1999.
(3) Includes the results of operations for HealthDesk from January 1, 1999
through March 1, 1999.
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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.
MC Informatics, Inc.
September 28, 1999 By: /s/ JEFFERY L. POLLARD
---------------------------
Jeffrey L. Pollard
Chief Financial Officer
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