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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): November 2, 2000
LANDACORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-87435 94-3346710
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4151 ASHFORD DUNWOODY ROAD, SUITE 505, ATLANTA, GA 30319
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 531-9956
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS
Effective November 2, 2000, Landacorp, Inc. (the "Company") completed
its acquisition of PatientCentrix, Inc. ("PatientCentrix"), a leading provider
of population management targeting and intervention programs and services. The
acquisition was structured as a "reverse triangular merger", whereby
PatientCentrix merged with CDMS Acquisition Corporation, a wholly-owned
subsidiary of the Company. PatientCentrix continued as the surviving
corporation.
The Company acquired 100% of the outstanding capital stock of
PatientCentrix in return for cash of $5,850,000 paid to the stockholders and
option holders, and issuing 1,157,000 shares to the stockholders of
PatientCentrix. The price of the shares issued was $1.777 based on the average
of the 20 trading days prior to the date of the definitive agreement, which was
October 31, 2000. The Company also assumed all the incentive stock options
issued by PatientCentrix prior to the acquisition. These now represent options
to purchase up to 1,582,532 of Common Stock of the Company with an average
exercise price of $1.525. Additionally, contingent upon total contract value of
sales for PatientCentrix software and services, capped at $50 million in orders
for the twelve months from the closing of the acquisition; up to $6 million in
additional cash will be paid to the shareholders and option holders of
PatientCentrix, prorata to their rights to PatientCentrix stock.
The shares of Common Stock of the Company that were issued to acquire
PatientCentrix are restricted. However, the Company has granted registration
rights to the shares issued to acquire PatientCentrix, including unlimited
"piggy-back" registrations, subject to any applicable underwriter cut-back, and
one demand registration right pursuant to which the shareholders may demand that
Landacorp file a registration statement on Form S-3 to register up to all of the
shares of Landacorp common stock held by them; provided, however, that such
demand right shall only be exercisable on or after the first anniversary of
Landacorp's initial public offering, and then, only if the average closing price
for one share of the Company's Common Stock for the ten days prior to the date
of such exercise, as quoted on the Nasdaq Stock Market, exceeds $7.00.
Pursuant to the terms of the Merger Agreement, 30% of the shares of the
Company's Common Stock and options to purchase the Company's Common Stock issued
to employees of PatientCentrix pursuant to the merger are subject to forfeiture
in the event of such employee's termination under certain circumstances. The
Company has agreed to refund the exercise price paid but an employee with
respected to any forfeited shares purchased pursuant to the exercise of an
option.
The merger consideration and other terms of the Merger Agreement were
determined pursuant to arms-length negotiations between the parties.
As part of the transaction, Michael S. Miele, Chief Executive Officer of
PatientCentrix, was nominated to the Company's Board of Directors. Immediately
after the transaction, Mr. Miele beneficially held 1,056,875 shares of Common
Stock of the Company.
The funds used for payment of the cash consideration were part of the
proceeds of the Company's initial public offering, effective on February 8,
2000.
The foregoing description of the merger does not purport to be complete,
and is qualified in its entirety by the Merger Agreement and Registration Rights
Agreement which are attached hereto as Exhibits 2.1 and 4.1, respectively, and
are incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) It is impracticable for the registrant to provide the
required financial statements for the business acquired at the time of filing
this report, but the registrant will file such required financial statements, if
required pursuant to under this item and Rule 3-05(b) of Regulation S-X, by
amendment to this report as soon as practicable, but not later than sixty days
after this report was required to be filed initially.
(c) The exhibit index attached hereto is incorporated by
reference to this item.
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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.
LANDACORP, INC.
/s/ STEPHEN P. KAY
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Stephen P. Kay, Chief Financial Officer
Date: November 17, 2000
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Exhibits to the Form 8-K
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Exhibit
Number Description of Document
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2.1 Merger Agreement by and among Landacorp, Inc., CDMS
Acquisition Corporation, PatientCentrix, Inc.,
Michael S. Miele, Christopher C. Synn, and James W.
Tiepel, dated October 31, 2000.
4.1 Registration Rights Agreement by and among Landacorp,
Inc. and certain holders of shares of Landacorp,
Inc., dated October 31, 2000.
4.2 Escrow Agreement by and among Landacorp, Inc.,
PatientCentrix, Inc., Imperial Bank, a California
banking corporation, Michael S. Miele, Christopher C.
Synn, James W. Tiepel, and Richard Sweeney, dated
October 31, 2000.
20.1 Press Release dated November 2, 2000
20.2 Press Release dated November 2, 2000
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