<PAGE> 1
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): AUGUST 25, 2000
PANORAMIC CARE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 333-76427 84-1165714
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
</TABLE>
11432 TESSON FERRY ROAD
ST. LOUIS, MO 63123
(314) 849-2700
(Address and Telephone Number of Registrant's Principal Executive Office)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 25, 2000, Panoramic Care Systems, Inc. (the "Company")
consummated a merger with Management-Data, Inc., a Missouri corporation
("MDI"), pursuant to which MDI became a wholly-owned subsidiary of the Company.
In consideration for the merger, the Company paid a total of $13,500,000 in the
form of 3,500,000 shares of common stock, par value $0.001 per share, of the
Company for all of the issued and outstanding shares of MDI.
In connection with the Company's merger with MDI, on August 17, 2000,
Frank Poggio and Jill Flateland resigned as directors of the Company and Todd
Spence and D. Anne Kerrigan were elected by the Company's Board of Directors to
fill the vacancies. In addition, on August 17, 2000, Todd Spence was elected by
the Company's Board of Directors to serve the Company as Chief Executive
Officer and Chairman of the Board, and D. Anne Kerrigan was elected to serve
the Company as Vice President, Sales and Marketing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
[starts on next page]
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<PAGE> 3
[MICHAEL TROKEY & COMPANY, P.C. LETTERHEAD]
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Management-Data, Inc.
St. Louis, Missouri
We have audited the accompanying balance sheets of Management-Data, Inc.
(Company), as of December 31, 1999 and 1998 and the related statements of
operations, comprehensive earnings (loss), stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Management-Data, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting principles.
/s/ MICHAEL TROKEY & COMPANY, P.C.
----------------------------------
St. Louis, Missouri
July 25, 2000
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<PAGE> 4
Management-Data, Inc.
BALANCE SHEETS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ -- 109,602
Accounts receivable, less allowance for
doubtful accounts of $30,000 in 1999 328,022 177,792
Prepaid income taxes -- 16,532
Deferred tax assets 16,095 --
Other current assets 28,940 7,296
------------ ------------
Total current assets 373,057 311,222
------------ ------------
Securities available for sale, at market value 526,941 296,482
(amortized cost of $287,230 and $221,381)
Property and equipment, net 278,876 249,161
Other assets 10,103 7,741
------------ ------------
Total assets $ 1,188,977 864,606
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Overdraft $ 57,638 --
Accounts payable 160,620 114,434
Accrued expenses 86,560 97,437
Accrued termination benefits 120,000 --
Note payable - margin debt 12,929 357
Current portion of long-term debt 232,819 148,144
Current portion of capital lease obligations 105,230 53,258
Accrued income taxes payable 19,807 --
Deferred tax liability -- 30,149
------------ ------------
Total current liabilities 795,603 443,779
------------ ------------
Long-term debt, net of current portion 88,977 122,286
Capital lease obligations, net of current portion 75,030 38,509
------------ ------------
Total liabilities 959,610 604,574
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock, no par value; 30,000 shares
authorized; 520 shares issued 500 500
Additional paid-in capital 11,035 11,035
Treasury stock, at cost, 259 shares (88,750) (88,750)
Accumulated other comprehensive earnings, net 151,018 47,314
Retained earnings 155,564 289,933
------------ ------------
Total stockholders' equity 229,367 260,032
------------ ------------
Total liabilities and stockholders' equity $ 1,188,977 864,606
============ ============
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 5
Management-Data, Inc.
STATEMENTS OF OPERATIONS
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
License fees $ 3,129,025 2,103,962 933,835
Services 1,458,984 994,722 693,238
------------ ------------ ------------
Total revenues 4,588,009 3,098,684 1,627,073
------------ ------------ ------------
Cost and expenses:
Cost of license fees 82,568 32,330 51,954
Cost of services 583,286 473,977 365,485
Sales and marketing 1,041,178 767,536 401,880
General and administrative 2,835,302 1,718,063 786,396
Provision for doubtful accounts 40,596 400 10,806
Provision for termination benefits 130,000 -- --
Provision for loss on Impairment 98,605 -- --
------------ ------------ ------------
Total costs and expenses 4,811,535 2,992,306 1,616,521
------------ ------------ ------------
Other income (expense):
Loss on sale of securities (4,044) (3,967) (6,411)
Dividend income 32,172 24,063 24,097
Interest income 14,077 6,351 1,023
Interest expense (32,759) (24,242) (16,094)
------------ ------------ ------------
Total other income (expense) 9,446 2,205 2,615
------------ ------------ ------------
Earnings (loss) before income taxes (214,080) 108,583 13,167
Income taxes (79,711) 38,442 (1,673)
------------ ------------ ------------
Net earnings (loss) $ (134,369) 70,141 14,840
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 6
Management-Data, Inc.
STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net earnings (loss) $ (134,369) 70,141 14,840
Other comprehensive earnings:
Unrealized gain on securities
available for sale, net:
Reclassification adjustment for loss
included in net earnings (loss) 2,548 2,499 4,039
Unrealized holding gains arising
during the year 101,156 25,537 15,239
------------ ------------ ------------
Comprehensive earnings (loss) $ (30,665) 98,177 34,118
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE> 7
Management-Data, Inc.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Accumulated
Other Total
Additional Compre- Stock-
Common Paid-In hensive Treasury Retained holders'
Stock Capital Earnings Stock Earnings Equity
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,1996 $ 500 11,035 -- (88,750) 204,952 127,737
Unrealized gain on securities
available for sale, net -- -- 19,278 -- -- 19,278
Net earnings -- -- -- 14,840 14,840
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1997 500 11,035 19,278 (88,750) 219,792 161,855
Unrealized gain on securities
available for sale, net -- -- 28,036 -- -- 28,036
Net earnings -- -- -- 70,141 70,141
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1998 500 11,035 47,314 (88,750) 289,933 260,032
Unrealized gain on securities
available for sale, net -- -- 103,704 -- -- 103,704
Net loss -- -- -- -- (134,369) (134,369)
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 $ 500 11,035 151,018 (88,750) 155,564 229,367
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE> 8
Management-Data, Inc.
STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ (134,369) 70,141 14,840
Adjustments to reconcile net earnings (loss) to net cash
provided by (used for) operating activities
Depreciation and amortization 98,903 42,107 18,318
Provision for doubtful accounts 40,596 400 10,806
Loss on sale of securities available for sale 4,044 3,967 6,411
Provision for termination benefits 120,000 -- --
Provision for loss on impairment of property 98,605 -- --
Changes in operating assets and liabilities:
Accounts receivable (190,826) (12,052) (53,174)
Other current assets (21,644) (1,946) (1,249)
Prepaid income taxes 16,532 (16,532) --
Other assets (2,362) (5,055) --
Accounts payable 46,186 56,275 20,583
Accrued expenses (10,877) 82,527 13,696
Deferred revenue -- (73,250) 73,250
Accrued income taxes 19,807 (8,223) 8,223
Deferred tax liability (107,149) 26,476 (24,115)
---------- ---------- ----------
Net cash provided by (used for) operating activities $ (22,554) 164,835 87,589
========== ========== ==========
Cash flows from investing activities:
Securities available for sale:
Purchased $ (84,205) (66,135) (77,793)
Proceeds from sale 14,311 12,100 8,157
Proceeds from sale of property and equipment 108,195 84,501 --
Purchases of property and equipment (193,666) (222,548) (3,255)
---------- ---------- ----------
Net cash provided by (used for) investing activities (155,365) (192,082) (72,891)
---------- ---------- ----------
Cash flow from financing activities:
Proceeds from debt 117,725 150,000 160,035
Repayments of debt (66,359) (68,525) (151,297)
Proceeds from margin debt, net 12,572 357 --
Principal payments on capital lease obligations (53,259) (13,187) --
---------- ---------- ----------
Net cash provided by (used for) financing activities 10,679 68,645 8,738
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents (167,240) 41,398 23,436
Cash and cash equivalents at beginning of year 109,602 68,204 44,768
---------- ---------- ----------
Cash and cash equivalents at end of year $ (57,638) 109,602 68,204
========== ========== ==========
Cash paid during the year for:
Interest $ 32,183 24,209 16,094
========== ========== ==========
Taxes (8,901) 36,152 10,199
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
-7-
<PAGE> 9
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998 AND
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following compromise the significant accounting policies which the
Company follows in preparing and presenting its financial statements:
a. For purposes of reporting cash flows, cash and cash equivalents
include cash and due from depository institutions with original
maturities of three months or less.
b. Securities available for sale are reported at fair value, with
unrealized gains and losses excluded from net earnings and reported in a
separate component of stockholders' equity. The Company does not
purchase securities for held to maturity or trading purposes. The cost
of securities sold is based upon the specific identification method.
c. Property and equipment are carried at cost, less accumulated
depreciation. Depreciation of property and equipment is computed using
the straight-line method over its estimated useful life, generally the
shorter of the applicable lease term or five to ten years for financial
reporting purposes. The Company reviews property and equipment for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If such assets are
considered to be impaired, the impairment loss recognized is measured by
the amount by which the carrying amount exceeds the fair value of the
assets.
d. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and
liabilities which will result in taxable or deductible amounts in the
future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect income. Valuation
allowances are established when necessary to reduce deferred tax assets
to the amount that will more likely than not be realized. Income tax
expense is the tax payable or refundable for the period plus or minus
the net change in the deferred tax assets and liabilities.
e. In October 1997, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 97-2, "Software Revenue
Recognition", which provides guidance on applying generally accepted
accounting principles on recognizing revenue in software transactions.
Certain provisions of SOP 97-2 have been deferred by SOP 98-4 and SOP
98-9. SOP 97-2 and SOP 98-4 were adopted for all years presented. The
Company anticipates that the adoption of the deferred provisions of this
statement will not have a material effect on the results of operations.
Revenue is derived from the licensing of computer software and from
service revenue consisting of maintenance and support, training and
consulting. License fee revenues are recognized when the license
agreement has been signed, the software has been shipped, the fees are
fixed and determinable and collection is probable. Revenue from software
maintenance and support is recognized ratably over the contract period.
-8-
<PAGE> 10
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
Revenue from training and consulting is recognized upon performance.
(2) RISKS AND UNCERTAINTIES
The Company sells software to health care providers for the management
and operations of their business.
The financial statements have been prepared in conformity with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions which affect
the reported amounts of assets and liabilities as of the balance sheet
dates and income and expenses for the periods covered. Actual results
could differ significantly from these estimates and assumptions.
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of accounts
receivable. For the years ended December 31, 1999 and 1998, no customer
accounted for greater than 10% of revenues. For the year ended December
31, 1997, one customer accounted for 11.4% of revenues.
(3) SECURITIES AVAILABLE FOR SALE
Securities available for sale are summarized as follows:
<TABLE>
<CAPTION>
1999
-------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
The Investment Company of America $ 88,774 47,411 -- 136,185
Delaware Growth Opportunities
Fund Class A Shares 99,350 43,401 -- 142,751
Common stocks 99,106 148,899 -- 248,005
---------- ---------- ---------- ----------
$ 287,230 239,711 -- 526,941
========== ========== ========== ==========
<CAPTION>
1998
-------------------------------------------------------
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
The Investment Company of America $ 75,187 41,655 -- 116,842
Delaware Growth Opportunities Fund
Class A Shares 80,990 5,690 -- 86,680
Common stocks 65,204 27,756 -- 92,960
---------- ---------- ---------- ----------
$ 221,381 75,101 -- 296,482
========== ========== ========== ==========
</TABLE>
-9-
<PAGE> 11
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
Proceeds from sales of securities available for sale were $14,311,
$12,100 and $8,157 for 1999, 1998 and 1997, respectively. Gross realized
losses were $4,044, $3,967 and $6,411 for 1999, 1998 and 1997,
respectively.
-10-
<PAGE> 12
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
Margin debt at December 31, 1999 is secured by securities with a
carrying value of $25,858 at an interest rate of 9.5%.
The Investment Company of America is a broadly diversified mutual fund
which focuses on long-term growth and income. The largest investment
categories were services, capital equipment and consumer goods. Delaware
Growth Opportunities Fund Class A Shares is a mutual fund which focuses
on mid-size companies in technology, services and retail. Common stocks
consist primarily of semi-conductor and internet-based technology stocks
listed on the NASDAQ.
(4) PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Leasehold improvements $ 63,957 151,385
Furniture and equipment 359,860 183,539
Automobile 39,725 --
---------- ----------
463,542 334,924
Accumulated depreciation and amortization 184,666 85,763
---------- ----------
$ 278,876 249,161
========== ==========
</TABLE>
Depreciation and amortization for 1999, 1998 and 1997 was $98,903,
$42,107 and $18,318, respectively.
During 1999, an impairment loss of $98,605 was recognized on certain
leasehold improvement items. Due to the anticipated relocation of the
Company's headquarters, the carrying value of these assets was impaired.
See also Note 6.
-11-
<PAGE> 13
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
(5) LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Note (A) $ 162,064 106,064
Note (B) 103,223 136,980
Note (C) 19,062 27,386
Note (D) 37,447 --
---------- ----------
$ 321,796 270,430
========== ==========
</TABLE>
Maturities of long-term debt are summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
<S> <C>
2000 $ 232,819
2001 34,460
2002 54,517
----------
$ 321,796
==========
</TABLE>
(A) Note payable to bank. The open line of credit note is tied to the prime
rate (8.50% at December 31, 1999) and secured by a blanket security
interest in all business assets of the Company. The Company has an
unused line of credit of $12,936 at December 31, 1999 and matures March
31, 2000.
(B) Note payable to bank due March 31, 2001; payable in monthly installments
of $3,790 including interest at 9.50%; with a balloon payment of $57,146
due March 31, 2001. The note is secured by a blanket security interest
in all business assets of the Company.
(C) Unsecured note due December 25, 2001; payable in monthly installments of
$871 interest at 9.00%.
(D) Note payable - auto; payable $1,139 per month including interest through
October, 2002 at an interest rate of 1.90% secured by an automobile with
a carrying value of $38,840. The effect on the financial statements is
not material for the difference between the note rate and market
interest rate at the date of the note.
-12-
<PAGE> 14
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
(6) CAPITAL LEASE OBLIGATION AND COMMITMENTS
The Company leases certain furniture and equipment, including computer
equipment, under capital leases having terms of 2 to 3 years. Amounts
capitalized for such leases are included on the balance sheets as
follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Furniture and equipment $ 246,706 104,954
Less: accumulated depreciation 70,866 14,763
---------- ----------
$ 175,840 90,191
========== ==========
</TABLE>
During 1999 and 1998 the Company sold and leased back $108,195 and
$84,501, respectively, of the purchases under capital leases. The
Company did not enter into any capital leases during 1997.
The Company also leases office space under non-cancelable operating
leases. Total rent expense was $36,463, $25,387 and $24,000 for 1999,
1998, and 1997, respectively. See also Note 8.
Future minimum lease payments, by year and in the aggregate under capital
and operating leases at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Capital Operating
Year ended December 31, Leases Leases
----------- -----------
<S> <C> <C>
2000 $ 118,977 64,819
2001 78,606 22,529
----------- -----------
Total Payments 197,583 87,348
===========
Less: amount representing interest 17,323
-----------
Present value of minimum lease payments 180,260
Less: current portion 105,230
-----------
Long-term portion $ 75,030
===========
</TABLE>
(7) EMPLOYEE BENEFITS
All employees who have completed nine consecutive months of employment
with the Company (at least 750 hours of service) are eligible to
participate in the Management Data, Inc. Savings Incentive and Profit
Sharing Plan (Plan). Under the Plan, participants may contribute 1% to
15% of their annual compensation. The Company makes a matching
contribution up to 2% of the participant's annual compensation. In
addition, the Company may elect to make additional voluntary
contributions in excess of the required matching amount not to exceed 4%
of the participant's annual compensation. Participants are fully vested
after five years of service. The Company's contribution to the Plan
during 1999, 1998 and 1997 amounted to $60,295, $66,254 and $32,639,
respectively.
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<PAGE> 15
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
(8) RELATED PARTY TRANSACTION
During 1997 and the first five months of 1998, the Company rented office
space from a major stockholder. Rent expense was $10,000 and $24,000 for
the years ended December 31, 1998 and 1997, respectively.
(9) INCOME TAXES
Income tax expense is summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Current:
Federal $ 25,213 10,996 20,622
State 2,225 970 1,820
---------- ---------- ----------
27,438 11,966 22,442
---------- ---------- ----------
Deferred:
Federal (98,461) 24,329 (22,159)
State (8,688) 2,147 (1,956)
---------- ---------- ----------
(107,149) 26,476 (24,115)
---------- ---------- ----------
$ (79,711) 38,442 (1,673)
========== ========== ==========
</TABLE>
The provision for income taxes differs from the Federal statutory
corporate tax rate as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Federal statutory income tax rate (34.0)% 34.0% 34.0%
Increases (decreases) in tax rate:
State taxes, net of Federal tax benefit (3.0) 3.0 3.0
Officers' life insurance 2.1 2.8 16.2
Travel and entertainment 2.6 4.1 15.9
Adjustment of deferred taxes for rate changes (5.1) (8.6) (82.0)
Other, net 0.2 0.1 0.2
---------- ---------- ----------
Tax rate (37.2)% 35.4% (12.7)%
========== ========== ==========
</TABLE>
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<PAGE> 16
Management-Data, Inc.
NOTES TO FINANCIAL STATEMENTS
The net deferred tax liability (asset) is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Deferred tax liabilities:
Unrealized gain on securities available for sale $ 88,693 27,787
Other, net -- 3,579
------------ ------------
Total deferred liabilities 88,693 31,366
------------ ------------
Deferred tax assets:
Accrued termination benefit (44,400) --
Allowance for doubtful accounts (11,100) --
Provision for loss on impairment (36,484) --
Other, net (7,668) --
Book over tax depreciation (5,136) (1,217)
------------ ------------
Gross deferred tax assets (104,788) (1,217)
Valuation allowance -- --
------------ ------------
Total deferred tax assets (104,788) (1,217)
------------ ------------
Net deferred tax liability (asset) $ (16,095) 30,149
============ ============
</TABLE>
Effective January 1, 2000 the Company elected to be taxed as an "S"
corporation for Federal income tax purposes. Income taxes on earnings of
the Company, with some exceptions, are reported on the tax return of
individual stockholders. Management expects to pay dividends to
stockholders in an amount sufficient to pay substantially all Federal
and state income taxes due on earnings of the Company.
(10) TERMINATION BENEFIT
As a result of termination of a former officer, a provision of $130,000
was recorded in the accompanying financial statements. The amount is
payable $10,000 per month beginning in December, 1999.
(11) SUBSEQUENT EVENT
The Company entered into an agreement to be acquired by Panoramic Care
Systems, Inc. (PCS). PCS intends to acquire the stock of the Company by
exchanging a total of the greater of 3,500,000 shares of PCS stock
common stock or shares with an aggregate value of $13,500,000. The
agreement requires the Company to have total stockholders' equity of at
least $325,000 as of the date of closing.
-15-
<PAGE> 17
(b) Pro Forma Financial Information
To be filed by amendment no later than November 8, 2000 pursuant to Item
7(4) of the General Instructions to Form 8-K under the Securities Exchange Act
of 1934.
(c) Exhibits
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 Agreement and Plan of Merger dated June 12, 2000 by and between
Panoramic Care Systems, Inc., Panoramic Acquisition Corporation
and Management-Data, Inc.
4.1 Stockholders' Agreement between Panoramic Care Systems, Inc. and
certain of its shareholders, dated August 17, 2000.
4.2 Release and Consent to Termination of Stock Restriction Agreement
between Panoramic Care Systems, Inc., Management-Data, Inc. and
certain shareholders of Panoramic Care Systems, Inc., dated
August 17, 2000.
4.3 Employment Agreement between Management-Data, Inc. and Todd
Spence, dated August 23, 2000.
4.4 Employment Agreement between Management-Data, Inc. and D. Anne
Kerrigan, dated August 23, 2000.
4.5 Employment Agreement between Management-Data, Inc. and Tom
Kerrigan, dated August 23, 2000.
-16-
<PAGE> 18
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.
PANORAMIC CARE SYSTEMS, INC.
A Delaware corporation
Date: September 8, 2000 /s/ Todd Spence
-------------------------------
By: Todd Spence
Chief Executive Officer and
Chairman of the Board
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
2.1 Agreement and Plan of Merger dated June 12, 2000 by and between
Panoramic Care Systems, Inc., Panoramic Acquisition Corporation
and Management-Data, Inc.
4.1 Stockholders' Agreement between Panoramic Care Systems, Inc. and
certain of its shareholders, dated August 17, 2000.
4.2 Release and Consent to Termination of Stock Restriction Agreement
between Panoramic Care Systems, Inc., Management-Data, Inc. and
certain shareholders of Panoramic Care Systems, Inc., dated
August 17, 2000.
4.3 Employment Agreement between Management-Data, Inc. and Todd
Spence, dated August 23, 2000.
4.4 Employment Agreement between Management-Data, Inc. and D. Anne
Kerrigan, dated August 23, 2000.
4.5 Employment Agreement between Management-Data, Inc. and Tom
Kerrigan, dated August 23, 2000.
</TABLE>
