<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A - 1
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 - Previously filed with
Form 8K dated September 8, 2000
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined financial information giving
effect to the merger with Management-Data, Inc. are set forth at pages
F-1 to F-6 attached hereto.
(c) Exhibits - Previously filed with Form 8K dated September 8, 2000
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<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>
<PAGE> 3
PANORAMIC CARE SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The following unaudited pro forma combined financial statements give effect to
the acquisition by Panoramic Care Systems, Inc. ("PCS") (the "Combination"), of
the outstanding capital stock of Management-Data, Inc. The Combination will be
accounted for using the pooling method of accounting.
The unaudited pro forma combined balance sheet gives effect to the Combination
as if they had occurred on June 30, 2000. The unaudited pro forma combined
statements of operations give effect to these transactions as if they had
occurred on January 1, 1999.
The pro forma adjustments are based on preliminary estimates, available
information and certain assumptions that PCS management deems appropriate and
may be revised as additional information becomes available. The pro forma
financial data do not purport to represent what PCS's combined financial
position or results of operations would actually have been if such transactions
in fact had occurred on those dates and are not necessarily representative of
PCS's combined financial position or combined results of operations for any
future period. The unaudited pro forma combined financial statements should be
read in conjunction with the historical financial statements and notes thereto
included elsewhere in this Form 8K.
-F-1-
<PAGE> 4
PANORAMIC CARE SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
June 30, 2000 (In U.S. Dollars)
--------------------------------------------------------------------------------
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<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
PCS MDI COMBINED (NOTE 3) COMBINED
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 907,981 $ 637,642 $ 1,545,623 $ (959,418) $ 586,205
Trade accounts receivable, less
allowance for doubtful accounts -- 423,018 423,018 -- 423,018
Prepaid expense and other 64,689 53,270 117,959 -- 117,959
----------- ----------- ----------- ----------- -----------
Total current assets 972,670 1,113,929 2,086,599 (959,418) 1,127,181
PROPERTY, PLANT AND EQUIPMENT,
net of accumulated depreciation 58,538 227,641 286,179 -- 286,179
CAPITALIZED SOFTWARE COSTS
net of accumulated amortization 363,090 -- 363,090 -- 363,090
OTHER ASSETS:
Deferred taxes -- 16,095 16,095 -- 16,095
Due From Officers -- 79,000 79,000 -- 79,000
----------- ----------- ----------- ----------- -----------
Total other assets -- 95,095 95,095 -- 95,095
----------- ----------- ----------- ----------- -----------
Total assets $ 1,394,298 $ 1,436,665 $ 2,830,963 $ (959,418) $ 1,871,545
=========== =========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank line of-credit $ -- $ 259,345 $ 259,345 $ -- $ 259,345
Accounts payable and accrued
liabilities 236,127 121,536 357,663 104,410 462,073
Deferred tax liability -- -- -- -- --
Current portion of long-term debt -- 27,028 27,028 -- 27,028
Current portion of capital lease --
obligations -- 94,023 94,023 -- 94,023
----------- ----------- ----------- ----------- -----------
Total current
liabilities 236,127 501,932 738,059 104,410 842,469
CAPITAL LEASE OBLIGATIONS,
less current maturities -- 29,890 29,890 -- 29,890
LONG-TERM DEBT, less current
maturities -- 21,505 21,505 -- 21,505
SHAREHOLDERS' EQUITY:
Common stock 5,128 500 5,628 3,000 8,628
Treasury Stock -- (88,750) (88,750) 88,750 --
Additional paid-in capital 4,048,098 11,035 4,059,133 (316,750) 3,742,383
Retained earnings (accumulated
deficit) (2,895,055) 960,554 (1,934,501) (838,828) (2,773,329)
----------- ----------- ----------- ----------- -----------
Total shareholders'
equity 1,158,171 883,339 2,041,510 (1,063,828) 977,682
----------- ----------- ----------- ----------- -----------
Total liabilities and
shareholders' equity $ 1,394,298 $ 1,436,665 $ 2,830,963 $ (959,418) $ 1,871,545
=========== =========== =========== =========== ===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
-F-2-
<PAGE> 5
PANORAMIC CARE SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 (IN U.S. DOLLARS)
--------------------------------------------------------------------------------
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<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
PCS MDI COMBINED (NOTE 4) COMBINED
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES:
Software License fees $ -- $ 1,229,516 $ 1,229,516 $ -- $ 1,229,516
Services -- 966,547 966,547 -- 966,547
----------- ----------- ----------- ----------- -----------
Total revenue -- 2,196,063 2,196,063 -- 2,196,063
OPERATING EXPENSES
Cost of license fees -- 225,327 225,327 225,327
Cost of services 190,949 190,949 190,949
Product development 13,525 13,525 13,525
General and administrative 866,027 620,071 1,486,098 838,828 2,324,926
Sales and Marketing -- 559,429 559,429 559,429
Provision for doubtful accounts -- 3,331 3,331 -- 3,331
----------- ----------- ----------- ----------- -----------
Total Operating expenses 879,552 1,599,107 2,478,659 838,828 3,317,487
INCOME (LOSS) FROM OPERATIONS (879,552) 596,956 (282,596) (838,828) (1,121,424)
OTHER INCOME (EXPENSE) 8,741 159,110 167,851 0 167,851
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (870,811) $ 756,066 $ (114,745) $ (838,828) $ (953,573)
=========== =========== =========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.11)
===========
SHARES USED IN COMPUTING PRO
FORM LOSS PER SHARE 8,421,838
===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
-F-3-
<PAGE> 6
PANORAMIC CARE SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 (IN U.S. DOLLARS)
--------------------------------------------------------------------------------
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<CAPTION>
PRO FORMA PRO FORMA
PCS MDI COMBINED ADJUSTMENTS COMBINED
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
REVENUES:
Software License fees $ 12,000 $ 3,129,025 $ 3,141,025 $ -- $ 3,141,025
Services -- $ 1,458,984 1,458,984 -- $ 1,458,984
Royalties 894 -- 894 -- 894
----------- ----------- ----------- ----------- -----------
Total revenue 12,894 4,588,009 4,600,903 -- 4,600,903
OPERATING EXPENSES
Cost of license fees -- 82,568 82,568 -- 82,568
Product development costs 17,358 -- 17,358 -- 17,358
Cost of service -- 583,286 583,286 -- 583,286
General and administrative 1,324,394 2,835,302 4,159,696 -- 4,159,696
Sales and Marketing -- 1,041,178 1,041,178 -- 1,041,178
Provision for doubtful
accounts -- 40,596 40,596 -- 40,596
Provision for termination
benefits -- 130,000 130,000 -- 130,000
Provision for loss on
impairment -- 98,605 98,605 -- 98,605
----------- ----------- ----------- ----------- -----------
Total operating expenses 1,341,752 4,811,535 6,153,287 -- 6,153,287
INCOME (LOSS) FROM OPERATIONS (1,328,858) (223,526) (1,552,384) -- (1,552,384)
OTHER INCOME (EXPENSE) 7,860 9,446 17,306 -- 17,306
Income taxes - benefit -- 79,711 79,711 0 79,711
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $(1,320,998) $ (134,369) $(1,455,367) $ 0 $(1,455,367)
=========== =========== =========== =========== ===========
BASIC AND DILUTED LOSS PER
SHARE $ (0.19)
===========
SHARES USED IN COMPUTING PRO
FORM LOSS PER SHARE 7,589,000
===========
</TABLE>
See notes to unaudited pro forma combined financial statements.
-F-4-
<PAGE> 7
PANORAMIC CARE SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(IN U.S. DOLLARS)
--------------------------------------------------------------------------------
1. GENERAL
The historical financial statements reflect the financial position and
results of operations of PCS and MDI and were derived from PCS's and
MDI financial statements. The periods included in these financial
statements for PCS and MDI are as of and for the six months ended June
30, 2000 and for the year ended December 31, 1999.
2. ACQUISITIONS
PCS on August 25, 2000 acquired all of the issued and outstanding
common stock of MDI in exchange for 3,500,000 shares of common stock
pursuant to which MDI became a wholly-owned subsidiary. The Combination
will be accounted for using the pooling method of accounting.
3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS
(A) Records the acquisition of MDI where by 3,500,000 shares of common
stock were issued. This includes the entries reflected to record the
pooling method of accounting.
(B) Records the accrued officer bonus on earnings through 6/30/00 of
$509,418, closing costs of $225,000, legal and accounting of
$104,410, and $225,000 dividend distribution to MDI shareholders
prior to acquisition.
The following tables summarize unaudited pro forma combined balance
sheet adjustments:
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<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
----------------------- PRO FORMA
(A) (B) ADJUSTMENTS
--------- --------- -----------
<S> <C> <C> <C>
Cash $ 0 $ 959,418 $ 959,418
Accrued liabilities $ 104,410 104,410
Common stock 3,000 -- 3,000
Treasury stock 88,750 88,750
Additional paid-in
capital (91,750) (225,000) (316,750)
Retained earnings --
(accumulated deficit) -- (838,828) (838,828)
--------- --------- ---------
Total $ -- $ -- $ --
========= ========= =========
</TABLE>
-F-5-
<PAGE> 8
4. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS
(A) Records the accrued bonus on earnings for the six months of
operations. Records the accrued officer bonus on earnings through
6/30/00 of $509,418, closing costs of $225,000, legal and accounting
of $104,410 and $225,000 dividend distribution to the MDI
shareholders prior to the acquisition.
The following tables summarize unaudited pro forma combined
statements of operations adjustments at June 30, 2000:
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS TOTAL
--------------------- PRO FORMA
(A) ADJUSTMENTS
--------------------- -----------
<S> <C> <C>
General and administrative expenses $ 838,828 $ 838,828
--------- ---------
Income (loss) from operations (838,828) (838,828)
Net income $(838,828) $(838,828)
========= =========
</TABLE>
5. EARNINGS PER SHARE
The pro forma share outstanding were computed as follows:
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<S> <C>
For the period ending June 30, 2000
Weighted average number of shares issued and outstanding 4,921,838
Shares to be issued in the merger 3,500,000
----------
8,421,838
==========
For the period ending December 31, 1999
Weighted average number of shares issued and outstanding 4,089,000
Shares to be issued in the merger 3,500,000
----------
7,589,000
==========
</TABLE>
-F-6-
<PAGE> 9
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: November 6, 2000 /s/ Todd Spence
-----------------------------------
By: Todd Spence
Chief Executive Officer and
Chairman of the Board
<PAGE> 10
EXHIBIT INDEX
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<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>
* - Previously filed with Form 8K dated September 8, 2000
