SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 2, 1999
MEDICAL DYNAMICS, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-8632
Colorado 84-0631765
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
99 Inverness Drive East
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 790-2990
not applicable
former name or former address, if applicable
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Item 5. Other Events.
Medical Dynamics, Inc. (Nasdaq: MEDY) announced that it has signed a letter
of intent with InfoCure Corporation (Nasdaq: INCX)pursuant to which InfoCure
will transfer its KComp general dental practice management business to MEDY in
return for shares of MEDY's restricted common stock. In connection with the
execution of the letter of intent, InfoCure made a $500,000 loan to MEDY. MEDY
used the proceeds of this loan to repay certain indebtedness and for working
capital. Dr. and Mrs. Adair, principal shareholders and directors of MEDY, were
repaid $200,000 and agreed to subordinate their remaining security interest in
MEDY's assets and the assets of Computer Age Dentist, Inc. ("CADI"), MEDY's
wholly-owned subsidiary, to the repayment of the amounts due to InfoCure. If the
transactions contemplated by the letter of intent are completed, InfoCure has
also agreed to purchase additional shares of common stock from MEDY for
$2,000,000, including cancellation of the $500,000 loan. As a result of these
transactions, if completed, InfoCure will own approximately 60% of the
outstanding shares of MEDY's common stock.
If the transactions contemplated by the letter of intent are completed,
InfoCure will also assign to MEDY its rights under an agreement to acquire the
dental practice management software business known as PracticeWorks from Zila,
Inc. (Nasdaq: ZILA).
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The transactions are subject to a number of conditions to closing, and
there can be no assurance that all of these conditions will be met, or that the
closing will ultimately occur in accordance with the contemplated terms.
Certain statements contained in this report are "forward-looking
statements" within the meaning of the federal securities laws. Forward-looking
statements are based on our management's beliefs, assumptions, and expectations
of our anticipated future economic performance, taking into account information
currently available to our management. These statements are not statements of
historical fact, but may use terms such as "will," "may," "expects to," and
other terms denoting future possibilities. The accuracy of these statements
cannot be guaranteed as they are subject to a variety of risks which are beyond
our ability to predict or control; these 'risk factors' and the other factors
described in this report and information incorporated by reference may cause
actual results to differ materially from our projections or estimates contained
in this report or in the documents incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MEDICAL DYNAMICS, INC.
November 4, 1999 By: /s/ Van A. Horsley
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Van A. Horsley, President
