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: April 10, 2000
MEDICAL DYNAMICS, INC.
----------------------
(Exact name of Registrant as specified in its charter)
Commission file number: 0-8632
Colorado 84-0631765
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
99 Inverness Drive East
Englewood, Colorado 80112
-------------------------------------
(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
<PAGE>
Item 5. Other Events.
In December 1999, Medical Dynamics, Inc. (Nasdaq SmallCap-MEDY), a
nationwide provider of dental practice management software and integrated
technology solutions, announced a definitive merger agreement with InfoCure
Corporation (Nasdaq-INCX) by which InfoCure will acquire all outstanding Medical
Dynamics common stock in exchange for InfoCure common stock. Effective as of
April 10, 2000, MEDY and Infocure entered into an amendment to that agreement
which (among other things):
o Extended the outside completion date from May 31, 2000 until July 31,
2000, and extended other dates in the agreement comparably; and
o Eliminated the consideration of accounting for the transaction as a
pooling-of-interests.
On April 14, 2000, Infocure filed a registration statement on Form S-4 for the
contemplated transaction. The registration statement filed by Infocure included
MEDY's proxy statement for its special meeting of shareholders to consider the
transaction. Currently that meeting is tentatively scheduled for May 30, 2000,
with a record date for that meeting of April 27, 2000. The merger is subject to
approval by Medical Dynamics shareholders at a meeting.
Upon completion of the merger, one current share of Medical Dynamics common
stock will convert to .05672 shares of InfoCure common stock. This conversion
ratio will be subject to certain adjustments to the extent the price of InfoCure
common stock in the public market increases above $22.04 per share or decreases
below $13.22 per share.
Certain statements contained in this report may be forward-looking
statements. The accuracy of these statements cannot be guaranteed as they are
subject to a variety of risks including, but not limited to, future economic
conditions, competitive products and pricing, new product development, the
delivery of products under existing contracts and other factors.
Item 7. Financial Statements and Exhibits
(A) Not applicable.
(B) Not applicable.
(C) Exhibits
1. Amendment dated April 10, 2000, to the Agreement and Plan of Merger by
and between Medical Dynamics, Inc., CADI Acquisition Corporation., and
InfoCure Corporation dated as of December 21, 1999.
<PAGE>
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.
April 14, 2000 By: /s/ Van A. Horsley
----------------------
Van A. Horsley, President
FIRST AMENDMENT TO AGREEMENT AND PLAN
OF MERGER BY AND AMONG MEDICAL DYNAMICS, INC.,
INFOCURE CORPORATION AND
CADI ACQUISITION CORPORATION
THIS FIRST AMENDMENT TO THE PLAN AND AGREEMENT OF MERGER by and among
InfoCure Corporation, a Delaware corporation ("Parent"), CADI Acquisition
Corporation, a Colorado corporation and a wholly-owned subsidiary of Parent
("Merger Sub") and Medical Dynamics, Inc., a Colorado corporation ("Company")
dated December 21, 1999 (the "Merger Agreement") is entered into this 10th day
of April, 2000. Capitalized terms used herein, but not defined shall have the
meanings ascribed to such terms in the Merger Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to the Merger Agreement, Company shall merge with and
into Merger Sub;
WHEREAS, the parties desire to amend the Merger Agreement to provide that
any holder of Company Common Stock who is to receive less than one hundred (100)
shares of Parent Common Stock, shall instead receive cash at the same rate; and
WHEREAS, the parties also desire to amend the Merger Agreement to express
their intention to not attempt to qualify the transaction for
pooling-of-interests accounting treatment.
NOW, THEREFORE, Company, Parent and CADI hereby agree to amend the Merger
Agreement as follows:
1. Term. Section 8.1.B. of the Merger Agreement is hereby amended to delete
Section 8.1.B. in its entirety and to insert in lieu thereof the following
Section 8.1.B.:
"8.1.B. By either Company or Parent if the Merger shall not have been
consummated by July 31, 2000 for any reason; provided, however, that the
right to terminate this Agreement under this Section 8.1.B. shall not be
available to any party whose action or failure to act has been a principal
cause of or resulted in the failure of the Merger to occur on or before
such date and such action or failure to act constitutes a breach of this
Agreement."
2. Pooling. Sections 2.10.B, 3.30, 6.1.A. and 9.7 of the Merger Agreement
are hereby deleted in their entirety and shall be of no further force and
effect.
3. Reorganization. Section 6.2.A.(xvi) of the Merger Agreement is hereby
amended to delete Section 6.2.A.(xvi) in its entirety and to insert in lieu
thereof the following Section 6.2.A.(xvi):
"6.2.A.(xvi) Engage in any action that could cause the Merger to fail to
qualify as a "reorganization" under Section 368(a) of the Code, whether or
not otherwise permitted by the provisions of this Section 6.2."
Except as modified herein, the terms and conditions of the Merger Agreement
shall remain in full force and effect.
<PAGE>
The Boards of Directors of Company and Parent have approved and declared
advisable this Amendment, and have approved the Merger and the other
transactions contemplated by this Agreement and have determined to recommend
that the shareholders of Company adopt and approve (i) the Merger Agreement;
(ii) the Amendment to the Merger Agreement and (iii) the Merger transaction.
This First Amendment may be executed in one or more counterparts, and by
different parties hereto on separate counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this First Amendment has been executed as of the date
first written above.
PARENT:
InfoCure Corporation
By: /s/
Name:
Title:
MERGER SUB:
CADI Acquisition Corporation
By: /s/
Name:
Title:
COMPANY:
Medical Dynamics, Inc.
By: /s/
Name:
Title:
