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: June 22, 2000
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
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former name or former address, if applicable
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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
June 22, 2000, MEDY and Infocure entered into an amendment to that extended the
outside completion date from July 31, 2000 until August 31, 2000, and extended
other dates in the agreement comparably. In addition, the parties had earlier
cancelled the previous amendment announced in Form 8-K dated May 22, 2000, which
had provided that Infocure had the right to pay cash to persons holding a
limited number of shares of Medical Dynamics.
On April 14, 2000, Infocure filed a registration statement on Form S-4 for
the contemplated transaction and filed an amendment thereto on June 20. 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 scheduled for July 31, 2000, with a record date for that meeting of
June 9, 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 June 22, 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, as previously amended April 10,
2000.
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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.
June 22, 2000 By: /s/ Van A. Horsley
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Van A. Horsley, President
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0655434.03
Second AMENDMENT TO AGREEMENT and plan
OF MERGER BY AND AMONG MEDICAL DYNAMICS, INC.,
INFOCURE CORPORATION AND
CADI ACQUISITION CORPORATION
THIS SECOND 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 22nd day
of June, 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 terms of the Merger Agreement, as amended by that
certain First Amendment to the Plan and Agreement of Merger dated April 10,
2000, Merger Sub shall merge with and into Company; and
WHEREAS, the parties desire to further amend the Merger Agreement.
NOW, THEREFORE, Company, Parent and CADI hereby agree to amend the Merger
Agreement as follows:
1. Change in Termination Date. 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 August 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."
Except as modified herein, the terms and conditions of the Merger Agreement
shall remain in full force and effect.
The Boards of Directors of Company and Parent have approved and declared
advisable this Second Amendment, and have approved the Merger and the other
transactions contemplated thereby and have determined to recommend that the
shareholders of Company adopt and approve (i) the Merger Agreement; (ii) the
First Amendment to the Merger Agreement; (iii) the Second Amendment to the
Merger Agreement and (iv) the Merger transaction.
This Second 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.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Second Amendment has been executed as of the
date first written above.
PARENT:
InfoCure Corporation
By:
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Name:
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Title:
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MERGER SUB:
CADI Acquisition Corporation
By:
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Name:
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Title:
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COMPANY:
Medical Dynamics, Inc.
By:
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Name:
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Title:
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