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: October 11, 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.
Medical Dynamics, Inc. (Nasdaq SmallCap-MEDY), a nationwide provider of
dental practice management software and integrated technology solutions, today
announced it has executed an amended and restated merger agreement with InfoCure
Corporation (Nasdaq- INCX) by which InfoCure will acquire all outstanding
Medical Dynamics common stock in exchange for InfoCure common and preferred
stock. This agreement amends and restates the merger agreement between InfoCure
and Medical Dynamics originally entered into on December 21, 1999 and
subsequently amended on April 10 and June 21, 2000.
Upon completion of the merger, one current share of Medical Dynamics common
stock will convert to .06873 shares of InfoCure common stock and .07558 shares
of a series of InfoCure 6% preferred stock which will have a liquidation
preference of $5.44 per share and will be exchanged for shares of 6% preferred
stock of InfoCure's PracticeWorks subsidiary. The shares of InfoCure preferred
stock will be represented by depository receipts equal to 1/10th share of
preferred stock or greater. The shares of PracticeWorks preferred stock to be
issued in the spin-off will be convertible into 1.5% of PracticeWorks common
stock outstanding on a fully-diluted basis immediately after that spin-off
occurs. Persons holding 100 or fewer shares of Medical Dynamics common stock
will receive cash at the rate of $.75 per share. Persons holding options and
warrants to acquire Medical Dynamics common stock prior to the merger will be
entitled to receive options to acquire InfoCure common stock (PracticeWorks
common stock after the spin-off occurs). The merger is subject to approval by
Medical Dynamics shareholders at a meeting which Medical Dynamics expects to
hold on November 29, 2000, pursuant to a proxy statement. The proxy statement
will be included as part of a Form S-4 registration statement to be filed by
InfoCure.
The merger agreement contains a price protection provision which was not
contained in the earlier agreement. Medical Dynamics may, upon notice to
InfoCure, terminate the merger agreement without penalty if the average price of
InfoCure common stock reduces below $3.45 per share for the 20 trading days
preceding the closing date. If Medical Dynamics provides such notice, InfoCure
may adjust the common stock merger ratio or pay $.2372 per share of Medical
Dynamics common stock in cash, in lieu of issuing any InfoCure common stock. In
either case, if InfoCure elects to complete the merger following Medical
Dynamics' notice, Medical Dynamics shareholders will receive shares of InfoCure
preferred stock. InfoCure may terminate the merger agreement without penalty if
InfoCure's average trading price for the 20 days preceding the closing date
exceeds $6.41 per share.
In connection with the execution of the amended and restated merger
agreement, InfoCure agreed to make a $250,000 loan to Medical Dynamics,
increasing the total amount loaned to Medical Dynamics to $1,550,000, which loan
will be due on September 30, 2001 if the merger does not occur. Medical Dynamics
will use the proceeds of this loan for working capital. Dr. and Mrs. Adair
(principal shareholders and directors of Medical Dynamics) and Daniel Richmond
and Chae Kim (directors of Medical Dynamics and Computer Age Dentist) agreed to
continue to subordinate their remaining debt (totaling approximately $350,000)
and their security interest in Medical Dynamics's assets and the assets of
Computer Age Dentist to the repayment of the amounts due to InfoCure.
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InfoCure, through its operating divisions PracticeWorks and VitalWorks, is
a leading national provider of information management technology and services
targeted to healthcare practices that operate in a variety of specialties,
including anesthesiology, dental, dermatology, emergency medicine, oral and
maxillofacial surgery, orthodontics, pathology, podiatry, radiology, and
enterprise-wide medical entities. The company's wide range of technological
solutions automate the administrative, financial and clinical information
management functions for doctors and other healthcare providers, and will
provide a broad platform for electronic commerce. InfoCure provides its
customers with ongoing software services, training and electronic data
interchange (EDI) services.
On August 22, 2000, InfoCure announced a proposed spin-off of its
PracticeWorks operating division to its shareholders. PracticeWorks provides
information management technology and services to its approximately 38,000
dentists, orthodontists, and oral and maxillofacial surgeons. PracticeWorks
expects to be an independent public company and will apply for listing on the
Nasdaq National Market. After the spin-off, InfoCure expects to change its name
to VitalWorks, and will concentrate its operations on management information
technology and e-health services exclusively for medical practices, including
the delivery of its previously announced ASP products. InfoCure also announced
that, at the time of the spin-off, each company will have a separate and
unrelated board of directors and independent management teams. James K. Price
will become CEO and Richard E. Perlman will become chairman of PracticeWorks.
Frederick L. Fine will become chairman of VitalWorks.
InfoCure announced that it anticipated to complete the proposed spin-off in
the fourth quarter of this year. At the time of the distribution, each InfoCure
shareholder of record will receive a pro rata dividend of PracticeWorks common
stock in a ratio to be determined prior to the spin-off of PracticeWorks shares.
InfoCure has agreed to complete its merger with Medical Dynamics before the
completion of the PracticeWorks spin-off. Consequently, shareholders of Medical
Dynamics will be shareholders of InfoCure at the time the spin-off occurs and
will participate in the spin-off.
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. Amended and Restated Agreement and Plan of Merger by and between
Medical Dynamics, Inc., CADI Acquisition Corporation., and InfoCure
Corporation dated as of October 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.
October 11, 2000 By: /s/ Van A. Horsley
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Van A. Horsley, President
