<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K
Current report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 2, 1997
AMERICAN MEDCARE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 2-82208-A 59-2248411
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
2970 Clairmont Road, Suite 950, Atlanta, Georgia 30329
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, including area code: (404) 633-0046
--------------------------
-1-
<PAGE>
Item 5. Other Events.
- ---------------------
The Registrant issued the following press release on January 2, 1997:
"American Medcare Corporation (OTC Bulletin Board: AMMC) announced
that it has signed a letter of intent to merge with and into InfoCure
Corporation. The completion of the merger is subject to various
conditions, including the execution of a definitive merger agreement,
the registration of the shares of InfoCure to be issued upon the
merger, the approval by the shareholders of American Medcare, the
completion of InfoCure's proposed initial public offering and the
consummation of certain other acquisitions by InfoCure and American
Medcare. The letter of intent with InfoCure provides that InfoCure
will exchange approximately 3.3 million shares of its common stock for
all of the issued and outstanding stock of American Medcare. The
exact number of shares to be received in the exchange shall be subject
to adjustment based upon market conditions as determined by the Board
of Directors of the companies.
It is anticipated that the merger will be consummated in the first
quarter of 1997, simultaneously with the consummation of the initial
public offering of InfoCure's common stock.
In addition, on December 3, 1996, a wholly-owned subsidiary of
American Medcare acquired the assets, subject to the assumption of
certain liabilities, of the healthcare division of Info Systems, Inc.,
headquartered in Charlotte, North Carolina. The division markets IBM
AS/400-based practice management systems to mid-size and large medical
practices and clinics. The aggregate consideration consisted of
$150,000 in cash, paid at the closing, and a promissory note of
$1,550,000, subject to adjustment, payable upon the consummation of
the merger.
The Company also has entered into a letter of intent with Atlanta-
based Millard-Wayne, Inc., to acquire all of its outstanding capital
stock for cash and common stock. Millard-Wayne markets IBM AS/400-
based practice management systems to mid-size and large medical
practices and clinics. The acquisition is to be consummated at the
time of the merger of American Medcare into InfoCure.
InfoCure is a newly formed Delaware corporation established by
executives of American Medcare for the purpose of effecting certain
acquisitions of certain practice management system businesses,
including the proposed merger, and the proposed public offering.
InfoCure filed a Registration Statement on December 27, 1996 with the
Securities and Exchange Commission for the proposed initial public
offering of its common stock. A registration statement relating to
the securities of InfoCure to be offered upon the merger of American
Medcare into InfoCure will be filed shortly with the Securities and
Exchange Commission.
-2-
<PAGE>
American Medcare is a national supplier of practice management
software and services to health care providers and has over 1,100
customers in 45 states."
In addition, in the fiscal fourth quarter 7,386,840 shares of common stock
were issued in private placement. During the fiscal fourth quarter the Company
also reached an agreement with an clearinghouse service provider, which will
result in the redemption of 3,521,405 shares of common stock previously held as
collateral to the services agreement.
The Company estimates that there will be approximately 52,063,996 shares of
common stock outstanding and 5,178,943 shares of common stock reserved for
issuance pursuant to outstanding stock options and warrants at the time of the
consummation of the proposed merger of the Company into InfoCure. Upon the
merger, the holders of common stock of the Company will receive an estimated
.0640072 of a share of common stock of InfoCure Corporation for each share of
common stock of the Company owned by record. This is the equivalent of 1 share
of common stock of InfoCure Corporation for approximately 15.62 shares of common
stock of the Company. This exchange ratio is subject to adjustment depending
upon market conditions at the time of the merger of the Company into InfoCure.
The final determination of the exchange ratio shall be made by the boards of
directors of the Company and InfoCure. The definitive exchange ratio may be
higher or lower than that set forth herein.
SIGNATURES
----------
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 thereunto duly authorized.
AMERICAN MEDCARE CORPORATION
By: /S/ Frederick L. Fine
-----------------------------------------
Frederick L. Fine, President
DATE: January 16, 1997
-3-
