SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 21, 1999
Synetic, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-17822 22-2975182
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
669 River Drive, River Drive Center II, Elmwood, New Jersey 07407
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (201) 703-3400
Exhibit Index on Page 3
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Item 5. Other Events.
On July 20, 1999, Synetic, Inc., a Delaware corporation ("Synetic"),
and Medical Manager Corporation, a Delaware corporation ("Medical Manager"),
issued a press release relating to the proposed merger between Medical Manager
and a subsidiary of Synetic pursuant to the Agreement and Plan of Merger, dated
as of May 16, 1999 among Synetic, Medical Manager and Marlin Merger Sub, Inc.
(the "Merger Agreement"), pending stockholder approval of both Synetic and
Medical Manager stockholders. Synetic and Medical Manager announced that,
pursuant to the Merger Agreement, an exchange ratio has been set at .625 based
on the average closing price of Synetic common stock during the period from and
including July 7, 1999 to and including July 20, 1999. Accordingly, on the
effective date of the merger, each share of Medical Manager common stock will be
converted into the right to receive .625 shares of Synetic common stock.
A copy of the joint press release issued by Synetic and Medical Manager
on July 20, 1999 is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference in its entirety.
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Press Release, dated July 20, 1999.
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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 hereunto duly authorized.
SYNETIC, INC.
Date: July 21, 1999 By: /s/ Charles A. Mele
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Name: Charles A. Mele
Title: Executive Vice President --
General Counsel and Secretary
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: James R. Love Lee Robbins
Synetic, Inc. Medical Manager Corporation
Executive Vice President Chief Financial Officer
and Chief Financial Officer (813) 287-2990
(201) 703-3400
SYNETIC AND MEDICAL MANAGER SET
EXCHANGE RATIO FOR MERGER
ELMWOOD PARK, NJ and TAMPA, FL, July 20, 1999 -- In connection with the
previously announced merger between Synetic, Inc. (NASDAQ: SNTC) and Medical
Manager Corporation (NASDAQ: MMGR), the companies announced today that the
exchange ratio has been set at .625 based on the average closing price of
Synetic common stock during the period from and including July 7, 1999 to and
including July 20, 1999. Accordingly, on the effective date of the merger, each
share of Medical Manager common stock will be converted into the right to
receive .625 shares of Synetic common stock.
On July 23, 1999, Synetic and Medical Manager will each hold a special
meeting of stockholders to vote upon the issuance of shares of common stock of
Synetic in connection with the merger and the merger agreement, respectively.
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