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: December 7, 1999
MEDICAL MANAGER CORPORATION
(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 Park, NJ 07407
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 703-3400
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Item 5. Other Events.
On December 7, 1999, Medical Manager Corporation, a Delaware
corporation (the "Company"), entered into a definitive agreement with Physician
Computer Network, Inc. providing for the acquisition by the Company of
substantially all of the operating assets of Physician Computer Network, Inc.,
one of the nation's largest providers of physician practice management systems,
for a purchase price of $53 million, plus the assumption of certain liabilities.
The Company will exchange $15.5 million in cash and $37.5 million in shares of
its common stock and assume certain liabilities in exchange for substantially
all of the operating assets of Physician Computer Network, Inc. and its
subsidiaries. The consummation of the acquisition is subject to satisfaction of
certain conditions which include Hart-Scott-Rodino clearance and confirmation of
the Plan of Reorganization. The Company has announced the transaction through a
press release dated December 7, 1999.
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release, dated December 7, 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.
MEDICAL MANAGER CORPORATION
Date: December 8, 1999 By: /s/ Charles A. Mele
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Name: Charles A. Mele
Title: Vice President and
General Counsel
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: James R. Love Carter Evans
Medical Manager Corporation Physician Computer Network
Executive Vice President and President
Chief Financial Officer (973) 490-3100
(201) 703-3400
MEDICAL MANAGER TO ACQUIRE PHYSICIAN COMPUTER NETWORK
ELMWOOD PARK, NJ and MORRIS PLAINS, NJ, December 7, 1999 - Medical
Manager Corporation (NASDAQ: MMGR) and Physician Computer Network, Inc. (OTC:
PCNI) announced today that the two companies have signed a definitive agreement
which provides for Medical Manager to acquire substantially all of the operating
assets of Physician Computer Network, one of the nation's largest providers of
physician practice management systems, for a purchase price of $53 million, plus
the assumption of certain liabilities.
Medical Manager Corporation is the nation's leading provider of
physician office practice management systems. Medical Manager Corporation,
through its subsidiaries, Medical Manager Health Systems and Careinsite (NASDAQ:
CARI), is transforming the information infrastructure of America's practicing
physicians and with the acquisition of Physician Computer Network (PCN) will now
provide practice management systems to over 185,000 physicians throughout the
U.S. The acquisition of PCN represents another stepping stone toward its goal of
revolutionizing the way in which physicians can communicate electronically with
the nation's health plans, pharmacies, labs, other providers and suppliers of
healthcare, and their patients.
PCN also announced today that it has voluntarily filed a petition under
Chapter 11 of the U.S. Bankruptcy Code and a Plan of Reorganization that
provides for the sale of the assets to Medical Manager upon confirmation of the
Plan. Medical Manager will exchange $15.5 million in cash and $37.5 million in
shares of its common stock and assume certain liabilities in exchange for
substantially all of the operating assets of PCN and its subsidiaries.
Completion of the acquisition, which is expected in the Spring of 2000 is
subject to confirmation of the Plan of Reorganization and certain other
customary conditions to closing. Medical Manager has also agreed to provide
debtor-in-possession financing to PCN, subject to court approval.
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The integration of PCN into the Medical Manager franchise creates
significant opportunities for the combined organization. Medical Manager's
penetration in key geographic markets provides opportunities for more
comprehensive as well as more efficient customer support. It also creates
significant cross-selling opportunities between the two organizations.
Commenting on the acquisition, John Kang, Co-CEO of Medical Manager, said, "With
more than 55,000 providers in approximately 8,000 sites, PCN's installed base
and national distribution network increases Medical Manager Health System's
strong presence on physicians' desktops and creates an unparalleled sales,
service and support organization. Increasing the size of Medical Manager's
franchise enhances the value to other potential business partners interested in
gaining a more efficient channel of physician distribution."
In conjunction with the signing of the acquisition agreement, Medical
Manager and PCN have extended their previously announced exclusive arrangement
to offer Careinsite's web-based physician portal services and clinical
e-commerce transactions to PCN's entire client base. Careinsite, through its
agreement with Medical Manager, will be the exclusive provider of a fully
integrated suite of transaction services to approximately forty percent of all
ambulatory care physicians across the U.S.
Martin J. Wygod, Chairman of Medical Manager, said, "The acquisition of
PCN by Medical Manager creates significant opportunities for Careinsite. This
acquisition strengthens Careinsite's appeal to large health plans, pharmacies
and clinical labs given the combined physician base and distribution
organizations located in virtually every local geographic market in the country.
It also accelerates Careinsite's ability to offer secure web-based services
which are fully integrated into the workflow and data of PCN's installed base.
In addition to aggregating large numbers of physicians, Careinsite continues to
focus on strategic partnerships which will enhance its goal of creating an
all-payer, all-patient network."
Carter Evans, President of PCN, said, "Medical Manager has been an
excellent competitor of ours for over fifteen years and I am pleased to announce
that PCN will join such a strong and reputable organization. Leveraging PCN's
installed base over Medical Manager's infrastructure will enable PCN to regain
financial health. Joining the Medical Manager team and fully integrating
Careinsite's services into PCN's products will ensure that PCN's customers have
a market-leading product and superior customer service and support."
Medical Manager Corporation (NASDAQ: MMGR) operates three principal
lines of business: physician practice management systems through Medical Manager
Health Systems, Inc., healthcare e-commerce through Careinsite, Inc. (NASDAQ:
CARI), and plastics and filtration technologies through Porex Corporation.
*****
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THE STATEMENTS CONTAINED IN THIS RELEASE, OTHER THAN THE TERMS OF THE
ACQUISITION, ARE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES
INCLUDING, BUT NOT LIMITED TO, THE SUCCESSFUL CLOSURE OF THE ACQUISITION AND THE
INTEGRATION OF THE MEDICAL MANAGER AND PHYSICIAN COMPUTER NETWORK BUSINESSES,
THE FEASIBILITY OF DEVELOPING COMMERCIALLY PROFITABLE HEALTHCARE E-COMMERCE
SERVICES, THE EFFECT OF ECONOMIC CONDITIONS, PHYSICIAN AND OTHER USER
ACCEPTANCE, THE EFFECT OF COMPETITIVE PRODUCTS, SERVICES AND PRICING, PRODUCT
DEVELOPMENT, COMMERCIALIZATION AND TECHNOLOGICAL DIFFICULTIES, AND OTHER RISKS
DETAILED IN MEDICAL MANAGER'S AND PHYSICIAN COMPUTER NETWORK'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.
