<PAGE> 1
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):February 14, 2000
MEDICAL MANAGER CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-17822 22-2975182
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
669 River Drive, River Drive Center II 07407
Elmwood Park, NJ (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 703-3400
Exhibit Index Appears on page 2.
<PAGE> 2
2
Item 5. Other Events.
Medical Manager Corporation issued on February 14, 2000 the
press release attached hereto as Exhibit 99.1. Such press release is
incorporated herein by reference.
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated February 14, 2000
<PAGE> 3
3
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: February 14, 2000 By:/s/ James R. Love
-----------------------------------
Name: James R. Love
Executive Vice President --
Finance and Administration
and Chief Financial Officer
<PAGE> 1
EX-99.1
Press Release
FOR IMMEDIATE RELEASE
Contact: James R. Love
Executive Vice President - Finance and Administration
and Chief Financial Officer
(201) 703-3400
SIGNING OF AGREEMENTS TO ACQUIRE MEDICAL MANAGER AND
CAREINSITE BY HEALTHEON/WEBMD WILL NOT AFFECT TIMING OF
PREVIOUSLY ANNOUNCED CALL FOR REDEMPTION OF DEBENTURES
ELMWOOD PARK, NJ (February 14, 2000) -- As announced today,
Healtheon/WebMD Corporation (NASDAQ:HLTH) has signed definitive agreements to
acquire Medical Manager Corporation (NASDAQ: MMGR), a leading provider of
physician practice management systems, and its publicly traded subsidiary,
CareInsite, Inc. (NASDAQ:CARI), a provider of innovative healthcare network and
communication services.
The signing of agreements to acquire Medical Manager and CareInsite by
Healtheon/WebMD will not in any way affect the timing of the previously
announced call for redemption of Medical Manager's 5% Convertible Subordinated
Debentures due 2007. The call for redemption will proceed as previously
announced.
As announced on January 31, 2000, Medical Manager called for redemption
on February 15, 2000 (the Redemption Date), the entire $159,388,000 aggregate
principal amount of its outstanding 5% Convertible Subordinated Debentures due
2007.
As an alternative to redemption, the outstanding debentures will be
convertible into Medical Manager common stock at the rate of approximately
16.667 shares of common stock per $1,000 principal amount of debentures, with
cash to be paid in lieu of any fractional shares, for debentures surrendered
prior to 5:00 pm., New York City time, today, February 14, 2000 (the Conversion
Expiration Date), which is the last business day prior to the Redemption Date.
Debentures not properly submitted for conversion by the close of
business today, February 14, 2000, the Conversion Expiration Date, or not
tendered for redemption by the close of business on February 15, 2000, the
Redemption Date, will be redeemed at a redemption price of $1,053.57 per $1,000
principal amount of debenture, including accrued interest of $25.00.
