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 (Date of Earliest Event Reported): March 14, 2000
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 Two
Elmwood Park, NJ 07407-1361
(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 March 14, 2000, Medical Manager Corporation (the "Company") was
served with a summons in a lawsuit filed on February 17, 2000, against the
Company, its subsidiary, CareInsite, Inc. ("CareInsite"), and certain of their
officers and directors, among other parties, in the New Jersey Superior Court,
Chancery Division, in Bergen County. The plaintiff purports to be a holder of
CareInsite common stock. The lawsuit, captioned Ina Levy, et al. vs. Martin
J.Wygod, et al., C-59-00, purports to bring an action on behalf of the plaintiff
and others similarly situated to enjoin the defendants from consummating the
proposed merger of Medical Manager and CareInsite with Healtheon/WebMD Corp.
(the "Merger"). The plaintiff alleges that the defendants have breached their
fiduciary duties in that the proposed Merger favors the interests of the Company
and its shareholders over the interests of CareInsite's minority shareholders.
The plaintiff also alleges that the proposed Merger provides the defendants and
other Medical Manager shareholders with a premium which exceeds the premium
provided to CareInsite's minority shareholders. The lawsuit seeks, among other
things, an injunction prohibiting the proposed Merger unless certain mechanisms
are implemented by CareInsite, as well as plaintiff's costs and disbursements.
The Company believes that this lawsuit is without merit and intends to
vigorously defend against it. No assurances can be given that this lawsuit will
not have a material adverse effect on the Company's business, financial
condition or results of operations.
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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: March 28, 2000 By: /s/ CHARLES A. MELE
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Name: Charles A. Mele
Title: Executive Vice President--
General Counsel and Secretary
