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 31, 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.
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Item 5. Other Events.
Medical Manager Corporation issued on January 31, 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 January 31, 2000
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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: January 31, 2000 By: /s/ James R. Love
-----------------------------------
Name: James R. Love
Executive Vice President --
Finance and Administration
and Chief Financial Officer
FOR IMMEDIATE RELEASE
Contact: James R. Love
Executive Vice President - Finance and Administration
and Chief Financial Officer
(201) 703-3400
MEDICAL MANAGER CORPORATION CALLS ITS
SUBORDINATED DEBENTURES FOR REDEMPTION
ELMWOOD PARK, NJ, JANUARY 31, 2000 - Medical Manager Corporation
(NASDAQ: MMGR) announced today it has 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
are convertible into Medical Manager Corporation 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 p.m., New York City time, on 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 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 debentures,
including accrued interest of $25.00.
Arrangements have been made with Warburg Dillon Read LLC to
purchase from the Company all of the shares of common stock that otherwise would
have been issuable upon conversion of the $159,388,000 aggregate principal
amount of the debentures that are either (i) duly surrendered for redemption or
(ii) not duly surrendered for conversion by February 14, 2000, the Conversion
Expiration Date, or for redemption by February 15, 2000, the Redemption Date.
The Company has filed a registration statement today, January
31, 2000, with the Securities and Exchange Commission related to these shares of
common stock but the registration statement has not yet become effective. The
Company intends to mail a notice of redemption to all holders of record when the
registration statement is declared effective by the Securities and Exchange
Commission. The shares of common stock may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
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Medical Manager's common stock is listed on the Nasdaq
National Market. The closing price of the common stock quoted on January 28,
2000 on the Nasdaq National Market was $76 3/4 per share.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company. This offering
will be made only by means of a prospectus that complies with the applicable
securities laws.
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