SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
September 19, 1996 (September 10, 1996)
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Date of Report (Date of earliest event reported)
PHYSICIAN COMPUTER NETWORK, INC.
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(Exact name of registrant as specified in charter)
New Jersey
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(State or other jurisdiction of incorporation)
0-19666
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(Commission File Number)
22-2485688
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(IRS Employer Identification No.)
1200 The American Road
Morris Plains, New Jersey 07950
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(Address of principal executive officers)
(201) 490-3100
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(Registrant's telephone number, including area code)
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ITEM 2. Acquisition or Disposition of Assets
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On September 10, 1996, the Registrant acquired Wismer-
Martin, Inc. a Washington corporation ("Wismer-Martin"), pursuant
to the Agreement and Plan of Merger, dated June 20, 1996, by and
among the Registrant, Wismer-Martin and Northwest Acquisition
Corp., a Washington corporation which is a wholly-owned
subsidiary of the Registrant ("Merger Sub"). The acquisition was
structured as a merger of Merger Sub with and into Wismer-Martin
(the "Merger"), with Wismer-Martin being the surviving
corporation of the Merger and a wholly-owned subsidiary of the
Registrant.
The Merger is valued at approximately $11,345,000.
Such amount consists of an aggregate of $1,980,000 in cash and
935,000 shares of common stock of the Registrant. The funds
required for the Merger came from the Registrant's cash on hand.
Wismer-Martin, based in Mead, Washington, is a provider
of practice management systems and healthcare information
systems.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(b) Pro Forma Financial Information
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At the time of the filing of this Current Report on
Form 8-K, it was impracticable for the Registrant to provide the
required pro forma financial information with respect to the
acquired business. The Registrant will file such required pro
forma financial information under cover of Form 8-K/A as soon as
practicable, but not later than 60 days following the date of
this Report.
(c) Exhibits.
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Exhibit 1 -- Press Release dated September 11, 1996.
Exhibit 2 -- Agreement and Plan of Merger, dated June
20, 1996, by and among Physician Computer Network, Inc., Wismer-
Martin, Inc. and Northwest Acquisition Corp. (Filed as Exhibit 1
to the Registrant's Current Report on Form 8-K dated June 25,
1996 and incorporated herein by reference.)
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SIGNATURE
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 thereunto duly
authorized.
PHYSICIAN COMPUTER NETWORK, INC.
(REGISTRANT)
Date: September 19, 1996 By:/s/ John F. Mortell
John F. Mortell
Executive Vice President
and Chief Operating Officer
EXHIBIT 1
FOR IMMEDIATE RELEASE
September 11, 1996
PHYSICIAN COMPUTER NETWORK, INC.
AND WISMER-MARTIN, INC.
COMPLETE ACQUISITION TRANSACTION
Morris Plains, New Jersey (September 11, 1996) - Physician Computer
Network, Inc. (Nasdaq: PCNI) and Wismer-Martin, Inc. (OTC: WSMM)
announced today that they have closed the previously announced
acquisition of Wismer-Martin by PCN.
The announcement follows the June 21, 1996, announcement that
Wismer-Martin and PCN had signed a definitive agreement regarding
the acquisition. The shareholders of Wismer-Martin received an
aggregate of approximately $1,980,000 in cash and 935,000 shares of
common stock of PCN.
Wismer-Martin, based in Mead, Washington, is a leading provided of
practice management systems and healthcare information systems.
Physician Computer Network develops, markets and supports medical
practice management software designed to link its current installed
based of approximately 90,000 office-based physicians with
hospitals, clinical laboratories, managed care providers, Blue
Cross/Blue Shield plans and Medicare and Medicaid intermediaries.
For More Information on Physician Computer Network, Inc., at no
charge via fax, Please call 1-800-PRO-INFO, and Enter Code #173, or
Stock Ticker Symbol - PCNI
