SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 23, 1997
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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 its 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 0790
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(Address of principal executive offices)
(201) 490-3100
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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The Registrant's Current Report on Form 8-K dated September 23, 1997 is
amended to (i) delete Item 2 in its entirety, (ii) delete Items 7(a) and 7(b) in
their entirety and (iii) add an Item 5 reading in its entirety as follows:
Item 5. Other Events
On September 23, 1997, Physician Computer Network, Inc., a New Jersey
corporation (the "Registrant"), acquired Printed Products Group, Inc., a
Delaware corporation (the "Company"), pursuant to an Agreement and Plan of
Merger dated September 23, 1997 (the "Merger Agreement"), by and among the
Registrant, Gordon Romer (the "Shareholder"), the Company, and Solion Corp., a
Delaware corporation and a wholly-owned subsidiary of the Registrant (the
"Merger Sub"). The acquisition was structured as a forward merger of Company
with and into the Merger Sub (the "Merger"), with the Merger Sub being the
surviving corporation of the Merger and a wholly-owned subsidiary of the
Registrant.
The Merger is valued at $6,250,000 (the "Merger Consideration"), of
which $3,125,000 was paid in cash and $3,125,000 was paid by delivery of 450,990
shares of the Registrant's Common Stock, par value of $.01 per share. The cash
portion of the Merger Consideration was paid with the Registrant's cash on hand.
In order to secure the Shareholder's indemnification obligations to the
Registrant under the Merger Agreement, the Registrant and the Shareholder
entered into a Pledge Agreement, pursuant to which the Shareholder pledged
144,316 shares of Common Stock of the Registrant.
In connection with the Merger, the Registrant and the Shareholder
entered into a Registration Rights Agreement. The Registration Rights Agreement
gives the Shareholder certain demand and piggyback registration rights with
respect to its shares of Common Stock of the Registrant. Expenses relating to
registrations (other than selling expenses and commissions) will generally be
payable by the Registrant.
The Registrant and the Shareholder also entered into an Employment
Agreement pursuant to which the Shareholder will serve as a Senior Vice
President of the Registrant and as President of the Merger Sub.
The Company is a provider of printed products and computer supplies
primarily to the healthcare industry.
The foregoing descriptions of the Merger Agreement, Pledge Agreement,
Registration Rights Agreement and Employment Agreement, and the transactions
contemplated thereby, do not purport to be complete and are qualified in their
entirety by reference to each of such agreements, a copy of which is attached
hereto.
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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: October 22, 1997 By: \s\ John F. Mortell
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John F. Mortell
Executive Vice President
and Chief Operating Officer
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