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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 6, 1996
Medaphis Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-19480
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(Commission File Number)
58-1651222
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(IRS Employer Identification Number)
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 319-3300
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 6
Total Number of Pages: 10
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Item 2. Acquisition or Disposition of Assets.
Medaphis Corporation, a Delaware corporation ("Medaphis"), acquired
all of the outstanding capital stock of BSG Corporation, a Delaware corporation
("BSG"), in a merger transaction (the "Merger") on May 6, 1996. The Merger was
consummated in accordance with the terms of that certain Merger Agreement (the
"Merger Agreement"), dated as of March 15, 1996, by and among Medaphis, BSG and
BSGSub, Inc., a Delaware corporation and a wholly owned subsidiary of Medaphis
("BSGSub"). Under the Merger Agreement, BSGSub was merged with and into BSG
with BSG surviving the Merger.
The aggregate consideration paid by Medaphis in connection with the
Merger was approximately 7.5 million shares of Medaphis common stock. In
addition, Medaphis assumed BSG stock options representing approximately 2.3
million additional shares of Medaphis common stock. The total consideration
paid in the Merger was determined through arm's length negotiations between
representatives of Medaphis and BSG. Neither Medaphis, BSGSub, nor any of
their affiliates had, nor to the knowledge of Medaphis or BSGSub did any
director or officer or any associate of any such director or officer of
Medaphis or BSGSub have, any material relationship with BSG prior to the
Merger.
Each outstanding share of BSG common stock (other than treasury shares
and shares held by stockholders who perfected their appraisal rights under
Delaware law) was exchanged into .23 of a share of Medaphis common stock in
the Merger. Medaphis filed a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
covering the shares of Medaphis common stock issued in connection with the
Merger.
BSG, headquartered in Austin, Texas, provides information technology
and change management services to organizations seeking to transform their
operations through the strategic use of client/server and other advanced
technologies.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The following BSG Consolidated Financial Statements, together
with the independent auditors' reports thereon, are filed as
Exhibit 99.1:
(i) Consolidated Balance Sheets as of December 31, 1995
and 1994;
(ii) Consolidated Statements of Operations for the years
ended December 31, 1995, 1994 and 1993;
(iii) Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1995, 1994 and 1993;
(iv) Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993; and
(v) Notes to Consolidated Financial Statements.
(b) The Unaudited Pro Forma Combined Financial Information of the
Registrant as of and for the three years ended December 31,
1995 and the notes thereto, are filed as Exhibit 99.2.
(c) Exhibits
2.1 Merger Agreement among Medaphis Corporation, BSGSub, Inc. and
BSG Corporation, dated as of March 15, 1996 (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, File No. 333-2506. The Exhibits and
Disclosure Letters which are referenced in the table of
contents and elsewhere in the Merger Agreement are hereby
incorporated by reference. Such Exhibits and Disclosure
Letters have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon
request.).
2.2 Certificate of Merger, as filed by BSG on May 6, 1996, with
the Secretary of State of Delaware.
4.1 Form of Registration Rights Agreement among Medaphis, NFT
Ventures, Inc. and NP Ventures, Ltd. (incorporated by
reference to Exhibit 4.17 to the Registrant's Registration
Statement on Form S-4, File No. 333-2506).
23.1 Consent of Price Waterhouse LLP.
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99.1 Consolidated Financial Statements for BSG, as described in
Item 7(a) of this 8-K (incorporated by reference to Exhibit
99.4 of the Registrant's Form 8-K Current Report dated March
13, 1996).
99.2 Unaudited Pro Forma Combined Financial Statements, as
described in Item 7(b) of this 8-K (incorporated by reference
to Exhibit 99.3 of the Registrant's Form 8-K Current Report
dated March 13, 1996).
99.3 Text of Press Release of Medaphis Corporation, dated March 15,
1996 (incorporated by reference to Exhibit 99.2 of the
Registrant's Form 8-K Current Report dated March 13, 1996).
99.4 Text of Press Release of Medaphis Corporation, dated May 7,
1996.
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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.
Date: May 20, 1996
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance &
Chief Financial Officer
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INDEX
<TABLE>
<CAPTION>
Exhibit Page No.
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<S> <C>
2.1 Merger Agreement among Medaphis Corporation, BSGSub, Inc. and
BSG Corporation, dated as of March 15, 1996 (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, File No. 333-2506. The Exhibits and
Disclosure Letters which are referenced in the table of
contents and elsewhere in the Merger Agreement are hereby
incorporated by reference. Such Exhibits and Disclosure
Letters have been omitted for purposes of this filing, but will
be furnished supplementally to the Commission upon request.).
2.2 Certificate of Merger, as filed by BSG on May 6, 1996, with
the Secretary of State of Delaware. 7
4.1 Form of Registration Rights Agreement among Medaphis, NFT
Ventures, Inc., and NP Ventures, Ltd. (incorporated by reference
to Exhibit 4.17 to the Registrant's Registration Statement
on Form S-4, File No. 333-2506).
23.1 Consent of Price Waterhouse LLP. 9
99.1 Consolidated Financial Statements for BSG, as described in
Item 7(a) of this 8-K (incorporated by reference to Exhibit
99.4 of the Registrant's Form 8-K Current Report dated March
13, 1996).
99.2 Unaudited Pro Forma Combined Financial Statements, as described
in Item 7(b) of this 8-K (incorporated by reference to Exhibit
99.3 of the Registrant's Form 8-K Current Report dated March 13,
1996).
99.3 Text of Press Release of Medaphis Corporation, dated March 15,
1996 (incorporated by reference to Exhibit 99.2 of the
Registrant's Form 8-K Current Report dated March 13, 1996).
99.4 Text of Press Release of Medaphis Corporation, dated May 7,
1996. 10
</TABLE>
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DELAWARE CERTIFICATE OF MERGER
OF
BSGSUB, INC.
WITH AND INTO
BSG CORPORATION
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The undersigned corporation, organized and existing under and by
virtue of the Delaware General Corporation Law (the "DGCL"), DOES HEREBY
CERTIFY:
1. BSGSub, Inc. ("BSGSub"), a Delaware corporation, is merging
with and into BSG Corporation ("BSG"), a Delaware corporation (the "Merger").
2. The Merger Agreement has been approved, adopted, certified,
executed and acknowledged by BSG and BSGSub, in accordance with Section 251(c)
of the DGCL.
3. BSG will be the surviving Delaware corporation following the
Merger, using the name "BSG Corporation."
4. The Restated Certificate of Incorporation of BSG will, as
amended pursuant to this Certificate of Merger, continue after the Merger as
the Certificate of Incorporation of the surviving corporation until thereafter
duly amended in accordance with its terms and the DGCL.
5. The executed Merger Agreement pursuant to which the Merger
is being consummated is on file at the principal place of business of the
surviving corporation. The address of the principal place of business of the
surviving corporation is c/o Medaphis Corporation, 2700 Cumberland Parkway,
Suite 300, Atlanta, Georgia 30339.
6. A copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
7. Article IV of BSG's Restated Certificate of Incorporation is
hereby amended to read in full as follows:
"The aggregate number of shares that the Corporation shall have
authority to issue is 1,000, all of which shall be shares of common
stock, par value $0.01 per share."
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IN WITNESS WHEREOF, BSG has caused its duly authorized
officer to execute and deliver this Certificate of Merger as of the
6th day of May, 1996.
BSG CORPORATION
By: /s/ Steven G. Papermaster
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Name: Steven G. Papermaster
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Title: Chairman, Chief Executive Officer
& President
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of Medaphis Corporation dated May 6, 1996 of our report dated January
31, 1996 relating to the consolidated financial statements of BSG Corporation
which appears on page F-2 of Exhibit 99.4 of the Form 8-K of Medaphis
Corporation dated March 13, 1996.
/s/PRICE WATERHOUSE LLP
Austin, Texas
May 21, 1996
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[MEDAPHIS LOGO]
Medaphis Corporation
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
FOR IMMEDIATE RELEASE
Contact: Michael R. Cote
Chief Financial Officer
Medaphis Corporation
(770) 319-3348
MEDAPHIS SUCCESSFULLY COMPLETES MERGER
WITH BSG CORPORATION
Atlanta, Georgia (May 7, 1996) - Medaphis Corporation (NASDAQ - MEDA) today
announced that it has successfully completed its merger with BSG Corporation
("BSG") in exchange for approximately 7.5 million shares of Medaphis common
stock and assumption by Medaphis of BSG stock options representing an
additional 2.3 million shares of Medaphis common stock.
Randolph G. Brown, Chairman and Chief Executive Officer of Medaphis noted,
"Over the past few years, BSG has focused on building the infrastructure
necessary to not only manage its growth, but also to manage the over 1,000
client/server-based technical staff who are now a part of the BSG group as a
result of this merger. Imonics, Rapid Systems Solutions and BSG create, we
believe, the largest specialty client/server IT services company in the
industry. This merger creates wonderful business opportunities for BSG and
Medaphis and we are delighted about future prospects."
Based in Atlanta, Georgia, Medaphis is a leading provider of business
management and information technology services primarily to the healthcare
industry.
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