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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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 29, 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) 444-5300
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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: 4
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Total Number of Pages: 6
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THIS CURRENT REPORT ON FORM 8-K/A IS BEING FILED AS A RESULT OF THE
COMPANY'S RESTATEMENT OF ITS FINANCIAL STATEMENTS FOR THE THREE MONTHS AND YEAR
ENDED DECEMBER 31, 1995 AND AS OF MARCH 31, 1996 AND JUNE 30, 1996. TO THE
EXTENT THIS AMENDED FILING IS INCONSISTENT WITH THE COMPANY'S CURRENT REPORT
ON FORM 8-K DATED MAY 29, 1996 (THE "ORIGINAL FILING"), THE ORIGINAL FILING IS
HEREBY SUPERSEDED AND AMENDED. TO THE EXTENT THE ORIGINAL FILING IS UNAFFECTED
BY THE RESTATEMENT, THE ORIGINAL FILING HAS NOT BEEN UPDATED OR CORRECTED TO
REFLECT EVENTS OCCURRING SUBSEQUENT TO THE DATE OF THE ORIGINAL FILING.
This Form 8-K/A contains statements which may constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Those statements include statements regarding the
intent, belief or current expectations of Medaphis Corporation and members of
its management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements. Important factors
currently known to management that could cause actual results to differ
materially from those in forward-looking statements are set forth in the Safe
Harbor Compliance Statement included as Exhibit 99 to the Form 10-Q filed on
November 14, 1996, and are hereby incorporated herein by reference. The Company
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time.
Item 5. Other Events.
The Supplemental Quarterly Consolidated Statements of Operations (as
restated) appear herein as Exhibit 99.1, and have been prepared to give
retroactive effect to the merger of RipSub, Inc., a Georgia corporation and a
wholly owned subsidiary of Medaphis Corporation, a Delaware corporation
("Medaphis"), with and into Rapid Systems Solutions, Inc., a Maryland
corporation, and the merger of BSGSub, Inc., a Delaware corporation and a
wholly owned subsidiary of Medaphis, with and into BSG Corporation, a Delaware
corporation.
Medaphis has restated its supplemental consolidated financial
statements for the three months and year ended December 31, 1995. The
restatement results primarily from a software licensing agreement entered into
by Imonics Corporation, a wholly owned subsidiary of Medaphis, in
December 1995 for which Medaphis recognized associated license fee revenue in
1995. Subsequent to the issuance of Medaphis' 1995 supplemental quarterly
consolidated statements of operations in the Company's Current Report on Form
8-K dated May 29, 1996, management discovered unauthorized correspondence which
created a contingency for the license fee payable under this agreement. Such
contingency precluded recognition of license fee revenue in 1995 associated
with this agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Supplemental Quarterly Consolidated Statements of
Operations (as restated) as described in Item 5 of this
Form 8-K/A.
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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, thereunto duly authorized.
Date: January 10, 1997
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance,
Chief Financial Officer and
Assistant Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page No.
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<S> <C> <C>
99.1 Supplemental Quarterly Consolidated 6
Statements of Operations (As Restated)
</TABLE>
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EXHIBIT 99.1
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MEDAPHIS CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS (AS RESTATED)
(unaudited, in thousands except per share data)
<TABLE>
<CAPTION>
QUARTERLY PERIOD ENDING
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MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
1995 1995 1995 1995 1996
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(As restated)
<S> <C> <C> <C> <C> <C>
Revenue $130,367 $137,298 $139,053 $140,988 $159,869
Salaries and wages 74,811 77,978 81,114 86,154 88,963
Other operating expenses 29,027 33,760 34,553 34,804 38,618
Depreciation 3,376 3,697 3,483 3,790 4,917
Amortization 3,522 3,664 3,773 3,794 4,023
Interest expense, net 3,931 2,348 2,426 1,712 2,242
Restructuring and other charges 31,750 - 14,000 9,200 150
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Total expenses 146,417 121,447 139,349 139,454 138,913
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Income (loss) before income taxes (16,050) 15,851 (296) 1,534 20,956
Income taxes (8,932) 6,362 2,025 4,032 8,613
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Net income (loss) (7,118) 9,489 (2,321) (2,498) 12,343
Pro forma adjustments, principally income
taxes (3,874) (340) 365 966 354
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Pro forma net income (loss) $(10,992) $ 9,149 $(1,956) $(1,532) $ 12,697
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Pro forma income (loss) per common
share $ (0.23) $ 0.14 $ (0.04) $ (0.03) $ 0.18
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Weighted average shares outstanding 47,704 63,112 54,466 54,838 69,164
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</TABLE>
Notes: 1 The accompanying unaudited supplemental quarterly consolidated
statements of operations (as restated) are included for information
purposes only. For additional information, the reader may wish to
refer to the Company's Current Report on Form 8-K/A dated June 29,
1996 filed on November 14, 1996, the Company's Current Report on Form
8-K/A-2 dated June 29, 1996 filed on January 10, 1997, the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 filed on November 14, 1996, the Company's Current
Report on Form 8-K/A dated February 8, 1996 filed on January 10,
1997, the Company's Current Report on Form 8-K/A dated March 13, 1996
filed on January 10, 1997, the Company's Current Report on Form 8-K/A
dated April 3, 1996 filed on January 10, 1997, the Company's Current
Report on Form 8-K/A dated May 6, 1996 filed on January 10, 1997, the
Company's Current Report on Form 8-K/A dated June 29, 1996 filed on
January 10, 1997, the Company's Quarterly Report on Form 10-Q/A for
the quarterly period ended March 31, 1996 filed on January 10, 1997,
the Company's Quarterly Report on Form 10-Q/A for the quarterly
period ended June 30, 1996 filed on January 10, 1997, and the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1995 filed on January 10, 1997.
2 The Company has restated its unaudited supplemental quarterly
consolidated statements of operations for the three months ended
December 31, 1995 and as of March 31, 1996. The restatement results
primarily from a software licensing agreement entered into by Imonics
Corporation, a wholly owned subsidiary of the Company, in December
1995 for which the Company recognized associated license fee revenue
in 1995. Subsequent to the issuance of the Company's 1995 unaudited
supplemental quarterly consolidated statements of operations in the
Company's Current Report on Form 8-K dated May 29, 1996, management
discovered unauthorized correspondence which created a contingency for
the license fee payable under this agreement. Such contingency
precluded recognition of license fee revenue in 1995 associated with
the agreement. The previously recognized license fee revenue and
certain other adjustments, previously considered immaterial and not
recorded, are included as part of the restatement adjustments to the
Company's previously reported results of operations and financial
position. The significant effects of the restatement are as follows:
<TABLE>
<CAPTION>
As Previously As
Reported Restated
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For the three months ended December 31, 1995:
Revenue. . . . . . . . . . . . . . . . . . . $145,414 $140,988
Salaries and wages . . . . . . . . . . . . . 84,111 86,154
Other operating expenses . . . . . . . . . . 33,374 34,804
Income before income taxes . . . . . . . . . 10,074 1,534
Net income (loss). . . . . . . . . . . . . . 2,626 (2,498)
Pro forma net income (loss). . . . . . . . . 3,592 (1,532)
Pro forma net income (loss) per common share .06 (.03)
</TABLE>
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