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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): June 27, 1997
Medaphis Corporation
(Exact name of registrant as specified in its charter)
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DELAWARE 000-19480 58-1651222
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
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2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (770) 444-5300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 5
Total Number of Pages: 5
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Item 4. Changes in Registrant's Certifying Accountants.
On June 30, 1997, following a competitive review and request for
proposal process participated in by a number of nationally recognized accounting
firms (including the Registrant's present auditors), the Registrant notified
Deloitte & Touche LLP ("Deloitte & Touche") that Deloitte & Touche had been
dismissed as the Registrant's principal accountants and that the Registrant
intended to engage new principal accountants. This action was recommended by
the Audit Committee of the Registrant's Board of Directors (the "Board"), and
the Board approved such change on June 27, 1997.
The reports of Deloitte & Touche on the Registrant's financial
statements for the two fiscal years ended December 31, 1995 and 1996 do not
contain an adverse opinion or a disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles,
except that the report for the year ended December 31, 1996, dated March 31,
1997, included an unqualified opinion with an explanatory paragraph that states
Deloitte & Touche's conclusion that uncertainty then existed regarding the
ability of the Registrant to continue as a going concern due to a required
step-down in the Registrant's senior credit facility that was to occur by July
31, 1997. The Registrant, in fact, satisfied such required step-down in its
senior credit facility on May 28, 1997. During the December 31, 1995 and 1996
fiscal years and any subsequent interim period proceeding the date of
Registrant's change in auditors, there have been no disagreements with
Deloitte & Touche on any matter of accounting principles or practices,
financial statement disclosure or audit scope or procedure.
Deloitte & Touche has provided to senior management of the Registrant
a letter relating to the Company's internal control structure resulting from
Deloitte & Touche's audit of the Registrant's financial statements for the
year ended December 31, 1996. Such letter reflected Deloitte & Touche's view
that inadequate internal controls over the preparation of interim financial
information for each fiscal quarter of 1996 constituted a material weakness in
internal controls which resulted in certain errors and irregularities in the
financial information for such quarters. The Registrant previously disclosed
in its Form 10-K for its fiscal year ended December 31, 1996 such errors and
irregularities in its financial information for each fiscal quarter of 1996. In
connection with the issuance of Deloitte & Touche's audit report dated March
31, 1997 on the Registrant's financial statements for the year ended December
31, 1996 (which included the unqualified opinion and other statements discussed
above), the Registrant recorded all adjustments to its interim financial
statements deemed appropriate so that such interim financial statements, taken
as a whole, presented fairly in all material respects the Registrant's
financial position, results of operations, and cash flows for each interim
fiscal period during the fiscal year ended December 31, 1996 and in conformity
with generally accepted accounting principles. The Audit Committee of the Board
discussed the restatement of the Registrant's 1996 interim financial statements
with Deloitte & Touche. Subsequent to discovering the foregoing errors and
irregularities, the Registrant has taken certain actions designed to prevent
their reoccurrence. The Registrant has authorized Deloitte & Touche to respond
fully to the inquiries of the Registrant's new principal accountants
concerning the Registrant's system of internal controls with respect to the
preparation of interim financial information and the previously disclosed
restatement of the Registrant's interim financial results for fiscal 1996.
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The Registrant has requested that Deloitte & Touche furnish it with a
letter to the Securities and Exchange Commission stating whether or not Deloitte
& Touche agrees with the above statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
* (16) Letter from Deloitte & Touche
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* To be filed by Amendment.
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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: July 7, 1997
MEDAPHIS CORPORATION
By:/s/ Jerome H. Baglien
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Jerome H. Baglien
Senior Vice President,
Chief Financial Officer and
Assistant Secretary
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INDEX
* 16 Letter from Deloitte & Touche LLP
* To be filed by Amendment
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