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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A-2
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 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)
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THIS CURRENT REPORT ON FORM 8-K/A-2 IS BEING FILED T0 SUPPLEMENT THE
COMPANY'S CURRENT REPORT ON FORM 8-K/A DATED JUNE 29, 1996 WHICH WAS 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 JUNE 29, 1996 OR THE COMPANY'S CURRENT REPORT
ON FORM 8-K/A DATED JUNE 29, 1996 (THE "PREVIOUS FILINGS"), THE PREVIOUS
FILINGS ARE HEREBY SUPERSEDED AND AMENDED. TO THE EXTENT THE PREVIOUS FILINGS
ARE UNAFFECTED BY THE RESTATEMENT, THE PREVIOUS FILINGS HAVE NOT BEEN UPDATED
OR CORRECTED TO REFLECT EVENTS OCCURRING SUBSEQUENT TO THE DATES OF THE
PREVIOUS FILINGS.
This Form 8-K/A-2 contains statements which may constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1934, 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 of the Company's Current Report on Form 8-K/A dated June 29,
1996 and filed on November 14, 1996 is hereby deleted in its entirety and
replaced with the following:
ITEM 5. OTHER EVENTS.
Effective June 29, 1996, Medaphis Corporation, a Delaware
corporation ("Medaphis"), acquired Health Data Sciences Corporation, a Delaware
corporation ("HDS"), in a merger transaction (the "HDS Merger") pursuant to the
terms of the HDS Merger Agreement (the "HDS Merger Agreement"), dated as of May
23, 1996, by and among Medaphis, HDS and HDSSub, Inc., a Georgia corporation
and a wholly owned subsidiary of Medaphis ("HDSSub"). In the HDS Merger,
HDSSub merged with and into HDS with HDS surviving such HDS Merger as a wholly
owned subsidiary of Medaphis.
The HDS Merger has been accounted for as a pooling of interests.
Generally accepted accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling of interests
method in financial statements that do not include the date of consummation.
The restated supplemental consolidated financial statements for Medaphis have
been prepared to give retroactive effect to the HDS Merger on June 29, 1996 and
appear herein as Exhibit 99.1.
Medaphis has restated its supplemental consolidated financial
statements for the three months and year 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
Medaphis ("Imonics"), in December 1995 for which Medaphis recognized associated
license fee revenue in 1995. Subsequent to the issuance of Medaphis' 1995
supplemental consolidated financial statements in the Company's Current Report
on Form 8-K dated June 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.
The supplemental consolidated financial statements do not extend
through the date of consummation. However, they will become the historical
consolidated financial statements of Medaphis after financial statements
covering the date of consummation of the business combination are issued.
In addition, the Selected Supplemental Consolidated Financial Data,
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Medaphis and Supplemental Quarterly Consolidated Statements of
Income (Loss) have been prepared to give retroactive effect to the HDS Merger
and restatement and appear herein as Exhibits 99.2, 99.3 and 99.4, respectively.
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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.
MEDAPHIS CORPORATION
By:/s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance,
Chief Financial Officer and
Assistant Secretary
Date: January 10, 1997
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