<PAGE> 1
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
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): July 29, 1998
Medaphis Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 000-19480 58-1651222
(State or other jurisdiction of incorporation) Commission File Number (IRS Employer Identification
Number)
</TABLE>
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: 4
Total Number of Pages: 7
- -------------------------------------------------------------------------------
<PAGE> 2
Item 5. Other Events.
On July 29, 1998, the Registrant issued a press release announcing the naming of
Allen W. Ritchie, then President and Chief Operating Officer of the Registrant,
as President and Chief Executive Officer. Mr. Ritchie also joined the Board of
Directors of the Registrant. David E. McDowell is to continue as Chairman of the
Board.
The Registrant also announced that Wayne A. Tanner, a partner at Arthur
Andersen, LLP, had been elected as Executive Vice President and Chief Financial
Officer, both effective as of September 1, 1998, and that James W. FitzGibbons
had been promoted to Controller and Chief Accounting Officer of the Registrant
effective immediately. A copy of the press release is included as Exhibit 99.1
to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by the Registrant on
July 29, 1998.
2
<PAGE> 3
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: August 3, 1998
MEDAPHIS CORPORATION
By: /s/ Allen W. Ritchie
-----------------------------
Allen W. Ritchie
President and Chief Executive
Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER PAGE NO
- -------------- -------
<S> <C>
EX-99.1 Press Release issued by the
Registrant on July 29, 1998.............................5
</TABLE>
4
<PAGE> 1
EXHIBIT 99.1
Medaphis News
FOR IMMEDIATE RELEASE
MEDIA CONTACTS: INVESTOR CONTACT:
Andrew Dod/Susan Plunkett Caryn S. Dickerson
Crescent Communications Medaphis Corporation
(404) 287-2000 (770) 444-5357
[email protected] [email protected]
[email protected]
ALLEN RITCHIE NAMED MEDAPHIS CEO AND BOARD MEMBER;
DAVE MCDOWELL TO CONTINUE AS CHAIRMAN
-- Wayne Tanner of Arthur Andersen LLP appointed CFO; Jim FitzGibbons promoted
to Controller and Chief Accounting Officer --
ATLANTA - (JULY 29, 1998) - Medaphis Corporation [NASDAQ: MEDA] announced today
that as part of the strategic business plan adopted by the company, Allen W.
Ritchie, 40, currently president and chief operating officer, has been named
president and chief executive officer and has been elected to the board of
directors, effective immediately. David E. McDowell will remain chairman of the
company. In late 1996, McDowell, then a member of the Medaphis board of
directors, agreed to serve as chairman and CEO to stabilize the company and
establish an experienced management team to address the significant issues then
facing Medaphis. The company also announced the appointment of Wayne A. Tanner,
a partner with Arthur Andersen LLP, with 21 years of financial and strategic
consulting and corporate finance experience, as its chief financial officer.
"We are pleased with the progress we have made in the past 18 months," McDowell
said. "Today, Medaphis has a detailed operating strategy, a management team
comprised of professionals who have proven their ability to drive
growth-oriented, customer-focused strategies, and a commitment to customer
satisfaction. We have dramatically strengthened our accounting and control
systems and made tremendous progress on the litigation front. While there is
still much work to do, these accomplishments helped us gain confidence in the
underlying strength of our people, our products and our markets. Since joining
the company in
---MORE---
<PAGE> 2
MEDAPHIS NEWS RELEASE
Page 2 of 3
January, Allen has been working to refine the focus of Medaphis and has been a
driving force behind the implementation of our current business plan. The
company's progress in clearly defining its strategic direction is the direct
result of the exceptional leadership and organizational skills Allen has
demonstrated since he joined Medaphis."
John C. Pope, a Medaphis Board member since 1997, said, "Today's announcement
underscores the Board's confidence in the strategic direction and management of
the company as well as recognizes the successful resolution of many of the
challenges that Medaphis has faced since 1996. Given Allen's record of
accomplishments and his contributions at Medaphis, we agreed with Dave that it
was appropriate to take this step at this time. We are fortunate to have Allen
lead the company into the future and to have Dave continue as chairman."
Prior to joining Medaphis, Ritchie served in various executive positions,
including president of Atlanta-based AGCO (NYSE: AG), an agricultural equipment
provider. During his tenure at AGCO, the company grew from $200 million to more
than $3 billion in revenue through a series of successful acquisitions and
internal growth. Ritchie also served on the Board of Directors of AGCO and as a
member of its Strategic Planning Committee. Allen resides in Atlanta, is married
and has three children.
"Supported by strong and effective directors, Dave has been instrumental in
setting Medaphis back on course," said Ritchie. "His foresight and determination
to prepare for Medaphis' long term growth are responsible for getting the
company to where we are today. I look forward to building upon what Dave has so
effectively and successfully put in motion."
The company also announced that Wayne A. Tanner, 43, a partner in the Atlanta
office of Arthur Andersen, has been appointed chief financial officer, effective
September 1, 1998. Tanner earned a B.B.A. in Accounting and Business Law and a
Masters of Business Administration from the University of Georgia. He joined
Arthur Andersen after graduating and has been a
--MORE--
<PAGE> 3
MEDAPHIS NEWS RELEASE
Page 3 of 3
partner in their Atlanta office since 1990. Tanner will succeed Mark P.
Colonnese, the former chief financial officer.
"Having known Wayne for more than 10 years and working closely with him at
Arthur Andersen, I am very pleased to add him to the talented management team we
have assembled. His extensive skills in corporate finance and his experience
with major public companies are precisely what Medaphis needs as it enters the
next phase of our strategic plan," commented Ritchie.
In a separate action, the company announced the promotion of James W.
FitzGibbons to controller and chief accounting officer, effective immediately.
Prior to joining Medaphis in September 1995, FitzGibbons spent five years in
accounting and advisory services at Arthur Andersen.
"Jim's assistance was absolutely critical to re-establishing trust in our
accounting systems, enhancing management accountability and controls and
establishing clarity in our financial statements," said Ritchie. "This promotion
completes the senior financial team at Medaphis comprised of Wayne Tanner, Jim
FitzGibbons and Caryn Dickerson, our treasurer."
ABOUT MEDAPHIS CORPORATION
Medaphis is a leader in delivering healthcare information, products and
services, together with enabling technologies in selected industries. Based in
Atlanta, Georgia, Medaphis currently services approximately 20,000 physicians
and 2,700 hospitals across the nation and more than 100 systems integration
customers in service industries such as communications, energy, high tech and
government.
# # #
Editor's Note: Further information on Medaphis is available on the World Wide
Web at www.Medaphis.com.
Medaphis is a registered trademark of Medaphis Corporation.