MEDAPHIS CORP
8-K, 1998-08-03
MANAGEMENT SERVICES
Previous: PRESLEY COMPANIES /DE, SC 13D/A, 1998-08-03
Next: ADVISORS INNER CIRCLE FUND, 497, 1998-08-03



<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.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission