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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): August 16, 1999
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19480 58-1651222
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
2840 MT. WILKINSON PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 444-5300
MEDAPHIS CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 4
Total Number of Pages: 10
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Item 5. Other Events.
On August 16, 1999, the Registrant announced the change of its
corporate name from Medaphis Corporation to Per-Se Technologies, Inc. A copy of
the press release announcing the name change is filed as Exhibit 99.1 to this
Form 8-K. A copy of the Certificate of Ownership and Merger pursuant to which
the name change was effected under Delaware law is filed as Exhibit 99.2 to this
Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Registrant on August 16,
1999.
99.2 Certificate of Ownership and Merger merging Per-Se
Technologies, Inc. with and into the Registrant.
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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: August 16, 1999
MEDAPHIS CORPORATION
By: /s/ ALLEN W. RITCHIE
-------------------------------------
Allen W. Ritchie
President and Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
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<S> <C>
99.1 Press Release issued by the Registrant on August 16, 1999.
99.2 Certificate of Ownership and Merger merging Per-Se
Technologies, Inc. with and into the Registrant.
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EXHIBIT 99.1
medaphis(R)news Per-Se'(TM)
Technologies
MEDAPHIS CORPORATION
2840 Mt Wilkinson Parkway
Suite 300
Atlanta, Georgia 30339
(770) 444-5300
FOR IMMEDIATE RELEASE
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INVESTOR CONTACT: PUBLIC RELATIONS CONTACT:
Caryn Leshynski Angela Jenkins
(770) 444-5348 (770) 444-5266
[email protected] [email protected]
MEDAPHIS COMBINES THE OPERATIONS OF PHYSICIAN
SERVICES AND PER-SE TECHNOLOGIES TO CAPITALIZE ON
TECHNOLOGY STRENGTHS AND ENHANCE VALUE TO
HEALTHCARE PROVIDERS
__ COMBINATION RESULTS IN ONE OF THE MOST INTEGRATED, END-TO-END REVENUE
OPTIMIZATION SOLUTIONS AVAILABLE FOR HEALTHCARE PROVIDERS
__ THE COMPANY ADOPTS PER-SE TECHNOLOGIES, INC. AS NEW CORPORATE NAME
ATLANTA - (August 16, 1999) - Medaphis Corporation [Nasdaq:MEDA] announced
today that it is combining the operations of Medaphis Corporation and its two
core businesses, Medaphis Physician Services and Per-Se Technologies under the
Per-Se Technologies name. The reorganization and change in corporate identity
will enhance the value and depth of offerings to physician practices and
integrated delivery systems. Effective August 16th, Medaphis Corporation will
change its name to Per-Se Technologies, Inc. and trade on the Nasdaq National
Market under the ticker symbol "PSTI."
The new organization reflects the Company's strategic focus on expanding
its leading-edge technology solutions and business management services to create
the market's most integrated end-to-end revenue optimization solution for
healthcare providers. Revenue optimization in healthcare refers to providing the
appropriate level of cost-effective, quality care and obtaining the proper
reimbursement as quickly as possible.
--MORE--
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MEDAPHIS NEWS RELEASE
The combined business offers a unique portfolio of integrated SOFTWARE
SOLUTIONS, expert BUSINESS MANAGEMENT SERVICES and Internet-enabled
CONNECTIVITY; annual revenues of approximately $350 million; enterprise value
in excess of $500 million; and more than 6,400 employees and 186 offices. The
new Per-Se Technologies ranks as the third largest healthcare information
technology company worldwide based on 1998 revenues, with a customer base in
excess of 18,000 physicians and 2,000 healthcare organizations.
Allen W. Ritchie, president and chief executive officer said, "In today's
dynamic healthcare environment, quality patient care remains the number one
priority of healthcare providers. At the same time, managed care is forcing
providers to assume financial risk as never before. The new Per-Se Technologies
offers physician practices and integrated delivery systems leading-edge
solutions to improve the efficiency of their financial and clinical management
processes. Given the complexity of healthcare, this can't be done with
technology alone and the Internet by itself won't solve the problem. Our
competitive advantage is in our ability to provide an integrated solution -
experienced people, proven software and extensive connectivity."
The Company also announced that Philip M. Pead has been named executive
vice president and chief operating officer.
Ritchie commented, "In his new role, Phil will be responsible for the
combined operating functions. As former president of the Per-Se business unit,
Phil led the successful integration of the Company's six technology units. This
experience in addition to his extensive background in healthcare and technology
makes him uniquely qualified to manage this transition."
Combining the operations of Medaphis Physician Services and Per-Se
Technologies streamlines the organization, enhances its cross-selling
capabilities and optimizes its infrastructure investment. The new Per-Se
Technologies has 25 years of experience in delivering value-added products and
services to healthcare providers. The unique combination of integrated SOFTWARE
SOLUTIONS, expert BUSINESS MANAGEMENT SERVICES and Internet-enabled
CONNECTIVITY provides Per-Se Technologies with the right tools to address the
business of healthcare.
ABOUT PER-SE TECHNOLOGIES, INC.
Per-Se Technologies, Inc. [Nasdaq: PSTI] is a global leader in delivering
integrated financial and clinical software solutions, comprehensive business
management services, and Internet-enabled connectivity. Per-Se Technologies
enables integrated delivery systems and physician practices to simultaneously
optimize the quality of care delivered and profitability of business
operations. Ranked the third largest HIT and services company worldwide, Per-Se
Technologies supports more than 18,000 physicians and 2,000 healthcare
organizations, with solutions managing 20 million patient lives online.
Additional information is available at http://www.per-se.com.
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EXHIBIT 99.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PER-SE TECHNOLOGIES, INC.
WITH AND INTO
MEDAPHIS CORPORATION
(Pursuant to Section 253 of the Delaware General Corporation Law)
Medaphis Corporation (the "Company"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law,
DOES HEREBY CERTIFY:
FIRST: That the Company is incorporated pursuant to the Delaware
General Corporation Law.
SECOND: That the Company owns all of the outstanding shares of capital
stock of Per-Se Technologies, Inc., a Delaware corporation.
THIRD: That the Company, by the following resolutions of its Board of
Directors, duly adopted on August 11, 1999, determined to effect a merger of
Per-Se Technologies, Inc. with and into the Company (the "Merger"), with the
Company being the surviving corporation, on the conditions set forth in such
resolutions:
WHEREAS, the Board has determined that it is the best
interests of the Company and its stockholders for the Company's name be
changed to "Per-Se Technologies, Inc." by forming a wholly-owned
subsidiary, merging the subsidiary with and into the Company under
Section 253 of the Delaware General Company Law, and having the name of
the Company changed to "Per-Se Technologies, Inc." in the merger.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the
Company are authorized to form a wholly-owned Delaware subsidiary of
the Company having the name "Per-Se Technologies, Inc." (the
"Subsidiary");
FURTHER RESOLVED, that the officers of the Company are
authorized to merge the Subsidiary with and into the Company pursuant
to a Certificate of Ownership and Merger in substantially such form as
may be approved by any officer of the Company, as evidenced by such
officer's execution of such Certificate of Ownership and Merger;
FURTHER RESOLVED, that such Certificate of Ownership and
Merger shall be filed with the Secretary of State of the State of
Delaware as soon as practicable after the adoption of these
resolutions;
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FURTHER RESOLVED, that the terms of the merger of the
Subsidiary with and into the Company (the "Merger") shall be as
follows:
1. Merger. As of the Effective Time (as defined below), the Subsidiary
shall be merged with and into the Company, with the Company being the
surviving corporation. The surviving corporation as it shall exist
after the Effective Time shall be referred to hereinafter as the
"Surviving Corporation."
2. Effective Time. The Effective Time shall be 8:30 a.m., local time,
on Monday, August 16, 1999.
3. Conversion of Shares of the Subsidiary. At the Effective Time, each
of the shares of common stock of the Subsidiary then issued and
outstanding shall be cancelled and retired and shall cease to be
outstanding, and no shares of common stock or other securities of the
Surviving Corporation shall be issued in respect thereof.
4. Conversion of Shares of the Company. At the Effective Time, each
share of common stock of the Company presently issued and outstanding
shall remain outstanding as one fully paid and nonassessable share of
common stock of the Surviving Corporation.
5. Certificate of Incorporation. The Amended and Restated Certificate
of Incorporation of the Company as in effect at the Effective Time
shall be the Certificate of Incorporation of the Surviving Corporation
following the Effective Time unless and until the same shall be amended
or repealed in accordance with the provisions thereof; provided,
however, that as of the Effective Time the name of the Company shall be
changed to "Per-Se Technologies, Inc."
6. By-laws. The Amended and Restated By-laws of the Company as in
effect at the Effective Time shall be the By-laws of the Surviving
Corporation following the Effective Time unless and until the same
shall be amended or repealed in accordance with the provisions thereof.
7. Board of Directors and Officers. The members of the Board of
Directors and the officers of the Surviving Corporation immediately
after the Effective Time shall be those persons who were the members of
the Board of Directors and the officers, respectively, of the Company
immediately prior to the Effective Time, and such persons shall serve
in such offices, respectively, for the terms provided by law or in the
By-laws of the Surviving Corporation, or until their respective
successors are elected and qualified.
FURTHER RESOLVED, that as of the Effective Time the name of
the Company shall be changed to "Per-Se Technologies, Inc.";
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FURTHER RESOLVED, that the officers of the Company are
authorized to make appropriate arrangements for stock certificates
reflecting the new name of the Company, including the selection of a
new form of stock certificate and, if necessary in the event new stock
certificates are not available at the time of the name change, the
stamping of the new name of the Company on the Company's current form
of stock certificate (all in compliance with Nasdaq and other
applicable regulations);
FURTHER RESOLVED, that the officers of the Company are
authorized to make arrangements for a new corporate seal reflecting the
new name of the Company;
FURTHER RESOLVED, that the officers of the Company are
authorized and directed by and on behalf of the Company to prepare,
execute, deliver and file any and all other agreements, amendments,
certificates, instruments and documents of any nature whatsoever and to
take all such actions and to do all such things, as they, in their
discretion, deem to be necessary or desirable to effect the purpose and
intent of the above resolutions, including the preparation and delivery
of such other documents as may be required by Nasdaq in connection with
the name change; and
FURTHER RESOLVED, that any and all actions previously taken by
the Company or its officers in connection with the transactions
contemplated by these resolutions are hereby approved and ratified.
FOURTH: That the above resolutions have not been modified or rescinded
and are in full force and effect on the date hereof.
FIFTH: That upon the effective date and time of the Merger the name of
the surviving corporation shall be "Per-Se Technologies. Inc."
SIXTH: The Merger shall become effective at 8:30 a.m., local time, on
Monday, August 16, 1999.
[Signature on next page]
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IN WITNESS WHEREOF, Medaphis Corporation has caused this certificate to
be signed by its duly authorized officer this 11th day of August, 1999.
MEDAPHIS CORPORATION
By: /s/ ALLEN W. RITCHIE
-----------------------
Allen W. Ritchie
President and
Chief Executive Officer
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