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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): November 24, 1999
PER-SE TECHNOLOGIES, INC.
(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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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
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 4
Total Number of Pages: 6
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Item 5. Other Events.
On November 24, 1999, the Registrant announced that its stockholders
have approved a one-for-three reverse stock split of the Registrant's common
stock. A copy of the press release announcing the reverse stock split is filed
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 November 24, 1999.
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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: November 24, 1999
PER-SE TECHNOLOGIES, INC.
By: /s/ ALLEN W. RITCHIE
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Allen W. Ritchie
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION OF EXHIBITS
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99.1 Press Release issued by the Registrant on November 24, 1999.
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EXHIBIT 99.1
PER-SE TECHNOLOGIES, INC.
2840 Mt Wilkinson Parkway
Suite 300
Atlanta, Georgia 30339
(770) 444-5300
FOR IMMEDIATE RELEASE
INVESTOR CONTACT:
Joanne L. Voorhees
Vice President, Corporate Communications
877/73 PER-SE
[email protected]
PER-SE TECHNOLOGIES STOCKHOLDERS APPROVE 1-FOR-3
REVERSE STOCK SPLIT
ATLANTA - (November 24, 1999) - Per-Se Technologies, Inc. [Nasdaq: PSTID] today
announced that stockholders approved a proposal by the Company's board of
directors to effect a reverse one-for-three stock split. The reverse split is
effective immediately, and Per-Se Technologies stock will commence trading on a
post-split basis today.
"The approval by our stockholders to effect the reverse stock split will enable
us to bring the number of shares outstanding to a level more consistent with
companies of our size," said Allen W. Ritchie, president and chief executive
officer. "Additionally, this action should allow the Company to maintain
compliance with the National Market listing requirements of the Nasdaq Stock
Market and raise the share price to a level that appeals to a broader range of
investors."
The reverse split will reduce the number of shares of the Company's common
stock outstanding to approximately 30 million from approximately 90 million
currently. The stock will trade on the Nasdaq National Market with a ticker
symbol of PSTID for the next 30 days, designating that the stock has recently
split.
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PER-SE NEWS RELEASE
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Stockholders of Per-Se common stock on the close of business on November 23,
1999 will receive instructions on the exchange of old stock certificates for
new Per-Se Technologies, Inc. shares. Stockholders should not submit
certificates for exchange until they receive the instructions, which will be
sent by American Stock Transfer & Trust Company (AST), Per-Se's exchange agent.
No fractional shares will be issued as a result of the reverse split, and
stockholders will receive a cash payment in lieu of any fractional shares.
ABOUT PER-SE TECHNOLOGIES
Per-Se Technologies, Inc. [Nasdaq: PSTID] is a global leader in
delivering comprehensive business management services, financial and clinical
software solutions, and Internet-enabled connectivity. Per-Se Technologies
enables integrated delivery systems and physician practices to optimize the
quality of care delivered and profitability of business operations
simultaneously. The leading provider of business management services to
physicians, Per-Se supports 18,000 physicians and 2,000 healthcare
organizations. Ranked the third largest HIT and services company worldwide,
Atlanta-based Per-Se processes more than 80 million healthcare claims annually
and its solutions manage 20 million patient lives online. Additional
information is available at http://www.per-se.com.
This Press Release contains statements that constitute "forward-looking
statements" within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities Litigation Reform
Act of 1995. "Forward-looking" statements contained in this Press Release
include the intent, belief or current expectations of the Company and members
of its senior management team with respect to the Company's future business
operations as well as the assumptions upon which such statements are based.
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 contemplated by
the forward-looking statements in this Press Release include, but are not
limited to, adverse developments with respect to the operation of the Company's
business units and failure to maintain compliance with the National Market
listing requirements of the Nasdaq Stock Market. Additional factors that would
cause actual results to differ materially from those contemplated within this
Press Release can also be found in the Company's Safe Harbor Compliance
Statement filed as Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999.
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