<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
PER-SE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
Per-Se Letterhead
November 4, 1999
Dear Stockholder:
You are cordially invited to attend an important Special Meeting of the
stockholders of Per-Se Technologies, Inc. (f/k/a Medaphis Corporation) (the
"Company") to be held on Tuesday, November 23, 1999, at 10:00 a.m., at the
offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia 30309.
At the Special Meeting, you will be asked to consider and vote upon a
proposal to effect a one-for-three reverse stock split of the Company's common
stock. The proposal is described in detail in the enclosed Proxy Statement,
which I encourage you to read carefully.
The Board of Directors of the Company has determined that the proposed
reverse stock split is in the best interests of the Company and its stockholders
and has unanimously approved the proposal. The Board recommends that you vote
FOR the proposal.
It is important that your shares be represented at the Special Meeting
either in person or by proxy. Whether or not you plan to attend the Special
Meeting, I urge you to vote your proxy as soon as possible. Please vote in one
of these ways:
- Follow the telephone voting instructions printed on the enclosed proxy
card; or
- Complete, sign and date the enclosed proxy card and return it in the
enclosed postage-paid envelope.
If you attend the Special Meeting, you may vote in person if you wish, even
if you have previously voted by telephone or mail. Your prompt cooperation will
be greatly appreciated.
Sincerely,
/s/ ALLEN W. RITCHIE
Allen W. Ritchie
President and Chief Executive Officer
<TABLE>
<S> <C>
Per-Se Technologies, Inc. 770/444-5300
2840 Mt. Wilkinson Parkway 877/73 PER-SE toll free
Atlanta, Georgia 30339 www.per-se.com
</TABLE>
<PAGE> 3
Per-Se Letterhead
PER-SE TECHNOLOGIES, INC.
2840 MT. WILKINSON PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
---------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 23, 1999
---------------------
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Per-Se
Technologies, Inc. (f/k/a Medaphis Corporation) (the "Company") will be held on
Tuesday, November 23, 1999, at 10:00 a.m., at the offices of Alston & Bird LLP,
One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309, for the
following purposes:
(1) To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to effect a one-for-three reverse stock split
of the Company's common stock, $.01 par value; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
November 1, 1999, as the record date for the determination of stockholders
entitled to receive notice of, and to vote at, the meeting and any adjournment
thereof.
Your attention is directed to the Proxy Statement submitted with this
Notice.
By Order of the Board of Directors,
/s/ RANDOLPH L.M. HUTTO
Randolph L. M. Hutto
Executive Vice President,
General Counsel and
Secretary
Atlanta, Georgia
November 4, 1999
PLEASE VOTE PROMPTLY BY TELEPHONE OR BY RETURNING THE ENCLOSED PROXY CARD,
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY VOTED
BY TELEPHONE OR MAIL.
<PAGE> 4
PER-SE TECHNOLOGIES, INC.
2840 MT. WILKINSON PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 23, 1999
November 4, 1999
The enclosed form of proxy is solicited by the Board of Directors (the
"Board") of Per-Se Technologies, Inc. (f/k/a Medaphis Corporation) (the
"Company"), which has its principal executive offices at 2840 Mt. Wilkinson
Parkway, Suite 300, Atlanta, Georgia 30339, for use at a special meeting of
stockholders to be held on November 23, 1999, at 10:00 a.m. at the offices of
Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta,
Georgia 30309, and any adjournment thereof. When a proxy is properly executed
and returned, or properly completed via the telephone, the shares it represents
will be voted as directed at the meeting and any adjournment thereof or, if no
direction is indicated, such shares will be voted in favor of the proposed
reverse stock split which is described herein and in the notice of the special
meeting of stockholders attached hereto. Any stockholder giving a proxy has the
power to revoke it at any time before it is voted. Revocation of a proxy is
effective upon receipt by the Secretary of the Company of either (i) an
instrument revoking such proxy or (ii) a duly executed proxy bearing a later
date. Furthermore, if a stockholder attends the meeting and elects to vote in
person, any previously executed proxy is thereby revoked.
Only stockholders of record as of the close of business on November 1, 1999
(the "Record Date"), will be entitled to vote at the special meeting. As of that
date, the Company had outstanding 88,724,301 shares of common stock, $.01 par
value ("Common Stock"). Each share of Common Stock is entitled to one vote. No
cumulative voting rights are authorized and appraisal rights for dissenting
stockholders are not applicable to the matter being proposed. It is anticipated
that this proxy statement ("Proxy Statement") and the accompanying proxy will
first be mailed to stockholders on or about November 4, 1999.
Votes cast by proxy or in person at the special meeting will be tabulated
by the inspector of elections appointed for the meeting who will also determine
whether a quorum is present for the transaction of business. The Company's
Amended and Restated By-laws, as amended (the "By-laws"), provide that a quorum
is present if the holders of a majority of the issued and outstanding stock of
the Company entitled to vote at the meeting are present in person or represented
by proxy. Abstentions will be counted as shares that are present and entitled to
vote for purposes of determining whether a quorum is present, and thus will have
the effect of a vote against the proposed reverse stock split, which requires
the affirmative vote of a majority of the votes cast by the stockholders of
Common Stock present in person or by proxy and entitled to vote thereon. Shares
held by nominees for beneficial owners will also be counted for purposes of
determining whether a quorum is present if the nominee has the discretion to
vote on the proposed reverse stock split and even though the nominee may not
exercise discretionary voting power with respect to other matters and voting
instructions have not been received from the beneficial owner (a "broker
non-vote"). Abstentions may be specified on the proposed reverse stock split.
Broker non-votes will not be counted as votes for or against matters presented
for stockholder consideration.
PROPOSAL TO EFFECT A ONE-FOR-THREE REVERSE STOCK SPLIT
GENERAL
The Board has approved and recommends to the stockholders that they approve
a proposal to amend the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") to effect a reverse stock
split in which every three (3) issued and outstanding shares of the Common
Stock, $.01 par
<PAGE> 5
value, of the Company (the "Old Common Stock") shall be automatically and
without further action of the stockholders converted into and reconstituted as
one (1) issued and outstanding share of Common Stock, $.01 par value, of the
Company (the "New Common Stock"). This proposed amendment is referred to herein
as the "Reverse Stock Split." If the proposed amendment is approved by the
stockholders, the Certificate of Incorporation will be amended as set forth in
the form of Certificate of Amendment of Amended and Restated Certificate of
Incorporation attached hereto as Exhibit A (the "Amendment"). The effective date
of the Reverse Stock Split will be the date on which the Amendment is filed with
the Secretary of State of the State of Delaware (the "Effective Date"). The
Board may make any changes to the Amendment that it deems necessary or
appropriate in order to cause the Amendment to be accepted for filing with the
Delaware Secretary of State and give to effect to the Reverse Stock Split. It is
anticipated that the Effective Date will be on or about November 23, 1999.
EFFECTS OF THE REVERSE STOCK SPLIT
The Certificate of Incorporation, as amended to date, provides that the
Company has the authority to issue an aggregate of 220,600,000 shares of stock,
consisting of 200,000,000 shares of Common Stock, $.01 par value, 88,724,301 of
which were issued and outstanding as of the Record Date (all of them being
shares of Old Common Stock); 600,000 shares of Non-Voting Common Stock, $.01 par
value, none of which were issued or outstanding as of the Record Date; and
20,000,000 shares of Preferred Stock, no par value, none of which were issued or
outstanding as of the Record Date.
If effected, the Reverse Stock Split will reduce the number of issued and
outstanding shares of Old Common Stock from 88,724,301 as of the Record Date to
approximately 29,574,767 shares of New Common Stock as of the Effective Date.
(The foregoing assumes no issuances or repurchases of Common Stock between the
Record Date and the Effective Date.) The Reverse Stock Split will have no effect
on the aggregate number of shares of stock that the Company is authorized to
issue, no effect on the number of authorized shares of the Common Stock or any
other class of capital stock, and no effect on the par value of such stock, and
each share of New Common Stock will continue to entitle its holder to one vote.
As of the Record Date, in addition to the 88,724,301 shares of Old Common
Stock outstanding, the Company had (i) an aggregate of 14,359,314 shares of Old
Common Stock reserved for issuance upon the exercise of options granted under
the Company's stock option plans, (of which options to purchase an aggregate of
9,891,478 shares of Old Common Stock were outstanding), (ii) an aggregate of
5,909,523 shares of Old Common Stock issuable upon exercise of outstanding
warrants, and (iii) 269,281 shares of Old Common Stock reserved for sale under
the Company's employee stock purchase plan (the "ESPP"). The Company's stock
option plans, all of the outstanding warrants, and the ESPP each include
provisions for adjustment in the number of shares covered thereby and/or
adjustment of the conversion or exercise prices thereof, in the event of a
reverse stock split. Therefore, if the Reverse Stock Split is approved, on the
Effective Date there will be (i) an aggregate of 4,786,438 shares of New Common
Stock reserved for issuance upon exercise of options granted under the Company's
stock option plans, (ii) an aggregate of 1,969,841 shares of New Common Stock
issuable upon exercise of outstanding warrants, and (iii) 89,760 shares of New
Common Stock reserved for sale under the ESPP.
The Reverse Stock Split will not affect any stockholder's proportionate
equity interest or proportional voting power in the Company, except for those
stockholders who will receive cash in lieu of fractional shares, as described
below. None of the rights currently accruing to holders of the Company's Common
Stock, or to holders of options or warrants to purchase Common Stock or to
participants in the ESPP will be affected by the Reverse Stock Split.
The reduction in the number of issued and outstanding shares of Common
Stock to result from the Reverse Stock Split is expected to increase the market
price of the Common Stock to a level above the current market trading price.
While the Board believes that the shares of Common Stock will trade at higher
prices than those which have prevailed in the recent past, there can be no
assurance that such increase in the trading price will occur or, if it does
occur, that it will equal or exceed the direct arithmetical result of the
Reverse Stock Split since there are numerous factors and contingencies which
could affect such price.
2
<PAGE> 6
Another result of the Reverse Stock Split will be to decrease the number of
shares held by some stockholders to less than 100 shares, the sale of which
would not constitute the sale of a "round lot." Consequently, those stockholders
may incur additional brokerage costs if and when they sell their shares.
BACKGROUND AND REASONS FOR THE REVERSE STOCK SPLIT
The Company has sold a number of non-core businesses that were previously
acquired by issuing shares of the Company's Common Stock. The Company has also
recorded substantial charges relating to a reduction in the amount of goodwill
associated with a number of previous acquisitions made with the Company's
shares. The Board believes that the Reverse Stock Split would serve to adjust
the Company's capital structure to a structure more appropriate for the
Company's present size and which would more accurately reflect the assets
acquired with stock.
A number of the Company's peer group companies have market capitalization
in line with that of the Company but generally have less than 30 million shares
outstanding, as compared to the almost 90 million shares that the Company has
outstanding. The Board believes that the Reverse Stock Split would more closely
align the Company's capital structure with that of its peer group, which the
Board believes is a more appropriate capital structure than the Company's
current structure.
The Board believes that the Reverse Stock Split could result in a broader
market for its Common Stock than the current market. The Common Stock has traded
for some period at below $5.00 per share. Many institutional investors are
unwilling or unable due to investment restrictions to invest in companies whose
stock trades at less than $5.00 per share. Many stockbrokers are subject to
internal restrictions on their ability to recommend stocks trading at less than
$5.00 per share because of a general presumption that such stocks may be highly
speculative. In addition, stocks trading at less than $5.00 per share may not be
marginable under the internal policies of some investment firms. The Reverse
Stock Split is anticipated to result in a price increase for the Common Stock
relieving, to some extent, the effect of such limitations on the market for the
Common Stock. The expected increase in trading price may also encourage interest
and trading in the Common Stock and possibly promote greater liquidity for the
Company's stockholders.
The Company's Common Stock is currently listed on the Nasdaq National
Market. Nasdaq has notified the Company that, because the Company's Common Stock
trades at below $5.00 per share, the Common Stock is out of compliance with the
minimum bid price requirement applicable to the Company for the continued
listing of the Common Stock on the Nasdaq National Market. Nasdaq has also
indicated that the continued listing of the Common Stock on the Nasdaq National
Market is under review and that a decision by Nasdaq is likely to be issued in
December 1999. While action may be taken earlier, the Board expects that the
Company has until that time to either meet the minimum bid price requirement,
file an appeal with Nasdaq, or make an application to have the Common Stock
traded on the Nasdaq SmallCap Market or some other exchange. If the Common Stock
price does not regain compliance with the minimum bid price requirement, and the
Company fails to implement available alternatives, including failing to make an
application for listing on the Nasdaq SmallCap Market, then the Common Stock may
be de-listed from the Nasdaq National Market. Such a result could adversely
impact the liquidity of the Common Stock.
The Board believes that, in addition to the other significant business
reasons to effect the Reverse Stock Split, the Reverse Stock Split represents
the best alternative available to the Company to meet the Nasdaq National Market
continued listing requirement with respect to the minimum bid price. If
effected, the Reverse Stock Split will reduce the number of shares of Common
Stock issued and outstanding. The Board expects that such reduction will result
in an increase in the market price of the Common Stock to a level above the
current market price and in excess of the minimum price for continued listing.
As a result, the Board believes that the Reverse Stock Split will allow the
Common Stock to regain compliance with the Nasdaq National Market continued
listing requirement. However, since there are numerous factors and contingencies
that could affect the market price of the Common Stock, there can be no
assurance that such increase in market price will occur, or, if it occurs, that
compliance with the Nasdaq continued listing requirements will be maintained
over the long-term.
3
<PAGE> 7
MECHANICS OF REVERSE STOCK SPLIT
If the Reverse Stock Split is approved by the Company's stockholders, upon
the Effective Date every three (3) issued and outstanding shares of Old Common
Stock shall be automatically and without further action of the stockholders
converted into and reconstituted as one (1) issued and outstanding share of New
Common Stock.
As soon as practical after the Effective Date, the Company will cause a
letter of transmittal to be forwarded to each holder of record of shares of Old
Common Stock outstanding as of the Effective Date. The letter of transmittal
will set forth instructions for the surrender of certificates representing
shares of Old Common Stock to the Company's transfer agent, American Stock
Transfer & Trust Company (the "Exchange Agent"), in exchange for certificates
representing the number of whole shares of New Common Stock into which the
shares of Old Common Stock have been converted as a result of the Reverse Stock
Split. CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE EXCHANGE AGENT
BEFORE RECEIPT OF SUCH LETTER OF TRANSMITTAL FROM THE COMPANY.
Until a stockholder forwards a completed letter of transmittal, together
with certificates representing such stockholder's shares of Old Common Stock to
the Exchange Agent and receives in return a certificate representing shares of
New Common Stock, such stockholder's Old Common Stock shall be deemed equal to
the number of whole shares of New Common Stock to which such stockholder is
entitled as a result of the Reverse Stock Split.
No scrip or fractional share certificates evidencing shares of Common Stock
will be issued in connection with the Reverse Stock Split. If a stockholder is
entitled to a fractional interest in a share, such stockholder will receive cash
in lieu thereof (without interest), in an amount equal to three (3) times such
fractional share of Common Stock multiplied by the closing price of the Common
Stock on the Nasdaq National Market on the last business day prior to the
Effective Date. The Company will deposit sufficient cash with the Exchange Agent
for the purchase of such fractional interests. Stockholders are encouraged to
surrender their Old Common Stock certificates to the Exchange Agent for
certificates evidencing whole shares of New Common Stock and to claim the sums,
if any, due them for fractional interests as promptly as possible following the
Effective Date. No holder shall be entitled to dividends, voting rights or any
other rights as a stockholder with respect to any fractional shares. No service
charge will be payable by stockholders to the Exchange Agent in connection with
the exchange of certificates or the issuance of cash for fractional interests;
all such costs will be paid by the Company.
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT
The following is a summary of the material anticipated federal income tax
consequences of the Reverse Stock Split to stockholders of the Company. This
summary is based on the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury Department Regulations issued pursuant
thereto (the "Regulations"), and published rulings and court decisions in effect
as of the date hereof, all of which are subject to change. This summary does not
take into account possible changes in such laws or interpretations, including
amendments to the Code, applicable statutes, Regulations and proposed
Regulations or changes in judicial or administrative rulings, some of which may
have retroactive effect. No assurance can be given that any such changes will
not adversely affect the substance of this summary.
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Stock Split and IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. In
particular, and without limiting the foregoing, this summary does not consider
the federal income tax consequences to stockholders of the Company in light of
their individual investment circumstances or to holders subject to special
treatment under the federal income tax laws (for example, life insurance
companies, regulated investment companies and foreign taxpayers). In addition,
this summary does not address any consequence of the Reverse Stock Split under
any state, local or foreign tax laws. As a result, it is the responsibility of
each stockholder to obtain and rely on advice from such stockholder's personal
tax advisor as to: (i) the effect on such stockholder's personal tax situation
of the Reverse Stock Split, including the application and effect of state, local
and foreign income and other tax laws;
4
<PAGE> 8
(ii) the effect of possible future legislation and Regulations; and (iii) the
reporting of any information required in connection with the Reverse Stock Split
on such stockholder's own tax returns.
No ruling from the Internal Revenue Service nor opinion of counsel will be
sought or obtained regarding the federal income tax consequences to the
stockholders of the Company as a result of the Reverse Stock Split. ACCORDINGLY,
EACH STOCKHOLDER IS ENCOURAGED TO CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH
STOCKHOLDER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN
INCOME AND OTHER TAX LAWS.
The Company believes that the Reverse Stock Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Code. As a result, no gain
or loss will be recognized by the Company or its stockholders in connection with
the Reverse Stock Split. A stockholder of the Company exchanging Old Common
Stock solely for New Common Stock will recognize no gain or loss for federal
income tax purposes (except to the extent of any cash received in lieu of
fractional shares of New Common Stock). Cash payments in lieu of fractional
shares of New Common Stock should be treated as if the fractional shares were
issued to the stockholder and then redeemed by the Company for cash. A
stockholder receiving such payment should recognize gain or loss equal to the
difference, if any, between the amount of cash received and the stockholder's
basis in the fractional share (determined as provided below).
Such gain or loss will be capital gain or loss if the shares are held as a
capital asset at the time of the Reverse Stock Split, the payment of cash in
lieu of the fractional share is a mere mechanical rounding off of fractions and
not separately bargained for consideration, and the payment is "not essentially
equivalent to a dividend" with respect to the stockholder under the federal
income tax law. For this purpose, a payment is not essentially equivalent to a
dividend if it results in a "meaningful reduction" in the stockholder's
percentage interest in the Company, taking into account the constructive
ownership rules and redemptions of the fractional shares from all the
stockholders. The Internal Revenue Service has ruled publicly that any reduction
in the percentage interest of a small minority stockholder in a publicly-held
corporation who exercises no control over corporate affairs should constitute a
meaningful reduction; provided, however, if this ruling does not apply, the cash
payment for the fractional shares may be taxed as a dividend payment.
A stockholder's aggregate tax basis in such stockholder's shares of New
Common Stock received from the Company will be the same as such stockholder's
aggregate tax basis in the Old Common Stock exchanged therefor, less any portion
of such basis allocated to fractional shares for which a cash payment was
received. The holding period of the New Common Stock received by such
stockholder will include the period during which the Old Common Stock
surrendered in exchange therefor was held, provided all such Common Stock was
held as a capital asset on the date of the exchange.
ACCOUNTING EFFECTS OF THE REVERSE STOCK SPLIT
Following the Effective Date, in order to reflect the reduction in the
number of issued and outstanding shares of Common Stock resulting from the
Reverse Stock Split, the Company will transfer from its stated capital account
to its paid-in capital account an amount equal to $.01 per share (the par value)
of Common Stock so reduced by the Reverse Stock Split. Stockholders' equity will
remain unchanged.
VOTE REQUIRED
The proposed Reverse Stock Split will be approved upon receiving the
affirmative vote of holders of a majority of the shares present or represented
by proxy and entitled to vote at the meeting. Proxies will be voted in
accordance with the specifications marked thereon, and if no specification is
made on a proxy that is properly executed and returned, will be voted "FOR" the
proposed Reverse Stock Split.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL
OF THE PROPOSAL TO EFFECT A ONE-FOR-THREE REVERSE STOCK SPLIT
5
<PAGE> 9
MANAGEMENT COMMON STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of Common Stock, as of October 21, 1999, by (i) each of the Company's
directors, (ii) the Company's "named executive officers" (as hereinafter
defined) and (iii) such directors and all executive officers as a group. Under
Item 402(a)(3) of Regulation S-K under the Securities Act of 1933, as amended,
the term "named executive officers" means (i) all individuals serving as the
Company's Chief Executive Officer or acting in a similar capacity during the
last completed fiscal year, regardless of compensation level; (ii) the Company's
four (4) most highly compensated executive officers other than the Chief
Executive Officer who were serving as executive officers at the end of the last
completed fiscal year; and (iii) up to two (2) additional individuals for whom
disclosure would have been provided pursuant to clause (ii) but for the fact
that such individuals were not serving as executive officers of the Company at
the end of the last completed fiscal year.
<TABLE>
<CAPTION>
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
- ---- ------------ ----------
<S> <C> <C>
Roderick M. Hills........................................... 5,000(2) *
David R. Holbrooke.......................................... 76,500(3) *
David E. McDowell........................................... 678,750(4) *
Kevin E. Moley.............................................. -- --
John C. Pope................................................ 40,200(5) *
Allen W. Ritchie............................................ 416,668(6) *
C. Christopher Trower....................................... 10,100(7) *
Randolph L. M. Hutto........................................ 202,667(8) *
Philip M. Pead.............................................. 215,002(9) *
Wayne A. Tanner............................................. 150,667(10) *
All executive officers and directors as a group (10
persons).................................................. 1,795,554 2.02%
</TABLE>
- ---------------
* Beneficial ownership represents less than 1% of the outstanding Common
Stock.
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or to direct the
voting of such security, or "investment power," which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities which that person has the
right to acquire within sixty (60) days. Under these rules, more than one
person may be deemed to be a beneficial owner of the same securities and a
person may be deemed to be a beneficial owner of securities as to which he
has no economic or pecuniary interest. Except as set forth in the footnotes
below, the persons named above have sole voting and investment power with
respect to all shares of Common Stock shown as being beneficially owned by
them.
(2) All shares are owned through a limited partnership, the Hills Family Trust.
Includes 2,000 shares that are not currently outstanding, but which may be
acquired under the Company's Non-Employee Director Stock Option Plan (the
"Director Plan").
(3) Includes 1,500 shares held in a bank account for the benefit of Dr.
Holbrooke's son, a minor. Also includes 14,000 shares that are not
currently outstanding, but which may be acquired under the Director Plan.
(4) Includes 208,750 shares that are not currently outstanding, but which may
be acquired upon the exercise of stock options granted under a Company
employee stock option plan; does not include 210,000 shares that may be
acquired under a Company employee stock option plan which are subject to an
accelerated vesting schedule based on appreciation in the market value of
the Common Stock.
(5) Includes 5,200 shares that are not currently outstanding, but which may be
acquired under the Director Plan.
(6) Includes 316,668 shares that are not currently outstanding, but which may
be acquired under a Company employee stock option plan.
(7) Includes 5,000 shares held by a family member, for which Mr. Trower
disclaims beneficial ownership. Also includes 4,400 shares that are not
currently outstanding, but which may be acquired under the Director Plan.
6
<PAGE> 10
(8) Includes 10,000 shares held by Mr. Hutto in a 401(k) plan. Also includes
191,667 shares that are not currently outstanding, but which may be
acquired under a Company employee stock option plan.
(9) Includes 5,000 shares held by a family member. Also includes 205,002 shares
that are not currently outstanding, but which may be acquired under a
Company employee stock option plan.
(10) Includes 116,667 shares that are not currently outstanding, but which may
be acquired under a Company employee stock option plan.
PRINCIPAL STOCKHOLDERS
The table below sets forth certain information as of October 21, 1999
concerning each person known to the Board to be a "beneficial owner," as such
term is defined by the rules of the Securities and Exchange Commission, of more
than 5% of the outstanding shares of the Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED(1) OF CLASS
- ---------------- ------------------ --------
<S> <C> <C>
Basil P. Regan and Regan Partners, L. P.(2)................. 9,905,500 11.16%
6 East 43rd St., New York, New York 10017
The Canopy Group, Inc.(3)................................... 8,086,205 9.11%
899 W. Center Street, Orem, Utah 84057
Joseph L. Harrosh(4)........................................ 4,978,600 5.61%
40900 Grimmer Blvd., Fremont, California 94538
</TABLE>
- ---------------
(1) See Note (1) under "Management Common Stock Ownership."
(2) Includes 4,900,000 shares beneficially owned by Regan Partners, L.P. The
information regarding Basil P. Regan and Regan Partners, L. P. is given in
reliance upon a Schedule 13G/A filed by such stockholders on October 20,
1999 with the Securities and Exchange Commission.
(3) Includes 8,086,205 shares as to which The Canopy Group, Inc. (f/k/a NFT
Ventures, Inc.) ("Canopy") has shared voting and shared investment power.
The information regarding Canopy is given in reliance upon a Schedule 13G
filed by Canopy on June 3, 1999 with the Securities and Exchange Commission.
(4) The information regarding Joseph L. Harrosh is given in reliance upon a
Schedule 13G filed by such stockholder on April 1, 1999 with the Securities
and Exchange Commission.
OTHER MATTERS
As of the date of this Proxy Statement, the Board knows of no other matters
to be brought before the meeting. However, if any other matters should come
before the meeting, the persons named in the proxy will vote such proxy in
accordance with their judgment.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally or by
telephone, facsimile or mail by one or more employees of the Company. The
Company also may reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy material to
their principals who are beneficial owners of the Company's Common Stock.
RANDOLPH L. M. HUTTO
Executive Vice President,
General Counsel and Secretary
November 4, 1999
7
<PAGE> 11
EXHIBIT A
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF PER-SE TECHNOLOGIES, INC.
Per-Se Technologies, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The amendment (the "Amendment") to the Corporation's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") is as
set forth below:
a. The first sentence of Article FOURTH of the Certificate of
Incorporation is deleted and replaced with the following:
"The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 220,600,000, consisting of
200,000,000 shares of Common Stock, $.01 par value (herein called "Common
Stock"), 600,000 shares of Non-Voting Common Stock, $.01 par value (herein
called "Non-Voting Common Stock"), and 20,000,000 shares of Preferred
Stock, no par value (herein called "Preferred Stock"). Upon the Effective
Date (as defined below), every three (3) issued and outstanding shares of
Common Stock, $.01 par value (herein called "Old Common Stock"), shall be
automatically and without any action on the part of the stockholders
converted into and reconstituted as one (1) share of Common Stock, $.01 par
value (herein called "New Common Stock"), subject to the treatment of
fractional interests as described below. Each holder of a certificate or
certificates which, immediately prior to this Certificate of Amendment of
Amended and Restated Certificate of Incorporation becoming effective
pursuant to the General Corporation Law of the State of Delaware (the
"Effective Date"), represented outstanding shares of the Old Common Stock
shall be entitled to receive a certificate for the number of shares of New
Common Stock they own by presenting their old certificate(s) to the
Corporation's transfer agent for cancellation and exchange. No scrip or
fractional certificates will be issued. Each holder of shares shall be
entitled to receive in lieu of fractional shares, a cash payment from the
Corporation determined by multiplying three (3) times such fractional share
of Common Stock by the closing price of the Common Stock on the Nasdaq
National Market on the last business day prior to the Effective Date."
2. The Amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
3. The Amendment shall become effective upon the filing of this Certificate
in the Office of the Secretary of State of the State of Delaware.
4. The undersigned officer of the Corporation hereby acknowledges that the
foregoing is the act and deed of the Corporation and that the facts stated
herein are true.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed and acknowledged this 23rd day of November 1999.
PER-SE TECHNOLOGIES, INC.
Allen W. Ritchie
President and Chief Executive Officer
<PAGE> 12
PER-SE TECHNOLOGIES, INC.
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS ON NOVEMBER 23, 1999
The undersigned hereby appoints ALLEN W. RITCHIE and WAYNE A. TANNER, and
each of them, proxies, with full power of substitution and resubstitution, for
and in the name of the undersigned, to vote all shares of stock of Per-Se
Technologies, Inc. which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders to be held on Tuesday, November
23, 1999, at 10:00 a.m., at the offices of Alston & Bird LLP, One Atlantic
Center, 1201 West Peachtree Street, Atlanta, Georgia 30309, and at any
adjournment thereof, upon the matter described in the accompanying Notice of
Special Meeting of Stockholders and Proxy Statement, receipt of which is hereby
acknowledged, and upon any other business that may properly come before the
meeting or any adjournment thereof. Said proxies are directed to vote on the
matter described in the Notice of Special Meeting and Proxy Statement as
follows, and otherwise in their discretion upon such other business as may
properly come before the meeting or any adjournment thereof.
Proposal:
(1) To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to effect a one-for-three reverse stock
split of the Company's Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued, and to be signed, on the other side)
(Continued from other side)
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE
PROXY WILL BE VOTED FOR THE PROPOSAL LISTED ON THE OTHER SIDE OF THIS PROXY.
Dated , 1999
-------------------
------------------------------
------------------------------
Please sign exactly as your
name or names appear hereon.
Where more than one owner is
shown above, each should sign.
When signing in a fiduciary or
representative capacity,
please give full title. If
this proxy is submitted by a
corporation, it should be
executed in the full corporate
name by a duly authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. IF YOU ATTEND
THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY.
