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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): December 17, 1999
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 000-19480 58-1651222
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
</TABLE>
2840 MT. WILKINSON PARKWAY
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 2. Acquisition or Disposition of Assets.
On December 17, 1999, the Registrant completed the sale (the "Sale") to
J3 Technology Services Corp. ("J3") of the remaining operations of Impact
Innovations Group. The Sale was consummated in accordance with the terms of a
Stock Purchase Agreement dated November 4, 1999, as amended to reflect the
conversion of those operations to the form of a limited liability company. The
Sale represents the completion by the Registrant of the disposition of its
non-core operations.
The consideration paid to the Registrant in connection with the Sale
was $45 million in cash, subject to certain adjustments. The total consideration
paid in the Sale was determined through arm's length negotiations between
representatives of the Registrant and J3. Neither the Registrant, nor any of its
affiliates had, nor, to the knowledge of the Registrant, did any director or
officer or any associate of any such director or officer of the Registrant have,
any material relationship with J3 prior to the Sale.
Impact Innovations Group provides information technology solutions and
consulting services, including Internet application development and systems
integration services. The Registrant divested Impact's commercial division
earlier this year.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Stock Purchase Agreement dated as of November 4, 1999, among J3
Technology Services Corp., Impact Innovations Holdings, Inc., Impact
Innovations Government Group, Inc. and the Registrant (incorporated by
reference to Exhibit 2.3 to Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
99.1 Press Release issued by the Registrant on December 20, 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: December 27, 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
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
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2.1 Stock Purchase Agreement dated as of November 4, 1999,
among J3 Technology Services Corp., Impact Innovations
Holdings, Inc., Impact Innovations Government Group,
Inc. and the Registrant (incorporated by reference to
Exhibit 2.3 to Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999).
99.1 Press Release issued by the Registrant on December 20,
1999.
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EXHIBIT 99.1
[Per-Se LOGO]
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 COMPLETES SALE OF REMAINING
OPERATIONS OF IMPACT INNOVATIONS
ATLANTA - (December 20, 1999) - Per-Se Technologies, Inc. [Nasdaq: PSTID], a
leading provider of software, business management services and Internet-enabled
connectivity for the healthcare industry, today announced that it has completed
the sale of the remaining operations of Impact Innovations Group to J3
Technology Services Corporation, an Atlanta-based information technology
solutions provider.
Impact Innovations Group provides information technology solutions and
consulting services, including Internet application development and systems
integration services. The Company divested Impact's commercial division earlier
this year.
"Our goal was to complete the divestiture of non-core operations by the end of
this year," said Allen W. Ritchie, president and chief executive officer. "We're
very pleased that we can now focus solely on expanding our leadership position
in providing business management services, application software and e-commerce
solutions to healthcare providers."
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PER-SE NEWS RELEASE
Page 2 of 2
The Company also announced that it has completed the sale of a portion of its
emergency medicine billing services operations in Jacksonville, Florida, to
Healthcare Business Resources, Inc., a subsidiary of PhyAmerica Physician Group,
Inc. The billing services operations sold include those operations providing
services to Sterling Healthcare Group, which was acquired by PhyAmerica
Physician Group in July 1999. Per-Se Technologies will continue to serve
non-PhyAmerica clients from its Jacksonville office, with a focus on expanding
its emergency medicine practice.
"This transaction is a result of our ongoing profit improvement initiatives. We
expect it to have an immediate positive effect on our operating results," Allen
Ritchie stated.
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. 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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