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Filed pursuant to rule 424(b)(3)
Registration No. 333-94151
PROSPECTUS
333,331 Shares
PER-SE TECHNOLOGIES, INC.
Common Stock
The following stockholders may offer and sell up to 333,331 shares of our
common stock under this prospectus: Lori T. Caudill, William J. DeZonia, Carol
T. Shumaker, Alyson T. Stinson, James F. Thacker, James F. Thacker Retained
Annuity Trust and Paulanne H. Thacker Retained Annuity Trust. The selling
stockholders acquired these shares or warrants to purchase these shares from us
in connection with the settlement of various claims against us.
Of the 333,331 shares covered by this prospectus, 166,664 shares are
presently issued and outstanding and 166,667 shares have been reserved for
issuance pursuant to the exercise of warrants held by the selling stockholders.
Accordingly, the selling stockholders must first exercise those warrants and
acquire the underlying shares from us before they can resell those shares under
this prospectus. The warrants have an exercise price of $15.9375 per share, are
immediately exercisable and remain exercisable until June 25, 2004.
The selling stockholders may sell their shares of common stock through
public or private transactions at prevailing market prices or at privately
negotiated prices. See "Plan of Distribution." We will not receive any of the
proceeds from the sale of shares of common stock by the selling stockholders.
Our common stock is listed on the Nasdaq National Market under the symbol
"PSTI". On January 4, 2000, the last sale price of our common stock as reported
by Nasdaq was $7.75 per share.
Our principal executive offices are located at 2840 Mt. Wilkinson Parkway,
Atlanta, Georgia 30339-3632, and our telephone number is (770) 444-5300.
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THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is January 18, 2000
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TABLE OF CONTENTS
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PAGE
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Cautionary Notice Regarding Forward-Looking Statements...... 2
Risk Factors................................................ 3
The Company................................................. 7
Use of Proceeds............................................. 7
Selling Stockholders........................................ 8
Plan of Distribution........................................ 9
Legal Matters............................................... 10
Experts..................................................... 10
Additional Information...................................... 10
Incorporation of Certain Documents by Reference............. 11
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS INCLUDES STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF PER-SE TECHNOLOGIES AND MEMBERS OF PER-SE
TECHNOLOGIES' MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON 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 PER-SE TECHNOLOGIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE "RISK
FACTORS" SECTION OF THIS PROSPECTUS AND THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS AN EXHIBIT TO THE REPORTS FILED BY PER-SE
TECHNOLOGIES WITH THE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
INCORPORATED HEREIN BY REFERENCE. PER-SE TECHNOLOGIES UNDERTAKES NO OBLIGATION
TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS,
THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS
OVER TIME.
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RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks, including those described below. You should carefully consider
these risk factors, together with all of the other information included in this
prospectus, before you decide whether to purchase shares of our common stock.
OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.
We have a significant amount of indebtedness and, as a result, significant
obligations to make payments on our debt. If we are unable to make the required
debt payments, we could be required to reduce or delay capital expenditures,
sell certain of our assets, restructure or refinance our indebtedness, or seek
additional equity capital. Our ability to make payments on our debt obligations
will depend on our future operating performance, which will be affected by
certain conditions that are beyond our control.
Our substantial indebtedness could have important consequences to our
financial performance. For example:
- our ability to obtain additional financing in the future may be impaired;
- if a substantial portion of our cash flow from operations is dedicated to
the payment of debt, we may have reduced funds available for operations;
- the terms of our existing debt places restrictions on us, including our
ability to incur additional debt or pay dividends; and
- we may be more leveraged than our competitors, which may limit our
flexibility to respond to changes in the marketplace and may place us at
a competitive disadvantage.
WE ARE SUBJECT TO ONGOING LITIGATION AND A GOVERNMENT INVESTIGATION WHICH MAY
ADVERSELY AFFECT OUR BUSINESS.
We are involved in several lawsuits which may expose us to material loss
contingencies. These lawsuits include, but are not limited to, claims brought by
former shareholders of companies that we acquired. We have also received written
demands from customers and former customers that have not yet resulted in legal
action and may receive demands with respect to the operation of our business and
actions we have taken, including modifications made to a computerized coding
tool to assist in healthcare reimbursement used by one of our subsidiaries and
the transition from the computerized coding tool to manual coding. We are also
subject to a formal, non-public investigation by the Securities and Exchange
Commission into, among other things, trading and other issues relating to
restatements of our financial statements.
We may not be able successfully to defend any of these lawsuits. In
addition, other lawsuits may be filed and other government investigations may be
commenced against us. Existing or new lawsuits or new government investigations
could have a material adverse effect on us. The ongoing government investigation
against us may result in significant fines, damages or other penalties and the
Commission could require further restatements of our financial statements. The
investigation could have a material adverse effect on us. Also, in the event of
an adverse outcome with respect to pending lawsuits, there is the risk that our
insurance coverage may not fully cover any damages assessed against us. The
litigation with which we are involved (as well as future litigation) could have
a disruptive effect upon the operations of the business and consume the time and
attention of our senior management.
WE HAVE INCURRED SIGNIFICANT LOSSES IN RECENT YEARS.
We had losses in each of 1995, 1996, 1997, 1998 and 1999. Most of these
losses result from restructuring and other charges, litigation settlements,
intangible asset impairment and acquisition costs. We cannot assure you when or
if we will become profitable in the future.
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WE HAVE SUFFERED SIGNIFICANT SETBACKS IN RECENT YEARS AND MAY NOT BE ABLE TO
TURNAROUND SUCCESSFULLY.
We have suffered several setbacks in recent years, including:
- government investigations;
- the failure successfully to integrate acquired companies;
- restatements of our 1994, 1995, 1996 and interim 1997 financial
statements;
- the discontinuance of the operations of one of the businesses we
acquired;
- the abandonment of an extensive reengineering program that failed;
- a steep drop in the price of our common stock; and
- the filing of various lawsuits and claims against us.
As a result of these setbacks, we have been operating in what is commonly
described as a "turnaround" situation. In addition to risks associated with
"turnaround" situations, we face certain challenges more specific to our
operations, including:
- successfully integrating acquired companies;
- shifting our strategic focus from acquiring compatible businesses to
running our existing businesses efficiently and profitably;
- managing our customers' perceptions of our continued viability and
focusing on customer service;
- combating employee turnover;
- reducing costs and increasing efficiencies; and
- reevaluating the efficiency of our operations following our abandonment
of the reengineering initiative in 1996.
WE MAY NOT BE ABLE TO KEEP UP WITH CHANGES IN OUR INDUSTRY.
The markets for our software products and services are characterized by
rapidly changing technology, evolving industry standards and frequent new
product introductions. We may not be able to keep pace with changes in our
industry. Our success depends in part upon our ability to:
- enhance our existing products and services;
- introduce new products and services quickly and cost effectively;
- achieve market acceptance for new products and services; and
- respond to emerging industry standards and other technological changes.
Also, our competitors may develop competitive products that could adversely
affect our operating results. In addition, it is possible that:
- we will be unsuccessful in refining, enhancing and developing our
software and billing systems going forward;
- the costs associated with refining, enhancing and developing our software
and billing systems may increase significantly in the future; or
- our existing software and technology will become obsolete as a result of
ongoing technological developments in the marketplace.
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WE COULD LOSE CERTAIN CUSTOMERS IF WE ARE NOT SUCCESSFUL ON SEVERAL MAJOR CLIENT
PROJECTS.
Our client/server information technology business involves projects
designed to reengineer customer operations through the strategic use of imaging,
client/server and other advanced technologies. Failure to meet our customers'
expectations with respect to a major project could have the following
consequences:
- damage our reputation and standing in this marketplace;
- impairment of our ability to attract new client/server information
technology business;
- the payment of damages to a customer; and
- the inability to collect for services already performed on the project.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER MANAGEMENT SERVICES
COMPANIES.
The medical management services business is highly competitive. We compete
with national and regional physician and hospital reimbursement organizations
and collection businesses, national information and data processing
organizations, and physician groups and hospitals that provide their own
business management services. We are uncertain whether we can continue to
compete successfully with all of these competitors.
Potential industry and market changes that could adversely affect our
ability to compete for billing and collection business include:
- an increase in the number of managed care providers compared to
fee-for-service providers; and
- new alliances between healthcare providers and third-party payors in
which healthcare providers are employed by such third-party payors.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER INFORMATION TECHNOLOGY
COMPANIES.
The business of providing application software, information technology and
consulting services is also highly competitive. We compete with national and
regional companies in this regard. Certain of our competitors have longer
operating histories and greater financial, technical and marketing resources
than we do. We are uncertain whether we can continue to compete successfully
with these competitors.
OUR REVENUE AND OPERATIONS MAY BE ADVERSELY AFFECTED BY PRICING PRESSURES WHICH
ADVERSELY AFFECT OUR CUSTOMERS.
We believe that the revenue growth rate experienced by our healthcare
clients continues to be adversely affected by managed care pricing and declining
government reimbursement levels. At the same time, the process of submitting
healthcare claims for reimbursement to third-party payors in accordance with
applicable industry and regulatory standards grows in complexity and cost. We
believe that these trends have adversely affected and could continue to
adversely affect our customers' revenues and profitability and, therefore,
adversely affect us too.
CHANGES IN THE HEALTHCARE MARKETPLACE MAY DECREASE DEMAND FOR OUR BILLING
SERVICES.
In general, consolidation initiatives in the healthcare marketplace may
result in fewer potential customers for our services. Some of these types of
initiatives include:
- employer initiatives such as creating purchasing cooperatives, like HMOs;
- provider initiatives, such as risk-sharing among healthcare providers and
managed care companies through capitated contracts; and
- integration among hospitals and physicians into comprehensive delivery
systems.
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We believe that the continued consolidation of management and billing
services through integrated delivery systems could result in a decrease in
demand for our billing and collection services for particular physician
practices.
FUTURE INVESTIGATIONS OF HEALTHCARE BILLING AND COLLECTION PRACTICES MAY
ADVERSELY AFFECT OUR BUSINESS.
Our medical billing and collection activities are governed by numerous
federal and state civil and criminal laws. Federal and state regulators
increasingly use these laws to investigate healthcare providers and companies,
like us, that provide billing and collection services. In connection with these
laws:
- we may be subjected to federal or state government investigation and
possible civil or criminal fines;
- we may ultimately be required to defend a false claims action;
- we may be sued by private payors; or
- we may be excluded from Medicare, Medicaid and/or other government funded
healthcare programs.
We have been the subject of several federal investigations, and we may
become the subject of false claims litigation or additional investigations
relating to our billing and collection activities. Any such proceeding or
investigation could have a material adverse effect on our business.
The ownership and operation of hospitals is also subject to comprehensive
regulation by federal and state governments which may adversely affect hospital
reimbursement. This regulation could have an adverse effect on the operations of
hospitals in general, and consequently reduce the amount of our revenues related
to hospital clients. Current or future government regulations or healthcare
reform measures may have a material adverse effect upon our business.
OUR STOCK PRICE HAS BEEN VOLATILE AND COULD CONTINUE TO FLUCTUATE SUBSTANTIALLY.
Our common stock is listed on the Nasdaq National Market. The market price
of our common stock has been volatile and could fluctuate substantially, based
on a variety of factors, including the following:
- announcements relating to government investigations;
- our liquidity and financial resources;
- our divestiture of businesses;
- the status of lawsuits or other demands;
- healthcare reform measures;
- quarter-to-quarter and year-to-year variations in financial results; and
- failure to continue to meet Nasdaq National Market listing requirements.
Furthermore, stock prices for many companies fluctuate widely for reasons
that may be unrelated to their operating results. These fluctuations and general
economic, political and market conditions may adversely affect the market price
of our common stock.
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THE COMPANY
Per-Se Technologies, which was incorporated in 1985 in Delaware, provides
integrated application software, business management services, and electronic
commerce services to healthcare providers.
Per-Se's integrated application software offerings to physicians and
healthcare organizations include patient scheduling, staff management, clinical
information systems and patient financial management software.
Business management services provided to physicians and healthcare
organizations by Per-Se include clinical data collection, data input, medical
coding, billing, contract management, cash collections and accounts receivable
management. These services are designed to assist healthcare providers with the
business management functions associated with the delivery of healthcare
services, allowing physicians and hospital staff to focus on providing quality
patient care. These services also assist physicians and healthcare organizations
in improving cash flows and reducing administrative costs and burdens.
Per-Se offers e-commerce services to both integrated healthcare delivery
networks and physician practices, including electronic claims processing,
referral submissions, eligibility verification and other electronic transaction
processing.
Per-Se markets its products and services primarily to integrated healthcare
delivery networks, hospitals, physician practices, long-term care facilities,
home health providers and managed care providers. Per-Se serves more than 18,000
physicians and 2,000 healthcare organizations predominantly in North America. We
also sell our software solutions internationally, both directly and through
distribution agreements.
USE OF PROCEEDS
Per-Se Technologies will not receive any proceeds from the sale of shares
of common stock by the selling stockholders. However, 166,667 of the shares
covered by this prospectus are subject to issuance by Per-Se Technologies
pursuant to the exercise of warrants held by the selling stockholders. Per-Se
Technologies would receive proceeds from the exercise of those warrants by the
selling stockholders. The warrants have an exercise price of $15.9375 per share,
payable in cash, resulting in an aggregate cash exercise price of $2,656,255.
Cash proceeds received by Per-Se Technologies from the exercise of any of the
warrants would be used for general corporate purposes.
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SELLING STOCKHOLDERS
The following table sets forth certain information about the selling
stockholders. The shares covered by this prospectus may be offered from time to
time by the selling stockholders. See "Plan of Distribution." Of the 333,331
shares covered by this prospectus, 166,664 shares are presently issued and
outstanding and 166,667 shares have been reserved for issuance pursuant to the
exercise of warrants held by the selling stockholders. Accordingly, the selling
stockholders must first exercise those warrants and acquire the underlying
shares from us before they can resell those shares under this prospectus. The
warrants have an exercise price of $15.9375 per share, are immediately
exercisable and remain exercisable until June 25, 2004.
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SHARES BENEFICIALLY SHARES OFFERED SHARES BENEFICIALLY PERCENTAGE OF
OWNED BEFORE PURSUANT TO OWNED AFTER SHARES OWNED
NAME THIS OFFERING THIS OFFERING(1) THIS OFFERING(2) AFTER THIS OFFERING(3)
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Lori T. Caudill........... 93,382(4)(5) 19,993 73,389(4) *
William J. DeZonia........ 18,195(6) 2,506 15,689 *
Carol T. Shumaker......... 90,048(4)(5) 19,993 70,055(4) *
Alyson T. Stinson......... 76,715(4)(5) 19,993 56,722(4) *
James F. Thacker.......... 174,355(7) 169,526 4,829 *
James F. Thacker
Retained Annuity Trust.... 91,326(8) 50,660 40,666 *
Paulanne H. Thacker
Retained Annuity Trust.... 142,160(8) 50,660 91,500 *
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* Less than 1%.
(1) This number represents the maximum number of shares that may be offered and
sold under this prospectus. There is no assurance that the selling
stockholders will sell any or all of the offered shares.
(2) Assumes (i) that all of the shares of Per-Se Technologies common stock held
by the selling stockholders and being offered under this prospectus are
sold, (ii) that the selling stockholders acquire no additional shares of
Per-Se Technologies common stock prior to the completion of this offering,
and (iii) that the shares of Per-Se Technologies common stock held by the
selling stockholders which are not being offered pursuant to this prospectus
are not sold.
(3) Based on an aggregate of shares of Per-Se Technologies common stock
outstanding, consisting of 29,575,459 shares of Per-Se Technologies common
stock outstanding as of December 31, 1999, plus 166,667 shares which would
be issued to the selling stockholders upon their exercise of warrants.
(4) Includes 56,722 shares representing one-third of the 170,166 shares held by
Empire Investment Banking Company, L.P., which is owned by Ms. Caudill, Ms.
Shumaker and Ms. Stinson in equal one-third shares.
(5) Includes 9,997 shares issuable pursuant to the exercise of warrants.
(6) Includes 1,253 shares issuable pursuant to the exercise of warrants.
(7) Includes 84,763 shares issuable pursuant to the exercise of warrants.
(8) Includes 25,330 shares issuable pursuant to the exercise of warrants.
CERTAIN RELATIONSHIPS AMONG THE SELLING STOCKHOLDERS AND PER-SE TECHNOLOGIES
Per-Se Technologies acquired Medical Management Sciences, Inc. on December
29, 1995 in a stock-for-stock merger transaction. Each of the selling
stockholders was a stockholder in Medical Management Sciences, Inc. when it was
acquired by Per-Se Technologies. The shares covered by this prospectus, or
warrants to purchase such shares, were issued to the selling stockholders in
settlement of various claims made by the selling stockholders against Per-Se
Technologies arising from that merger. In connection with that settlement and
the issuance of the shares covered by this prospectus, Per-Se Technologies
agreed to take certain actions necessary to register the resale of those shares,
including the preparation and filing of a
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registration statement under the Securities Act of 1933 (of which this
prospectus forms a part) and paying certain expenses associated with the
registration statement or this prospectus.
In connection with the settlement, Per-Se Technologies entered into a
Consulting Agreement with Providence Management Corporation. The Consulting
Agreement, which has a term of 5 years, provides for an initial payment of
$300,000, which payment was made in July 1999, and additional payments of
$150,000 per year, payable on a monthly basis, during the term of the Consulting
Agreement. James F. Thacker, one of the selling stockholders, is the principal
in Providence Management Corporation.
William J. DeZonia, one of the selling stockholders, is currently employed
by Per-Se Technologies. Mr. DeZonia is a senior vice president and serves as
chief compliance officer.
PLAN OF DISTRIBUTION
Per-Se Technologies is registering the 333,331 shares on behalf of the
selling stockholders. As used herein, "selling stockholders" includes donees and
pledgees selling shares received from a named selling stockholder after the date
of this prospectus. All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by Per-Se Technologies.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling stockholders. Sales of shares may be
effected by selling stockholders from time to time, in one or more types of
transactions (which may include block transactions) in the over-the-counter
market, in negotiated transactions, through put or call options transactions
relating to the shares, through short sales of shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The selling stockholders have advised Per-Se Technologies that, as of the date
of this prospectus, they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
securities, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of shares by the selling stockholders. The
selling stockholders may subsequently determine to utilize registered
broker-dealers in connection with the sale of the shares.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or other (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commission under such Act. Per-Se Technologies has agreed to indemnify each
selling stockholder against certain liabilities, including liabilities arising
under the Securities Act of 1933. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities arising under the
Securities Act of 1933.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling stockholders
will be subject to the prospectus delivery requirements of such Act. Per-Se
Technologies has informed the selling stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Securities Exchange Act of 1934
may apply to their sales in the market.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exception from the registration
or qualification requirement is available and is complied with.
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Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act of 1933,
provided they meet the criteria and conform to the requirements of such Rule.
Upon Per-Se Technologies being notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Act,
disclosing (i) the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealers(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. In addition, upon Per-Se Technologies being
notified by a selling stockholder that a donee or pledgee intends to sell more
than 500 shares, a supplement to this prospectus will be filed if required.
LEGAL MATTERS
A legal opinion to the effect that the shares offered hereby by the selling
stockholders are validly issued, fully paid and non-assessable has been rendered
by Randolph L. M. Hutto, Esq., Atlanta, Georgia, Executive Vice President and
General Counsel of Per-Se Technologies.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Per-Se Technologies, Inc.
(formerly Medaphis Corporation) for the year ended December 31, 1998 has been
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
ADDITIONAL INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Commission. You may read and copy any document we file at the
following locations of the Commission:
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Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>
You may call 1-800-SEC-0330 for more information on the Commission's public
reference facilities. You may also obtain copies of this information by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates. The Commission also
maintains an Internet site at http://www.sec.gov that contains reports, proxy
statements and other information about issuers, like Per-Se Technologies, who
file electronically with the Commission. In addition, you can inspect reports,
proxy statements and other information about Per-Se Technologies at the offices
of The Nasdaq Stock Market, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006. Also, you can find more information about Per-Se
Technologies on our Internet website at http://www.Per-Se.com. However,
information contained in or linked to our website does not constitute part of
this prospectus and is not, and shall not be deemed to be, incorporated into
this prospectus by reference.
This prospectus is part of a registration statement that we filed with the
Commission. The registration statement contains more information than this
prospectus regarding Per-Se Technologies and our common stock, including certain
exhibits. You can get a copy of the registration statement from the Commission
at the addresses listed above or from its Internet site.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate" into this prospectus information
we file with the Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus, and information we file later with the Commission will
automatically update and, to some extent, supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this prospectus, and all future documents filed with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the termination of the offering of these shares:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
(b) Current Report on Form 8-K filed February 12, 1999 (event date
February 12, 1999);
(c) Current Report on Form 8-K filed May 5, 1999 (event date April 20,
1999);
(d) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(e) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;
(f) Current Report on Form 8-K filed August 16, 1999 (event date
August 16, 1999);
(g) Current Report on Form 8-K filed September 21, 1999 (event date
September 20, 1999);
(h) Quarterly Report on Form 10-Q for the quarter ended September 30,
1999;
(i) Current Report on Form 8-K filed November 24, 1999 (event date
November 24, 1999);
(j) Current Report on Form 8-K filed December 30, 1999 (event date
December 17, 1999);
(k) The description of common stock set forth in the registration
statement on Form 8-A/A filed May 22, 1996, and any amendment or report
filed for the purpose of updating such description; and
(l) The description of Rights set forth in the registration statement
on Form 8-A filed February 12, 1999, and any amendment or report filed for
the purpose of updating such description.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the documents that have been incorporated by reference in this prospectus (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference in this prospectus). Requests should be directed to
Per-Se Technologies, Inc., 2840 Mt. Wilkinson Parkway, Atlanta, Georgia
30339-3632, Attention: Corporate Secretary; telephone number (770) 444-5300.
You should rely only on the information contained or incorporated by
reference in this document. We have not authorized anyone to provide you with
the information that is different from that which is contained or incorporated
by reference in this prospectus. The common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this prospectus.
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