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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 10, 1997
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Physician Support Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-80731 13-3624081
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Route 230 and Eby-Chiques Road, Mt. Joy, PA 17552
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 653-5340
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not applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On December 10, 1997, Physician Support Systems, Inc. issued the press
release attached hereto as Exhibit 99, which is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information
No information relating to (a) or (b) of this Item is required.
(c) Exhibits.
(99) Additional Exhibits. Exhibit 99 - Copy of press release issued by
Physician Support Systems, Inc. on December 10, 1997.
2
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
PHYSICIAN SUPPORT SYSTEMS, INC.
By /s/ David S. Geller
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David S. Geller
Senior Vice President
Date December 10, 1997
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[Letterhead of Physician Support Systems appears here]
Contact: Jan McClure (NDC) For Immediate Release
(404) 728-2363 ---------------------
David S. Geller (PHSS)
(717) 653-5350
NATIONAL DATA CORPORATION
AND PHYSICIAN SUPPORT SYSTEMS, INC. ANNOUNCE
AGREEMENT ON EXCHANGE RATIO IN PENDING TRANSACTION
ATLANTA, December 10, 1997 - National Data Corporation (NYSE: NDC) and Physician
Support Systems, Inc. (NASDAQ: PHSS) announced today that the two companies have
reached an agreement regarding the exchange ratio in the pending merger of PHSS
with NDC.
On October 14, 1997, the companies announced a merger in which PHSS would
be merged into a subsidiary of NDC in a stock-for-stock transaction, with the
final exchange ratio to be determined based on the average closing price of NDC
common stock beginning on and including November 13, 1997 through and including
December 5, 1997 (the "Average Closing Price"). The actual Average Closing
Price as calculated under the merger agreement is $35.7969.
Since the Average Closing Price is less than $36.782, the merger agreement
provides that the exchange ratio will be adjusted to equal that fraction of a
share of NDC common stock obtained by dividing $16.00 by the Average Closing
Price. However, the merger agreement also provides that NDC has the right to
terminate the merger agreement unless PHSS agrees to maintain the exchange ratio
at 0.435.
NDC has exercised its right to terminate the merger agreement subject to
PHSS' agreement to the 0.435 exchange ratio. The Board of Directors of PHSS has
agreed to maintain the exchange ratio at 0.435. The merger is presently
scheduled to close Friday, December 19, 1997.
Robert A. Yellowlees, NDC's chairman and CEO, commenting on the
announcement stated, "We have felt from the beginning that the excellent
business that Peter Gilson and his team have built provides a very strong fit
with NDC . . . and NDC
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with PHSS. We expect that our plans to capitalize on the synergies of the two
companies will be rewarding for our mutual shareholders, customers and
employees."
National Data Corporation is a leading provider of information services and
systems for the health care and payment systems markets.
PHSS is one of the leading providers of business and financial management
services to physicians and hospitals in 29 states.
# # #
When used in this report, press releases and elsewhere by management or the
Company from time to time, the words "believes," "anticipates," "expects" and
similar expressions are intended to identify forward-looking statements
concerning the Company's operations, economic performance and financial
condition, including in particular, the likelihood of the Company's success in
developing and expanding its business. These statements are based on a number
of assumptions and estimates which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of the
Company, and reflect future business decisions and conditions which are subject
to change. A variety of factors could cause actual results to differ materially
from those anticipated in the Company's forward-looking statements, some of
which include competition in the market for the Company's services, continued
expansion of the Company's processing and payment systems markets, successfully
completing and integrating acquisitions in existing and new markets and other
risk factors that are discussed from time to time in the Company's Securities
and Exchange Commission ("SEC") reports and other filings. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligations to
publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date
hereof, or thereof, as the case may be, or to reflect the occurrence of
unanticipated events.
