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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) June 30, 1997
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Simione Central Holdings, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22162 22-3209241
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6600 Powers Ferry Road, Atlanta, Georgia 30339
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 644-6500
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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 June 30, 1997, Simione Central Holdings, Inc. announced that its
Board of Directors and stockholders adopted a 1-for-2 reverse stock split that
became effective June 30, 1997 upon the filing of the Certificate of Amendment
of the Company's Certificate of Incorporation. As a result of the 1-for-2
reverse stock split, the number of shares of Common Stock held by the
stockholders of record as of June 30 will be equal to the number of shares of
Common Stock held immediately prior thereto divided by 2, plus cash in lieu of
any fractional shares. The Company will mail a transmittal letter to each holder
of record which will contain instructions for the surrender and exchange for the
shares of Common Stock converted as a result of the stock split.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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3.1 Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-4 (Registration Number 33-57150) as filed
with the Securities and Exchange Commission).
3.2 Amendment to the Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4 (Registration
Number 33-57150) as filed with the Securities and Exchange
Commission).
3.3 Certificate of Amendment of the Certificate of Incorporation
of Simione Central Holdings, Inc., filed June 30, 1997 with
the Secretary of State of the State of Delaware.
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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 hereunto duly authorized.
SIMIONE CENTRAL HOLDINGS, INC.
(Registrant)
By: /s/ James A. Tramonte
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James A. Tramonte
General Counsel and Secretary
Date: July 8, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Number Description Page Number
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<S> <C>
3.1 Certificate of Incorpoation of the Company
(Incorporated by reference to Exhibit 3.1
of the Company's Registration Statement on
Form S-4 (Registration Number 33-57150) as
filed with the Securities and Exchange
Commission).
3.2 Amendment to the Certificate of
Incorporation of the Company (Incorporated
by reference to Exhibit 3.2 of the
Company's Registration Statement on Form
S-4 (Registration Number 33-57150) as filed
with the Securities and Exchange
Commision).
3.3 Certificate of Amendment of the
Certificate of Incorporation of
Simione Central Holdings, Inc.,
filed June 30, 1997 with the
Secretary of State of the State
of Delaware.
</TABLE>
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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF SIMIONE CENTRAL HOLDINGS, INC.
SIMIONE CENTRAL HOLDINGS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:
FIRST: That at a duly called and held meeting of the Board of Directors
of Simione Central Holdings, Inc., a resolution was duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of Simione Central
Holdings, Inc., declaring said amendment to be advisable, and declaring that
approval of said amendment be considered at the next Annual Meeting of
Stockholders.
SECOND: The Board of Directors at said meeting of the Board of
Directors resolved that Article III, Section 2 of the Certificate of
Incorporation of Simione Central Holdings, Inc. should be amended by adding the
following paragraph to the end of Article III, Section 2:
"As of 5:00 p.m., Atlanta time, on the date on which the
Certificate of Amendment reflecting this amendment is filed with the
Secretary of State of the State of Delaware (the "Effective Time"),
each TWO outstanding shares of Common Stock, par value $.001 per share
("Old Common Stock"), shall thereupon be reclassified and changed into
ONE share of Common Stock, par value $.001 per share. Upon such
Effective Time, each holder of Old Common Stock shall thereupon
automatically be and become the holder of ONE share of Common Stock for
every TWO shares of Old Common Stock then held by such holder
immediately prior thereto. Upon such Effective Time, each certificate
formerly representing a stated number of shares of Old Common Stock
shall thereupon be deemed for all corporate purposes to evidence
ownership of Common Stock in the appropriately reduced whole number of
shares. As soon as practicable after such Effective Time, stockholders
as of the date of the reclassification will be notified thereof and,
upon their delivery of their certificates of Old Common Stock to the
Corporation or its designated agent, will be sent stock certificates
representing their shares of Common Stock, rounded down to the nearest
whole number, together with cash representing the fair value of such
holder's fractional shares of Old Common Stock. No scrip or fractional
share certificates for Common Stock will be issued in connection with
this reverse stock split. This amendment shall not effect any change in
the authorized number or par value of the shares of Common Stock.
Except as specifically provided in this paragraph, references to Common
Stock in the Certificate of Incorporation shall be deemed to include
Old Common Stock unless the context otherwise requires."
THIRD: That thereafter, pursuant to resolution of its Board of
Directors, and upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, a meeting was held at which meeting
the necessary number of shares as required by statute were voted in favor of
said amendment.
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FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Simione Central Holdings, Inc. has caused this
Certificate to be signed by James A. Tramonte, its General Counsel, Secretary
and authorized officer, and attested by Julie A. Rubin, this 30th day of June,
1997.
SIMIONE CENTRAL HOLDINGS, INC.
By: /s/ James A. Tramonte
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James A. Tramonte, General Counsel
and Secretary
Attested:
By: /s/ Julie A. Rubin
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Julie A. Rubin
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