-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OBoFRfJ6C/2J8kB4G7tCMUmSE+v5KeWeqHFb+eXje7bR5Q0Alk9EkiMsgC/pjDm0 oY1o+vFRLFbxB/aEE8ZcWQ== 0001011452-07-000012.txt : 20070430 0001011452-07-000012.hdr.sgml : 20070430 20070430120849 ACCESSION NUMBER: 0001011452-07-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL INFORMATION TECHNOLOGY INC CENTRAL INDEX KEY: 0001011452 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042455639 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-28092 FILM NUMBER: 07798685 BUSINESS ADDRESS: STREET 1: MEDITECH CIRCLE CITY: WESTWOOD STATE: MA ZIP: 02090 BUSINESS PHONE: 781-821-3000 MAIL ADDRESS: STREET 1: MEDITECH CIRCLE CITY: WESTWOOD STATE: MA ZIP: 02090 10-Q 1 tenq1.htm 2007 1ST QUARTER REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2007

0-28092
(Commission file number)

Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Massachusetts
(State of Incorporation)

04-2455639
(IRS Employer Identification Number)

Meditech Circle, Westwood, MA
(Address of Principal Executive Offices)

02090
(Zip Code)

781-821-3000
(Registrant's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

There were 35,401,271 shares of Common Stock, $1.00 par value, outstanding at March 31, 2007.

Page 1 of 11


Index to Form 10-QPage


Part I - Financial Information 
  Item 1 - Financial Statements (Unaudited) 
    Balance Sheet as of December 31, 2006 and March 31, 20073
    Statement of Income for the Three Months Ended March 31, 2006 and 20074
    Statement of Cash Flow for the Three Months Ended March 31, 2006 and 20075
    Notes To Financial Statements6
  Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations8
  Item 3 - Quantitative and Qualitative Disclosures About Market Risk9
  Item 4 - Controls and Procedures9
Part II - Other Information 
  Item 1 - Legal Proceedings10
  Item 1A - Risk Factors10
  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds10
  Item 3 - Defaults Upon Senior Securities10
  Item 4 - Submission of Matters to a Vote of Shareholders10
  Item 5 - Other Information11
  Item 6 - Exhibits11
Signatures11

Page 2 of 11


Part I - Financial Information

Item 1 - Financial Statements (Unaudited)

Balance Sheet as of December 31, 2006 and March 31, 2007

 Dec 31, 2006Mar 31, 2007
 

Cash and equivalents$13,660,733$29,520,473
Marketable securities247,407,527235,710,750
Accounts receivable, less reserve43,309,32542,152,107
 

  Current assets304,377,585307,383,330
 

Computer equipment7,729,8148,443,919
Furniture and fixtures34,739,78535,101,285
Buildings146,934,058151,212,567
Land32,604,10732,604,107
Accumulated depreciation(80,443,541)(82,618,741)
 

  Fixed assets141,564,223144,743,137
 

Marketable securities30,000,00030,000,000
Investments10,712,60411,952,604
 

  Total assets$486,654,412$494,079,071
 

Accounts payable$239,804$3,760,447
Taxes payable2,226,6329,853,416
Accrued expenses30,461,08814,354,370
Customer deposits23,770,41722,251,628
Deferred taxes and tax reserves16,646,16818,371,122
 

  Total liabilities73,344,10968,590,983
 

Common stock $1.00 par value,  
  authorized 40,000,000 shares,  
  issued and outstanding 35,168,133  
  in 2006 and 35,401,271 in 200735,168,13335,401,271
Additional paid-in capital44,062,38551,989,077
Retained income317,983,893319,870,002
Unrealized security gains, net of tax16,095,89218,227,738
 

  Shareholder equity413,310,303425,488,088
 

  Total liabilities and shareholder equity$486,654,412$494,079,071
 

Page 3 of 11


Statement of Income for the Three Months Ended March 31, 2006 and 2007

 3 months ended Mar 31
 20062007
 

Product revenue$43,746,790$49,906,409
Service revenue38,442,86841,776,682
 

  Total revenue82,189,65891,683,091
 

Operations, development34,749,44339,070,723
Selling, G & A18,267,15419,446,065
 

  Operating expense53,016,59758,516,788
 

  Operating income29,173,06133,166,303
 

Other income5,725,2565,474,024
Other expense2,163,9031,910,617
 

  Pretax income32,734,41436,729,710
 

State income tax2,824,0003,081,930
Federal income tax9,710,00010,660,792
 

  Income tax12,534,00013,742,722
 

  Net income$20,200,414$22,986,988
 

Page 4 of 11


Statement of Cash Flow for the Three Months Ended March 31, 2006 and 2007

 3 months ended Mar 31
 20062007
 

Net income$20,200,414$22,986,988
Depreciation expense2,022,1622,175,200
Gain on sales of marketable securities(8,230)(2,141)
Deferred taxes on unrealized securities gains(265,992)(1,421,232)
Change in accounts receivable2,306,8141,157,218
Change in accounts payable2,692,8333,520,643
Change in taxes payable7,058,3557,626,784
Change in accrued expenses(15,165,310)(16,106,717)
Change in customer deposits1,052,597(1,518,789)
Change in deferred taxes and tax reserves315,9921,724,954
 

  Net cash from operations20,209,63520,142,908
 

Purchases of marketable securities(13,340,510)(11,253,004)
Sales of marketable securities23,000,00026,505,000
Purchases of fixed assets(4,166,726)(5,354,114)
Increase in investments(1,000,000)(1,300,000)
Proceeds from mortgage note receivable60,00060,000
 

  Net cash from investing4,552,7648,657,882
 

Sales of common stock8,246,2728,159,830
Dividends paid(18,808,436)(21,100,880)
 

  Net cash used in financing(10,562,164)(12,941,050)
 

Net change in cash and equivalents14,200,23515,859,740
Cash and equivalents at beginning16,749,45213,660,733
 

  Cash and equivalents at end$30,949,687$29,520,473
 

Page 5 of 11


Notes To Financial Statements

1. The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2006 included in the Company's Form 10-K filed on January 31, 2007. The unaudited financial statements presented herein have not been audited by our Independent Registered Public Accounting Firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management such financial statements include all normal recurring adjustments necessary to present fairly the Company's financial position, results of operations and cash flow.

2. The Company follows the provisions of Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings per Share. SFAS 128 requires reporting both basic and diluted earnings per share. The Company has no common share equivalents such as preferred stock, warrants or stock options which would dilute earnings per share. Thus, earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the applicable period.

 3 months ended Mar 31
 20062007
 

Net income$20,200,414$22,986,988
Average number of shares34,988,90135,323,558
Earnings per share$0.58$0.65

The average number of shares outstanding during the periods reflects the issuance of 257,696 shares in February/March 2006 and 233,138 shares in February 2007 pursuant to the 2004 Stock Purchase Plan.

3. The Company follows the provisions of Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130 establishes standards for reporting and display of comprehensive income and its components in financial statements. Comprehensive income is the total of net income and all other non-owner changes in equity including items such as net unrealized gains/losses/reclassifications on marketable securities classified as available for sale, foreign currency translation adjustments and minimum pension liability adjustments.

 3 months ended Mar 31
 20062007
 

Net income$20,200,414$22,986,988
Net unrealized security gains398,9892,131,847
 

Comprehensive income$20,599,403$25,118,835

Page 6 of 11


4. The Company follows the provisions of Statement of Financial Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments in Debt and Equity Securities. SFAS 115 requires companies to classify their investments as trading, available-for-sale or held-to-maturity. The Company's marketable securities consist of common and preferred equities which have been classified as available-for-sale. These are recorded in the financial statements at fair market value and any unrealized gains (losses) are reported as a component of shareholder equity. In addition the Company holds short and long term U.S. government agency issues which have been classified as held-to-maturity. These are recorded in the financial statements at their cost which approximates their fair value. The fair market value of marketable securities was determined based on quoted market prices. At December 31, 2006 and March 31, 2007 the cost basis net of write-downs, unrealized gains, unrealized losses and fair market value of the Com pany's holdings are as follows:

 Dec 31, 2006Mar 31, 2007
 

Net cost of equities$190,591,039$185,341,184
Unrealized Gains26,840,48030,379,566
Unrealized Losses(13,992)--
Cost of agency issues59,990,00049,990,000
 

Fair Market Value$277,407,527$265,710,750
 

SFAS 115 requires that for each individual security classified as available-for-sale, a company shall determine whether a decline in fair value below the cost basis is other than temporary. If the decline in fair value is judged as such, the cost basis of the individual security shall be written down to fair value as a new cost basis and the amount of the write-down shall be reflected in earnings. At March 31, 2007 the Company's marketable securities had a fair market value of $265,710,750 which included only unrealized gains as there were no unrealized losses.

5. The Company follows the provisions of Statement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of an Enterprise and Related Information. Based on the criteria set forth in SFAS 131 the Company currently operates in one operating segment, medical software and services. The Company derives substantially all of its operating revenue from the sale and support of one group of similar products and services. All of the Company's assets are located within the United States. The following table indicates the source of operating revenue.

 3 months ended Mar 31
Country20062007



United States83%86%
Canada16%11%
All others1%3%

6. The Company accounts for its equity investments in LSS Data Systems Inc., Patient Care Technologies Inc. and MEDITECH South Africa in accordance with the cost method. All three companies license the Company's software technology and re-license it to their respective customers. Each serves a market niche which is part of the overall medical market but is outside of the hospital market which the Company serves. Included in these investments are the $2,560,000 balance on a mortgage note from LSS Data Systems Inc. and the $4,000,000 balance on a mortgage note due from Patient Care Technologies Inc. Both of these mortgage notes are fully collateralized by land and buildings owned and occupied as corporate headquarters by the respective borrowers. The Company believes the fair value of these investments approximates its carrying value of $11,952,604 at March 31, 2007. Refer to Part II Item 5 for disclosure regarding subsequent events concerning Patient Care Technologies Inc.

Page 7 of 11


7. As of March 31, 2007 the Company had capitalized $6,000,404 in land costs, $2,316,534 in architectural and engineering fees, and $9,226,072 in construction costs for a facility under development to be used for the Company's ongoing operations.

8. Accounting for Uncertainty in Income Taxes

Effective January 1, 2007 the Company adopted Financial Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which applies to all tax positions related to income taxes subject to SFAS 109, Accounting for Income Taxes. FIN 48 requires a new evaluation process for all tax positions taken. If the probability for sustaining said tax position is greater than 50%, then the tax position is warranted and recognition should be at the highest amount which would be expected to be realized upon ultimate settlement.

The December 31, 2006 tax reserves of $13,379,901 have been reevaluated accordingly and the adoption of FIN 48 had no material impact. No changes have been made to the Company's policy on classification of related interest and penalties in our financial statements. Such interest and penalties are included in our income tax expense and $7,412,140 of tax reserves are related to interest and penalties. The years 2004 through 2006 are subject to examination by the U.S. Government, and various years are subject to examination by states. The tax positions provide for research credit, domestic production activities deduction, and state nexus. With each year our tax exposure rolls forward with incremental increases expected based on continued growth and no changes are foreseen to this trend at present. Should the tax reserves be reversed in its entirety during 2007, the effective tax rate of 37% would drop to 28%.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations3 months ended Mar 31 
 20062007Change




Total revenue$82,189,658$91,683,09111.6%
Operating income29,173,06133,166,30313.7%
Net income20,200,41422,986,98813.8%
Average number of shares34,988,90135,323,5581.0%
Earnings per share$0.58$0.6512.7%
Cash dividends per share$0.54$0.6011.1%

Total revenue from both existing and new customers increased by $9.5 million. It was composed of a $6.2 million increase in product revenue and a $3.3 million increase in service revenue.

Operating expense increased by $5.5 million or 10.4% due to an overall increase in staff and additional bonus expense accruals. The resultant operating income increased by $4.0 million.

Other income decreased by $0.3 million due primarily to reduced rental income. Other expense decreased by $0.3 million due primarily to reduced rental expenses. The resultant pretax income increased by $4.0 million or 12.2%.

The Company's effective tax rate decreased from 38.3% to 37.4% due primarily to a higher tax deduction for domestic manufacturing. Net income increased by $2.8 million due primarily to the greater increase in revenue compared to expense.

Page 8 of 11


Financial ConditionDec 31, 2006Mar 31, 2007



Cash and equivalents$13,660,733$29,520,473
Total assets486,654,412494,079,071
Total liabilities73,344,10968,590,983
Shareholder equity413,310,303425,488,088
Outstanding number of shares35,168,13335,401,271
Shareholder equity per share$11.75$12.02

At December 31, 2006 the Company had no payroll tax withholding outstanding while $2.6 million was outstanding at March 31, 2007. This is the primary reason accounts payable increased by $3.5 million during the quarter.

Taxes payable increased by $7.6 million during the quarter primarily as a result of the federal tax payment schedule which calls for payment of both the first and second quarter's tax expense during the second quarter.

Accrued expenses decreased by $16.1 million during the quarter primarily as a result of the payment of $26.2 million in bonuses applicable to 2006, offset by the accrual of $8.7 million in bonus expenses applicable to 2007.

Liquidity and Capital Resources:

At March 31, 2007 the Company's cash, cash equivalents and marketable securities totaled $295.2 million. Marketable securities consisted of preferred equities, common equities and government notes which can easily be converted to cash. For the first three months of 2007 cash flow from operations was $20.1 million, cash flow from investing was $8.7 million and cash flow used in financing was $12.9 million. The payment of $21.1 million in dividends to shareholders was the primary use of cash generated by operating activities during the quarter.

MEDITECH has no long-term debt. Shareholder equity at March 31, 2007 was $425.5 million. Management anticipates additions to fixed assets will continue, including new facilities and computer systems for product development, sales and marketing, implementation, service and administrative staff. Management believes existing cash, cash equivalents and marketable securities together with funds generated from operations will be sufficient to meet operating and capital expense requirements for the foreseeable future.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4 - Controls and Procedures

An evaluation was conducted under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)14(c) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls and procedures are, to the best of their knowledge, effective to ensure information requiring disclosure by the Company in reports which it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in the Company's internal control over financial reporting occurring during the fiscal quarter covered by this report which have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Page 9 of 11


Part II - Other Information

Item 1 - Legal Proceedings

During February 2005 a former employee filed a complaint in the United States District Court for the District of Massachusetts against the Medical Information Technology Profit Sharing Plan and all six of the Company's Directors. The complaint was subsequently amended to add the Company as a defendant. During March 2006 the court dismissed the breach of fiduciary duty claims brought against the individual defendants. The remaining claim is an ERISA benefits claim against the Plan, the Plan's trustee, and the Company. The substance of the complaint is summarized in the 2006 Annual Report on Form 10-K. During March 2007 the court denied the plaintiff's motion for the complaint to be certified as a class action.

Item 1A - Risk Factors

No material changes from risk factors as previously disclosed in the prior Form 10-K.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not repurchase any of its shares of common stock during the first quarter of 2007. However, during the quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased 7,707 shares of the Company's common stock for a total of $269,745 in individual private transactions. Below is a table showing the purchases of common stock by the Trust during each month of the first quarter of 2007.

1st quarter
of 2007
shares
purchased
price per
share



January50$35.00
February5,192$35.00
March2,465$35.00

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Submission of Matters to a Vote of Shareholders

The Annual Meeting of Shareholders of Medical Information Technology, Inc. was held at its corporate offices, 7 Blue Hill River Road, Canton, Massachusetts, on Monday, April 23, 2007. The meeting was convened at 9am with the Chairman, A. Neil Pappalardo, presiding and the Clerk, Barbara A. Manzolillo, keeping the minutes.

On the March 23, 2007 record date there were outstanding a total of 35,401,271 shares of Common Stock, par value $1.00 per share. A total of 33,597,258 shares or 94.9% of the outstanding shares, constituting a quorum, were represented at the meeting by proxy or by ballot.

The following six directors of the Company were elected to serve until the 2008 Annual Meeting of Shareholders and thereafter until their successors are chosen and qualified, with votes cast as follows:

  shares
in favor
 shares
withheld
  
 
A. Neil Pappalardo 31,721,489 1,875,769
Lawrence A. Polimeno 31,721,489 1,875,769
Roland L. Driscoll 31,721,489 1,875,769
Edward B. Roberts 31,721,489 1,875,769
Morton E. Ruderman 31,721,339 1,875,919
L. P. Dan Valente 31,721,489 1,875,769

A proposal to ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2007 was approved, with 32,758,707 shares in favor, 23,665 shares against and 814,886 shares abstaining.

Page 10 of 11


Item 5 - Other Information

Acquisition of Patient Care Technologies, Inc.

Patient Care Technologies, Inc. (PtCT) is engaged in the development, manufacture and licensing of computer software products and their support for the home health care industry. Before April 12, 2007 MEDITECH owned approximately 43.5% of the outstanding capital stock of PtCT. On April 12, 2007 MEDITECH acquired additional shares from certain shareholders of PtCT for an aggregate purchase price of $2,326,443 paid in cash. As a result of these purchases, MEDITECH now owns approximately 90.2% of PtCT. MEDITECH expects to acquire the remaining 9.8% of PtCT for approximately $800 thousand during the 2nd quarter of 2007.

Subject to a final audit, PtCT had approximately $6.4 million in total assets and approximately $8.9 million in total liabilities at March 31, 2007. Through the remainder of 2007, MEDITECH anticipates PtCT's operations will generate approximately $3 million in pretax losses. Meditech's financial statements for the 2nd quarter and thereafter will be presented on a consolidated basis.

Item 6 - Exhibits

Exhibit 3.1: MEDITECH's Restated Articles of Organization are appended to this report.

Exhibit 3.2: MEDITECH's By-laws, as amended to date, are incorporated by reference to an exhibit to the annual report on Form 10-K for the year ended December 31, 2001.

Exhibit 31: Rule 13a-14(a) Certifications and Exhibit 32: Section 1350 Certifications are appended to this report.

There were no reports filed on Form 8-K during the quarter ended March 31, 2007.

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.

Medical Information Technology, Inc.
(Registrant)

April 30, 2007
(Date)

By: Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)

Page 11 of 11 EX-3 2 ex3.htm RESTATED ARTICLES OF ORGANIZATION

Exhibit 3.1: MEDITECH's Restated Articles of Organization

The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02018-1512

Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)

(1) Exact name of corporation: Medical Information Technology, Inc.

(2) Registered office address (number, street, city or town, state, zip code): MEDITECH Circle, Westwood, MA 02090

(3) Date adopted (month, day, year): October 24, 2005

(4) Approved by: (check appropriate box)

X the directors without shareholder approval and shareholder approval was not required;
OR
   the board of directors and the shareholders in the manner required by G.L. Chapter 156D and the corporation's articles of organization.

(5) The following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02 except that the supplemental information provided for in Article VIII is not required:

Article I

The exact name of the corporation is: Medical Information Technology, Inc.

Article II

Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose:

To manufacture, sell and lease products in the field of computer sciences; to engage in the business of applying computer technology to the delivery of medical care; to integrate medical, technical and managerial skills to provide total systems support of medical information requirements; and to engage in any business permitted under the laws of the Commonwealth of Massachusetts.

Article III

State the total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation.

WITHOUT PAR VALUEWITH PAR VALUE
TYPENUMBER OF SHARESTYPENUMBER OF SHARESPAR VALUE
  Common Stock40,000,000$1.00

Article IV

Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series. The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.

None

Article V

The restrictions, if any, imposed by the articles of organization upon the transfer of shares of any class or series of stock are:

No stockholder may sell, assign, transfer, pledge, or otherwise dispose of any shares of the capital stock of this corporation or any interest therein without first giving written notice thereof to the corporation specifying the terms and conditions of the proposed transfer, identifying the proposed transferee, and offering all such shares to the corporation for purchase by it.

Within thirty days after receipt of such notice the corporation may elect by written notice to such stockholder to purchase all such shares upon the same terms and conditions as are specified in the written notice to the corporation. If the corporation does not elect to purchase all such shares within such thirty-day period, such shares may then be transferred to the proposed transferee identified therein upon the terms and conditions specified in the written notice to the corporation at any time within the sixty-day period after the expiration of such thirty-day period. Upon such transfer within such sixty-day period or upon the expiration of such sixty-day period without any such transfer having been made, such shares shall again be subject to the restrictions on transfer imposed by this Article.

The restrictions on transfer imposed by this Article shall not apply to (i) a transfer from a stockholder to a trustee or trustees for his benefit or a transfer from a trustee or trustees to the beneficial owner of such stock, (ii) a transfer by will or by the laws of descent and distribution, or (iii) a transfer by operation of law.

Article VI

Other lawful provisions, and if there are no such provisions, this article may be left blank.

Article 6A. Transactions with Interested Persons

1. In the absence of bad faith, no contract or transaction by this Corporation shall be void, voidable or in any way affected by reason of the fact that it is with an Interested Person.

2. For the purposes of this Article, "Interested Person" means any person or organization in any way interested in this Corporation whether as an officer, director, stockholder, employee or otherwise, and any other entity in which any such person or organization is in any way interested.

3. In the absence of bad faith, no Interested Person, because of such interest, shall be liable to this Corporation or to any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

4. The provisions of this Article shall be operative notwithstanding the fact that the presence of an Interested Person was necessary to constitute a quorum at a meeting of directors or stockholders of this Corporation at which such contract or transaction was authorized or that the vote of an Interested Person was necessary for the authorization of such contract or transaction.

Article 6B. Shareholder Meetings

Meetings of Shareholders of the Corporation may be held anywhere in the United States.

Article 6C. Indemnification

1. Except as provided in Paragraphs 2 and 3, each Officer of this Corporation (and his heirs or personal representatives) shall be indemnified by this Corporation against all Expenses incurred by him in connection with any Proceeding in which he is involved as a result of his serving or having served as an Officer of this Corporation or, at the request of this Corporation, as an Officer of any other organization in which this Corporation owns shares or of which it is a creditor.

2. No indemnification shall be provided to an Officer with respect to a matter as to which it shall have been adjudicated in any proceeding that he did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation.

3. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation upon an Officer or this Corporation, no indemnification shall be provided to said Officer with respect to a matter if this Corporation has obtained an opinion of counsel that with respect to said matter said Officer did not act in good faith in the reasonable belief that his action was in the best interests of this Corporation.

4. For purposes of this Article,

(a) "Officer" means any person who serves or has served as director or in any other office filled by election or appointment by the Stockholders or the Board of Directors or, in the case of an organization other than a corporation, by an equivalent body;

(b) "Proceeding" means any action. suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency; and

(c) "Expense" means any liability fixed by a judgment, order, decree, or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees and other disbursements reasonably incurred in a Proceeding.

5. Nothing in this Article shall limit any lawful rights to indemnification existing independently of this Article.

Article VII

The effective date of organization of the corporation is the date and time the articles were received for filing if the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing: N/A

Specify the number(s) of the article(s) being amended: N/A

Signed by (signature of authorized individual): /s/ Barbara A. Manzolillo

   Chairman of the board of directors,
   President,
X Other officer,
   Court appointed fiduciary,

on this 23rd day of March, 2007.

COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02109-1512

Restated Articles of Organization
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)

I hereby certify upon examination of these restated articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $200 having been paid, said articles are deemed to have been filed with me this 26th day of March, 2007, at 1:25 p.m. (time)

Effective date (must be within 90 days of date submitted):_____________________________

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

Filing fee: Minimum filing fee $200, plus $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION
Contact Information:

Medical Information Technology Inc.
c/o Thomas J. LaFond LLP
53 State Street, Boston, MA 02109
Telephone: (617) 570-1990
Email: tlafond@goodwinprocter.com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. EX-31 3 ex31.htm RULE 13A-14(A) CERTIFICATIONS

Exhibit 31: Rule 13a-14(a) Certifications

CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barbara A. Manzolillo, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medical Information Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted in accordance with SEC transition instructions];

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 30, 2007
(Date)

Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)

I, A. Neil Pappalardo, Chief Executive Officer and Chairman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medical Information Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted in accordance with SEC transition instructions];

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 30, 2007
(Date)

A. Neil Pappalardo, Chief Executive Officer and Chairman
(Signature)
EX-32 4 ex32.htm SECTION 1350 CERTIFICATIONS

Exhibit 32: Section 1350 Certifications

I, Barbara A. Manzolillo, Chief Financial Officer and Treasurer, certify this quarterly report on Form 10-Q of Medical Information Technology, Inc. for the period ended March 31, 2007, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 30, 2007
(Date)

Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)

I, A. Neil Pappalardo, Chief Executive Officer and Chairman, certify this quarterly report on Form 10-Q of Medical Information Technology, Inc. for the period ended March 31, 2007, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 30, 2007
(Date)

A. Neil Pappalardo, Chief Executive Officer and Chairman
(Signature)
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