8-K 1 practice8k.htm CURRENT REPORT Prepared for PracticeWorks, Inc. by Kilpatrick Stockton EDGAR Servicesw

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 23, 2002          

PRACTICEWORKS, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware

001-16079

52-2259090




(State or other Jurisdiction
of Incorporation or Organization)

(Commission File Number)

(IRS Employer
Identification No.)

 

1765 The Exchange

 

Suite 200

Atlanta, Georgia

30039



(Address of principal executive offices)

(Zip code)

    

    Registrant's telephone number, including area code:

    (770) 850-5006

 

NOT APPLICABLE


(Former name or former address, if changed since last report)

 


 

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

            On December 23, 2002, PracticeWorks, Inc. (the “Company”) completed the acquisition of the outstanding capital stock of Trex Medical France (“Trex”), which owns all of the outstanding capital stock of Trophy Radiologie S.A. (“Trophy”), pursuant to a Share Purchase Agreement dated December 19, 2002 between Trex Medical Corporation, Thermo Electron Corporation and the Company.  The consideration paid by the Company consisted of approximately $51 million in cash.  The Company financed the acquisition through a $45 million credit facility from Bank of America.  The Company utilized approximately $15 million of its own cash.  Trophy Radiologie, the world leader in dental digital radiology technology, develops, manufactures and sells a complete line of x-ray imaging systems and related software, including high-performance computer controlled digital panoramic imaging systems and intraoral cameras.  As a result of the acquisition, Trophy has become a wholly-owned European subsidiary of PracticeWorks.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

A.  Financial Statements of Businesses Acquired

            The consolidated financial statements of Trex have not been completed as of the date of this report and will be filed as an amendment to this report as soon as practicable in accordance with Item 7(a)(4) of Form 8-K.

B.  Pro Forma Financial Information

            The pro forma financial information has not been completed as of the date of this report, and will be filed as an amendment to this report as soon as practicable in accordance with Item 7(a)(4) of Form 8- K.

C.   Exhibits

            The following exhibits are filed with this report:

            2.1     Share Purchase Agreement


 

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 hereunto duly authorized.

 

 

PRACTICEWORKS, INC.

   
   
 

By:      /s/ James K. Price

 
 

         James K. Price, Chief Executive Officer

 

             and President

   
 Dated:   December 27, 2002

 


INDEX TO EXHIBITS

Exhibit Number

Description

2.1

Share Purchase Agreement

_____________________________

* Filed herewith