-----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, RQHSDL94MUM4y6BUqoiYCI3UOtrdtQcqNyZJqlPr8XyVDMB5+M7H9owhFdX1YTR9 ekX3a0u0Zaiac4X223diGg== 0000950144-06-000101.txt : 20060106 0000950144-06-000101.hdr.sgml : 20060106 20060106145206 ACCESSION NUMBER: 0000950144-06-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PER SE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000878556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581651222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19480 FILM NUMBER: 06516104 BUSINESS ADDRESS: STREET 1: 1145 SANCTUARY PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 BUSINESS PHONE: 770-237-4300 MAIL ADDRESS: STREET 1: 1145 SANCTUARY PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30004 FORMER COMPANY: FORMER CONFORMED NAME: MEDAPHIS CORP DATE OF NAME CHANGE: 19931027 8-K 1 g991008ke8vk.txt PER-SE TECHNOLOGIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): JANUARY 6, 2006 PER-SE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-19480 58-1651222 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 1145 SANCTUARY PARKWAY, SUITE 200, ALPHARETTA, GEORGIA 30004 (Address of principal executive offices) (Zip Code) (770) 237-4300 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On January 6, 2006, Per-Se Technologies, Inc. ("Per-Se") issued a press release announcing approval by its stockholders of the issuance of Per-Se common stock in connection with Per-Se's acquisition of NDCHealth Corporation. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibit 99.1 - Press Release dated January 6, 2006. 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. Date: January 6, 2006 PER-SE TECHNOLOGIES, INC. By: /s/ CHRIS E. PERKINS ------------------------------- Chris E. Perkins Executive Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION --- ----------- 99.1 Press Release dated January 6, 2006.
EX-99.1 2 g991008kexv99w1.txt PRESS RELEASE DATED JANUARY 6, 2006 EXHIBIT 99.1 [PER-SE LOGO] PER-SE TECHNOLOGIES 1145 Sanctuary Parkway Suite 200 Alpharetta, Georgia 30004 877/73PER-SE www.per-se.com PER-SE CONTACT: Michele Howard voice: 770/237-7827 investors@per-se.com FOR IMMEDIATE RELEASE PER-SE STOCKHOLDERS APPROVE COMMON STOCK ISSUANCE IN CONNECTION WITH NDCHEALTH ACQUISITION ALPHARETTA, GA. -- JANUARY 6, 2006 -- Per-Se Technologies, Inc. (Nasdaq: PSTI) today announced that the Company's stockholders approved the issuance of common stock in connection with its proposed acquisition of NDCHealth Corporation (NYSE: NDC). At a special meeting of stockholders held yesterday, more than 99% of the shares voted approved the proposal. The merger is expected to close promptly. Upon the closing of the merger, holders of NDCHealth common stock will receive total consideration of $19.50 for each share held. Each share of NDCHealth common stock will be converted into the right to receive $14.05 in cash, plus a number of shares of Per-Se common stock equal to $5.45 divided by an applicable price per share of Per-Se common stock. Unless Per-Se makes certain issuances of common stock prior to the closing, the applicable price per share of Per-Se common stock will be the average of the volume weighted sales prices per share of Per-Se common stock on the Nasdaq National Market for the 20 consecutive full trading days ending on the third trading day prior to, but not including, the closing date of the merger. ABOUT PER-SE TECHNOLOGIES Per-Se Technologies (Nasdaq: PSTI) is the leader in Connective Healthcare. Connective Healthcare solutions from Per-Se enable healthcare providers to achieve their income potential by creating an environment that streamlines and simplifies the complex administrative burden of providing healthcare. Per-Se's Connective Healthcare solutions help reduce administrative expenses, increase revenue and accelerate the movement of funds to benefit providers, payers and patients. More information about Alpharetta, Georgia-based Per-Se is available at www.per-se.com. SAFE HARBOR STATEMENT This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of management of both companies. There are a number of risks and uncertainties that could cause actual results to differ materially from the expectations of management. You are encouraged to consult the filings which Per-Se makes with the Securities and Exchange Commission for more information concerning such risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release. NEWS RELEASE PAGE 2 OF 2 IMPORTANT LEGAL INFORMATION This communication is being made in respect of the proposed merger involving Per-Se Technologies and NDCHealth Corporation. This communication shall not constitute an offer of any securities for sale. Per-Se has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement/prospectus and other relevant documents concerning the proposed merger. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents, free of charge, from NDCHealth's website (www.ndchealth.com) under the tab "Investor Relations" through the "SEC Filing" link or from Per-Se's website (www.per-se.com) under the tab "Investors" through the "SEC Filing" link. # # # Editor's note: Per-Se Technologies is a registered trademark of Per-Se Technologies, Inc. All other trademarks are the property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----