-----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, To9+FcFtwX7rmqtQUzptgKagIWsksb0RvKCoNInfHiFt3pLmfzILJ8gE8YQ8NwZ3 5BayBO/QE2HziKcjlsRQ0g== 0000950144-99-010301.txt : 19990817 0000950144-99-010301.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950144-99-010301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990816 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PER SE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000878556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 581651222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19480 FILM NUMBER: 99691091 BUSINESS ADDRESS: STREET 1: 2840 MT WILKINSON PARKWAY STREET 2: SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7704445300 MAIL ADDRESS: STREET 1: 2700 CUMBERLAND PKWY STREET 2: STE 300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: MEDAPHIS CORP DATE OF NAME CHANGE: 19931027 8-K 1 PER-SE TECHNOLOGIES, INC. 1 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): August 16, 1999 PER-SE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-19480 58-1651222 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 2840 MT. WILKINSON PARKWAY SUITE 300 ATLANTA, GEORGIA 30339 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 444-5300 MEDAPHIS CORPORATION (Former Name or Former Address, if Changed Since Last Report) Exhibit Index Located on Page: 4 Total Number of Pages: 10 2 Item 5. Other Events. On August 16, 1999, the Registrant announced the change of its corporate name from Medaphis Corporation to Per-Se Technologies, Inc. A copy of the press release announcing the name change is filed as Exhibit 99.1 to this Form 8-K. A copy of the Certificate of Ownership and Merger pursuant to which the name change was effected under Delaware law is filed as Exhibit 99.2 to this Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Registrant on August 16, 1999. 99.2 Certificate of Ownership and Merger merging Per-Se Technologies, Inc. with and into the Registrant. 3 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. Date: August 16, 1999 MEDAPHIS CORPORATION By: /s/ ALLEN W. RITCHIE ------------------------------------- Allen W. Ritchie President and Chief Executive Officer 4 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS ------- ----------------------- 99.1 Press Release issued by the Registrant on August 16, 1999. 99.2 Certificate of Ownership and Merger merging Per-Se Technologies, Inc. with and into the Registrant.
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 medaphis(R)news Per-Se'(TM) Technologies MEDAPHIS CORPORATION 2840 Mt Wilkinson Parkway Suite 300 Atlanta, Georgia 30339 (770) 444-5300 FOR IMMEDIATE RELEASE - --------------------- INVESTOR CONTACT: PUBLIC RELATIONS CONTACT: Caryn Leshynski Angela Jenkins (770) 444-5348 (770) 444-5266 investors@per-se.com angela.jenkins@per-se.com MEDAPHIS COMBINES THE OPERATIONS OF PHYSICIAN SERVICES AND PER-SE TECHNOLOGIES TO CAPITALIZE ON TECHNOLOGY STRENGTHS AND ENHANCE VALUE TO HEALTHCARE PROVIDERS __ COMBINATION RESULTS IN ONE OF THE MOST INTEGRATED, END-TO-END REVENUE OPTIMIZATION SOLUTIONS AVAILABLE FOR HEALTHCARE PROVIDERS __ THE COMPANY ADOPTS PER-SE TECHNOLOGIES, INC. AS NEW CORPORATE NAME ATLANTA - (August 16, 1999) - Medaphis Corporation [Nasdaq:MEDA] announced today that it is combining the operations of Medaphis Corporation and its two core businesses, Medaphis Physician Services and Per-Se Technologies under the Per-Se Technologies name. The reorganization and change in corporate identity will enhance the value and depth of offerings to physician practices and integrated delivery systems. Effective August 16th, Medaphis Corporation will change its name to Per-Se Technologies, Inc. and trade on the Nasdaq National Market under the ticker symbol "PSTI." The new organization reflects the Company's strategic focus on expanding its leading-edge technology solutions and business management services to create the market's most integrated end-to-end revenue optimization solution for healthcare providers. Revenue optimization in healthcare refers to providing the appropriate level of cost-effective, quality care and obtaining the proper reimbursement as quickly as possible. --MORE-- 2 MEDAPHIS NEWS RELEASE The combined business offers a unique portfolio of integrated SOFTWARE SOLUTIONS, expert BUSINESS MANAGEMENT SERVICES and Internet-enabled CONNECTIVITY; annual revenues of approximately $350 million; enterprise value in excess of $500 million; and more than 6,400 employees and 186 offices. The new Per-Se Technologies ranks as the third largest healthcare information technology company worldwide based on 1998 revenues, with a customer base in excess of 18,000 physicians and 2,000 healthcare organizations. Allen W. Ritchie, president and chief executive officer said, "In today's dynamic healthcare environment, quality patient care remains the number one priority of healthcare providers. At the same time, managed care is forcing providers to assume financial risk as never before. The new Per-Se Technologies offers physician practices and integrated delivery systems leading-edge solutions to improve the efficiency of their financial and clinical management processes. Given the complexity of healthcare, this can't be done with technology alone and the Internet by itself won't solve the problem. Our competitive advantage is in our ability to provide an integrated solution - experienced people, proven software and extensive connectivity." The Company also announced that Philip M. Pead has been named executive vice president and chief operating officer. Ritchie commented, "In his new role, Phil will be responsible for the combined operating functions. As former president of the Per-Se business unit, Phil led the successful integration of the Company's six technology units. This experience in addition to his extensive background in healthcare and technology makes him uniquely qualified to manage this transition." Combining the operations of Medaphis Physician Services and Per-Se Technologies streamlines the organization, enhances its cross-selling capabilities and optimizes its infrastructure investment. The new Per-Se Technologies has 25 years of experience in delivering value-added products and services to healthcare providers. The unique combination of integrated SOFTWARE SOLUTIONS, expert BUSINESS MANAGEMENT SERVICES and Internet-enabled CONNECTIVITY provides Per-Se Technologies with the right tools to address the business of healthcare. ABOUT PER-SE TECHNOLOGIES, INC. Per-Se Technologies, Inc. [Nasdaq: PSTI] is a global leader in delivering integrated financial and clinical software solutions, comprehensive business management services, and Internet-enabled connectivity. Per-Se Technologies enables integrated delivery systems and physician practices to simultaneously optimize the quality of care delivered and profitability of business operations. Ranked the third largest HIT and services company worldwide, Per-Se Technologies supports more than 18,000 physicians and 2,000 healthcare organizations, with solutions managing 20 million patient lives online. Additional information is available at http://www.per-se.com. EX-99.2 3 CERTIFICATE OF OWNER & MERGER 1 EXHIBIT 99.2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING PER-SE TECHNOLOGIES, INC. WITH AND INTO MEDAPHIS CORPORATION (Pursuant to Section 253 of the Delaware General Corporation Law) Medaphis Corporation (the "Company"), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, DOES HEREBY CERTIFY: FIRST: That the Company is incorporated pursuant to the Delaware General Corporation Law. SECOND: That the Company owns all of the outstanding shares of capital stock of Per-Se Technologies, Inc., a Delaware corporation. THIRD: That the Company, by the following resolutions of its Board of Directors, duly adopted on August 11, 1999, determined to effect a merger of Per-Se Technologies, Inc. with and into the Company (the "Merger"), with the Company being the surviving corporation, on the conditions set forth in such resolutions: WHEREAS, the Board has determined that it is the best interests of the Company and its stockholders for the Company's name be changed to "Per-Se Technologies, Inc." by forming a wholly-owned subsidiary, merging the subsidiary with and into the Company under Section 253 of the Delaware General Company Law, and having the name of the Company changed to "Per-Se Technologies, Inc." in the merger. NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company are authorized to form a wholly-owned Delaware subsidiary of the Company having the name "Per-Se Technologies, Inc." (the "Subsidiary"); FURTHER RESOLVED, that the officers of the Company are authorized to merge the Subsidiary with and into the Company pursuant to a Certificate of Ownership and Merger in substantially such form as may be approved by any officer of the Company, as evidenced by such officer's execution of such Certificate of Ownership and Merger; FURTHER RESOLVED, that such Certificate of Ownership and Merger shall be filed with the Secretary of State of the State of Delaware as soon as practicable after the adoption of these resolutions; 2 FURTHER RESOLVED, that the terms of the merger of the Subsidiary with and into the Company (the "Merger") shall be as follows: 1. Merger. As of the Effective Time (as defined below), the Subsidiary shall be merged with and into the Company, with the Company being the surviving corporation. The surviving corporation as it shall exist after the Effective Time shall be referred to hereinafter as the "Surviving Corporation." 2. Effective Time. The Effective Time shall be 8:30 a.m., local time, on Monday, August 16, 1999. 3. Conversion of Shares of the Subsidiary. At the Effective Time, each of the shares of common stock of the Subsidiary then issued and outstanding shall be cancelled and retired and shall cease to be outstanding, and no shares of common stock or other securities of the Surviving Corporation shall be issued in respect thereof. 4. Conversion of Shares of the Company. At the Effective Time, each share of common stock of the Company presently issued and outstanding shall remain outstanding as one fully paid and nonassessable share of common stock of the Surviving Corporation. 5. Certificate of Incorporation. The Amended and Restated Certificate of Incorporation of the Company as in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation following the Effective Time unless and until the same shall be amended or repealed in accordance with the provisions thereof; provided, however, that as of the Effective Time the name of the Company shall be changed to "Per-Se Technologies, Inc." 6. By-laws. The Amended and Restated By-laws of the Company as in effect at the Effective Time shall be the By-laws of the Surviving Corporation following the Effective Time unless and until the same shall be amended or repealed in accordance with the provisions thereof. 7. Board of Directors and Officers. The members of the Board of Directors and the officers of the Surviving Corporation immediately after the Effective Time shall be those persons who were the members of the Board of Directors and the officers, respectively, of the Company immediately prior to the Effective Time, and such persons shall serve in such offices, respectively, for the terms provided by law or in the By-laws of the Surviving Corporation, or until their respective successors are elected and qualified. FURTHER RESOLVED, that as of the Effective Time the name of the Company shall be changed to "Per-Se Technologies, Inc."; -2- 3 FURTHER RESOLVED, that the officers of the Company are authorized to make appropriate arrangements for stock certificates reflecting the new name of the Company, including the selection of a new form of stock certificate and, if necessary in the event new stock certificates are not available at the time of the name change, the stamping of the new name of the Company on the Company's current form of stock certificate (all in compliance with Nasdaq and other applicable regulations); FURTHER RESOLVED, that the officers of the Company are authorized to make arrangements for a new corporate seal reflecting the new name of the Company; FURTHER RESOLVED, that the officers of the Company are authorized and directed by and on behalf of the Company to prepare, execute, deliver and file any and all other agreements, amendments, certificates, instruments and documents of any nature whatsoever and to take all such actions and to do all such things, as they, in their discretion, deem to be necessary or desirable to effect the purpose and intent of the above resolutions, including the preparation and delivery of such other documents as may be required by Nasdaq in connection with the name change; and FURTHER RESOLVED, that any and all actions previously taken by the Company or its officers in connection with the transactions contemplated by these resolutions are hereby approved and ratified. FOURTH: That the above resolutions have not been modified or rescinded and are in full force and effect on the date hereof. FIFTH: That upon the effective date and time of the Merger the name of the surviving corporation shall be "Per-Se Technologies. Inc." SIXTH: The Merger shall become effective at 8:30 a.m., local time, on Monday, August 16, 1999. [Signature on next page] -3- 4 IN WITNESS WHEREOF, Medaphis Corporation has caused this certificate to be signed by its duly authorized officer this 11th day of August, 1999. MEDAPHIS CORPORATION By: /s/ ALLEN W. RITCHIE ----------------------- Allen W. Ritchie President and Chief Executive Officer -4- -----END PRIVACY-ENHANCED MESSAGE-----