SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
April 2, 1998 (April 1, 1998)
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Date of Report (Date of earliest event reported)
PHYSICIAN COMPUTER NETWORK, INC.
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(Exact name of registrant as specified in charter)
New Jersey
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(State or other jurisdiction of incorporation)
0-19666
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(Commission File Number)
22-2485688
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(IRS Employer Identification No.)
1200 The American Road
Morris Plains, New Jersey 07950
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(Address of principal executive officers)
(973) 490-3100
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(Registrant's telephone number, including area code)
ITEM 5. Other Events
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On April 2, 1998, the Registrant issued a press release,
announcing that, among other things:
(i) an entity controlled by the Chairman of the Board and largest shareholder of
Registrant has agreed to make an $11,000,000 equity investment in the Registrant
(documents reflecting that agreement and related matters are filed as Exhibits 1
through 5 hereof and are incorporated herein by reference);
(ii) an agreement, subject to completion of definitive agreements, has been
reached with the Registrant's senior lenders to restructure the Registrant's
senior credit facility including the forbearance of all existing defaults under
its senior credit facility;
(iii) the Registrant's independent auditors have advised the Registrant with
respect to the consolidated financial statements for the period ended December
31, 1996 that: (a) they are withdrawing their report on the Registrant's
consolidated financial statements for the period ended December 31, 1996; and
(b) the balance sheet for the period ended December 31, 1996 will need to be
restated;
(iv) the Registrant can not currently project the date on which its final
results for the fourth quarter and the year ended December 31, 1997 will be
released; and
(v) the Registrant expects to report a higher net loss from operations for the
year ended December 31, 1997 than previously announced.
A copy of the press release containing these announcements and
other matters is filed herewith as Exhibit 6 and incorporated herein by
reference.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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No financial statements or pro forma financial information are
required to be filed as a part of this report. There are no financial exhibits
filed as part of this report.
(c) Exhibits.
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Exhibit 1 -- Copy of Escrow Agreement among
the Registrant, JA Special Limited
Partnership and Gordon Altman
Butowsky Weitzen Shalov & Wein
dated April 1, 1998.
Exhibit 2 -- Copy of Stock Purchase
Agreement between the Registrant and
JA Special Limited Partnership dated
April 1, 1998.
Exhibit 3 -- Copy of Common Stock Purchase
Warrant dated April 1, 1998 to
purchase 6,000,000 shares issued
pursuant to the Stock Purchase
Agreement dated April 1,
1998.
Exhibit 4 -- Copy of Letter Agreement
between the Registrant and JA
Special Limited Partnership dated
April 1, 1998 amending the Common
Stock Purchase Warrant dated
September 13, 1995 (previously filed
as Exhibit 3 to a report on Form 8-K
dated September 18, 1995).
Exhibit 5 -- Copy of Article Third (h) of
the Restated Certificate of
Incorporation setting forth the
rights of the holders of Series B
Cumulative Preferred Stock
Exhibit 6 -- Press Release dated April 2,
1998.
SIGNATURE
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.
PHYSICIAN COMPUTER NETWORK, INC.
(REGISTRANT)
Date: April 6, 1998 By: /s/ Paul Antinori
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Paul Antinori
Vice President
EXHIBIT INDEX
Exhibit 1 -- Copy of Escrow Agreement among
the Registrant, JA Special Limited
Partnership and Gordon Altman
Butowsky Weitzen Shalov & Wein dated
April 1, 1998.
Exhibit 2 -- Copy of Stock Purchase
Agreement between the Registrant and
JA Special Limited Partnership dated
April 1, 1998.
Exhibit 3 -- Copy of Common Stock Purchase
Warrant dated April 1, 1998 to
purchase 6,000,000 shares issued
pursuant to the Stock Purchase
Agreement dated April 1,
1998.
Exhibit 4 -- Copy of Letter Agreement
between the Registrant and JA
Special Limited Partnership dated
April 1, 1998 amending the Common
Stock Purchase Warrant dated
September 13, 1995 (previously filed
as Exhibit 3 to a report on Form 8-K
dated September 18, 1995).
Exhibit 5 -- Copy of Article Third (h) of
the Restated Certificate of
Incorporation setting forth the
rights of the holders of Series B
Cumulative Preferred Stock
Exhibit 6 -- Press Release dated April 2,
1998.