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
December 10, 1999 (December 7, 1999)
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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 offices)
(973) 490-3100
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(Registrant's telephone number, including area code)
ITEM 5. Other Events.
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On December 7, 1999, the Registrant and its subsidiaries,
VERSYSS Incorporated, Wismer*Martin, Inc., Integrated Health Systems, Inc. and
PCN HP Venture Corp. (collectively, the "Sellers") entered into an asset
purchase agreement (the "Asset Purchase Agreement") with Medical Manager
Corporation ("Medical Manager") and its subsidiary, Medical Manager Health
Systems, Inc. (the "Purchaser"). Pursuant to the Asset Purchase Agreement, the
Sellers agreed to sell substantially all of their assets to the Purchaser for a
purchase price consisting of $15.5 million in cash and $37.5 million in shares
of the common stock of Medical Manager, subject to certain post-closing
adjustments, plus the assumption of substantially all of the operating
liabilities of the Sellers. The closing of the transaction is anticipated in the
Spring of 2000. The Asset Purchase Agreement and the text of the press
announcing this transaction are attached hereto as exhibits to this Current
Report and are incorporated herein in their entirety by reference.
In connection with the above transaction, the Sellers
voluntarily filed in the United States Bankruptcy Court for the District of New
Jersey (i) on December 7, 1999, their respective petitions (the "Petitions")
under Chapter 11 of the U.S. Bankruptcy Code, and (ii) on December 8, 1999, a
Plan of Reorganization (the "Plan"). The Plan embodies the Asset Purchase
Agreement and provides, among other things, for the payment in full of all of
the Sellers' creditors and for the sale of the Sellers' assets to the Purchaser
upon confirmation of the Plan. The Plan also provides for any proceeds of the
transaction remaining after the payment of creditors and other expenses to be
available for distribution to the Registrant's equity class. Such excess amount
will not be finalized until confirmation of the Plan. The closing of the
transaction contemplated by the Asset Purchase Agreement is subject to such
confirmation of the Plan and to certain other customary conditions to closing.
The Purchaser provided $1.5 million in financing to the Sellers prior to their
filing of the Petitions and has also agreed to provide debtor-in-possession
financing to the Sellers of up to $3.5 million to finance their operations
during the bankruptcy proceeding.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
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Exhibit 1 -- Copy of Press Release dated December 7, 1999.
Exhibit 2 -- Copy of Asset Purchase Agreement dated as of
December 7, 1999, by and among Physician
Computer Network, Inc., VERSYSS Incorporated,
Wismer*Martin, Inc., Integrated Health
Systems, Inc., PCN HP Venture Corp., Medical
Manager Corporation, and Medical Manager
Health Systems, Inc.
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 hereunto duly authorized.
PHYSICIAN COMPUTER NETWORK, INC.
(REGISTRANT)
Date: December 10, 1999 By: /s/ Paul M. Antinori
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Paul M. Antinori
Vice President
EXHIBIT INDEX
Exhibit 1 -- Copy of Press Release dated December 7, 1999.
Exhibit 2 -- Copy of Asset Purchase Agreement dated as of
December 7, 1999, by and among Physician Computer
Network, Inc., VERSYSS Incorporated, Wismer*Martin,
Inc., Integrated Health Systems, Inc., PCN HP
Venture Corp., Medical Manager Corporation, and
Medical Manager Health Systems, Inc.