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 31, 1996
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Physician Support Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-80731 13-3624081
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Route 230 and Eby-Chiques Road, Mt. Joy, PA 17552
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 653-5340
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not applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, Physician Support Systems, Inc., a Delaware
corporation (the "Company"), acquired all of the outstanding capital stock of
Revenue Production Management, Inc., an Illinois corporation ("RPM"), through a
merger of a wholly owned subsidiary of the Company with and into RPM (the
"Merger"). RPM provides billing, accounts receivable management and other
business services to hospitals and hospital-based physicians.
All of the shares of capital stock of RPM issued and outstanding
immediately before the Merger were converted at the time of the Merger into the
right to receive an aggregate of 315,048 shares of common stock, par value
$.001 per share (the "Common Stock"), of the Company. The Merger will be
accounted for by the Company as a "pooling of interests."
In connection with the Merger, the Company granted the former RPM
stockholders the right to include their shares of Common Stock acquired in the
Merger in certain registrations of Common Stock and to demand, under certain
circumstances and subject to certain limitations, that their shares of Common
Stock be registered for public sale at various times.
In addition, each of the former RPM stockholders entered into
employment agreements with RPM in connection with the Merger, pursuant to which
they agreed to be employed by RPM for a period of three or four years after the
Merger, as the case may be.
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
As of the date of this Report, it is impracticable to provide the
required financial statements and pro forma financial information relating to
RPM. Such statements and information will be filed as soon as they become
available, and in any event not later than 60 days after the date this Report is
filed with the Securities and Exchange Commission.
(c) Exhibits.
(2) Agreement and Plan of Merger, dated as of December 31, 1996,
among Physician Support Systems, Inc., PSS Revenue Production
Management, Inc. and Revenue Production Management, Inc.
(omitting schedules and exhibits thereto, which will be furnished
supplementally to the Commission upon request).
(4) Registration Rights Agreement, dated as of December 31, 1996,
among Physician Support Systems, Inc. and the former stockholders
of Revenue Production Management, Inc.
(99) Copy of press release issued by the Company on January 2, 1997.
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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 hereunder duly authorized.
Date: January 8, 1997.
PHYSICIAN SUPPORT SYSTEMS, INC.
By: /s/ David S. Geller
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David S. Geller
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit 2
Agreement and Plan of Merger, dated as of December 31, 1996, among Physician
Support Systems, Inc., PSS Revenue Production Management, Inc. and Revenue
Production Management, Inc. (omitting schedules and exhibits thereto, which will
be furnished supplementally to the Commission upon request).
Exhibit 4
Registration Rights Agreement, dated as of December 31, 1996, among Physician
Support Systems, Inc. and the former stockholders of Revenue Production
Management, Inc.
Exhibit 99
Copy of press release issued by the Company on January 2, 1997.
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