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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): April 3, 1996
Medaphis Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-19480
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(Commission File Number)
58-1651222
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(IRS Employer Identification Number)
2700 Cumberland Parkway
Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 319-3300
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 5
Total Number of Pages: __
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Item 5. Other Events.
Effective April 3, 1996, Medaphis Corporation, a Delaware corporation
("Medaphis"), acquired Rapid Systems Solutions, Inc., a Maryland corporation
("RSSI"), in a merger transaction (the "RSSI Merger") pursuant to the terms of
the RSSI Merger Agreement (the "RSSI Merger Agreement"), dated as of March 12,
1996, by and among Medaphis, RSSI and RIPSub, Inc., a Georgia corporation and a
wholly owned subsidiary of Medaphis ("RIPSub"). In the RSSI Merger, RIPSub
merged with and into RSSI with RSSI surviving such RSSI Merger as a wholly owned
subsidiary of Medaphis.
Effective May 6, 1996, Medaphis acquired BSG Corporation, a Delaware
corporation ("BSG"), in a merger transaction (the "BSG Merger") pursuant to the
terms of the BSG Merger Agreement (the "BSG Merger Agreement"), dated as of
March 15, 1996, by and among Medaphis, BSG and BSGSub, Inc., a Delaware
corporation and a wholly owned subsidiary of Medaphis ("BSGSub"). In the BSG
Merger, BSGSub merged with and into BSG with BSG surviving such Merger as a
wholly owned subsidiary of Medaphis.
Each of the RSSI Merger and the BSG Merger has been accounted for as a
pooling of interests. Generally accepted accounting principles proscribe giving
effect to a consummated business combination accounted for by the pooling of
interests method in financial statements that do not include the date of
consummation. The supplemental consolidated financial statements for Medaphis
have been prepared to give retroactive effect to both the RSSI Merger on April
3, 1996 and the BSG Merger on May 6, 1996 and appear herein as Exhibit 99.1.
The supplemental consolidated financial statements do not extend through
the date of consummation. However, they will become the historical consolidated
financial statements of Medaphis after financial statements covering the date of
consummation of the business combination are issued.
In addition, the Selected Supplemental Consolidated Financial Data and
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Medaphis have been prepared to give retroactive effect to both the
RSSI Merger and the BSG Merger, and appear herein as Exhibits 99.2 and 99.3,
respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
23.1 Consent of Deloitte & Touche LLP.
99.1 Supplemental Consolidated Financial Statements of Medaphis
Corporation, as described in Item 5 of this Form 8-K.
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99.2 Selected Supplemental Consolidated Financial Data of Medaphis
Corporation, as described in Item 5 of this Form 8-K.
99.3 Management's Discussion and Analysis of Financial Condition
and Results of Operations of Medaphis Corporation, as
described in Item 5 of this Form 8-K.
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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: May 23, 1996 MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance &
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Page No.
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23.1 Consent of Deloitte & Touche LLP.
99.1 Supplemental Consolidated Financial Statements of Medaphis
Corporation, as described in Item 5 of this Form 8-K.
99.2 Selected Supplemental Consolidated Financial Data of Medaphis
Corporation, as described in Item 5 of this Form 8-K.
99.3 Management's Discussion and Analysis of Financial Condition
and Results of Operations of Medaphis Corporation, as described
in Item 5 of this Form 8-K.
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