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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 1996
MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-19480 58-1651222
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA
(Address of principal executive 30339
offices) (Zip Code)
Registrant's telephone number, including area code: (770) 444-5300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 5
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ITEM 5. OTHER EVENTS.
Effective June 29, 1996, Medaphis Corporation, a Delaware corporation
("Medaphis"), acquired Health Data Sciences Corporation, a Delaware corporation
("HDS"), in a merger transaction (the "HDS Merger") pursuant to the terms of the
HDS Merger Agreement (the "HDS Merger Agreement"), dated as of May 23, 1996, by
and among Medaphis, HDS and HDSSub, Inc., a Georgia corporation and a wholly
owned subsidiary of Medaphis ("HDSSub"). In the HDS Merger, HDSSub merged with
and into HDS with HDS surviving such HDS Merger as a wholly owned subsidiary of
Medaphis.
The HDS 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 restated
supplemental consolidated financial statements for Medaphis have been prepared
to give retroactive effect to the HDS Merger on June 29, 1996 and appear herein
as Exhibit 99.1.
The Company has restated its financial statements for the three months and
year ended December 31, 1995 and as of March 31, 1996 and June 30, 1996. The
restatement results primarily from a software licensing agreement entered into
by a European joint venture formed by Imonics Corporation ("Imonics") (the
"Joint Venture") in December 1995 for which the Company recognized associated
license fee revenue in 1995. Subsequent to the issuance of the Company's 1995
consolidated financial statements, management discovered unauthorized
correspondence made by an Imonics employee which created a contingency for the
license fee payable under this agreement. Such contingency precluded recognition
of license fee revenue in 1995 associated with this agreement.
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,
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Medaphis and Supplemental Quarterly Consolidated Statements of
Income (Loss) have been prepared to give retroactive effect to the HDS Merger
and restatement and appear herein as Exhibits 99.2, 99.3 and 99.4, 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
Restated), as described in Item 5 of this Form 8-K/A.
99.2 -- Supplemental Consolidated Financial Data of Medaphis Corporation (As Restated), as
described in Item 5 of this Form 8-K/A.
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/A.
99.4 -- Supplemental Quarterly Consolidated Statements of Operations (As Restated), as
described in Item 5 of this Form 8-K/A.
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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.
MEDAPHIS CORPORATION
By: /s/ MICHAEL R. COTE
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Michael R. Cote
Senior Vice President -- Finance,
Chief Financial Officer and
Assistant Secretary
Date: November 14, 1996
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INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
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23.1 -- Consent of Deloitte & Touche LLP.
99.1 -- Supplemental Consolidated Financial Statements of Medaphis Corporation
(As Restated), as described in Item 5 of this Form 8-K/A.
99.2 -- Selected Supplemental Consolidated Financial Data of Medaphis Corporation
(As Restated), as described in Item 5 of this Form 8-K/A.
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/A.
99.4 -- Supplemental Quarterly Consolidated Statements of Income (Loss) (As
Restated), as described in Item 5 of this Form 8-K/A.
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