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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): APRIL 3, 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 30339
SUITE 300 (Zip Code)
ATLANTA, GEORGIA
(Address of principal executive
offices)
Registrant's telephone number, including area code: (770) 444-5300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Exhibit Index Located on Page: 5
Total Number of Pages:
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THIS CURRENT REPORT ON FORM 8-K/A IS BEING FILED AS A RESULT OF THE
COMPANY'S RESTATEMENT OF ITS FINANCIAL STATEMENTS FOR THE THREE MONTHS AND YEAR
ENDED DECEMBER 31, 1995 AND AS OF MARCH 31, 1996 AND JUNE 30, 1996. TO THE
EXTENT THIS AMENDED FILING IS INCONSISTENT WITH THE COMPANY'S CURRENT REPORT ON
FORM 8-K DATED APRIL 3, 1996 (THE "ORIGINAL FILING"), THE ORIGINAL FILING IS
HEREBY SUPERSEDED AND AMENDED. TO THE EXTENT THE ORIGINAL FILING IS UNAFFECTED
BY THE RESTATEMENT, THE ORIGINAL FILING HAS NOT BEEN UPDATED OR CORRECTED TO
REFLECT EVENTS OCCURRING SUBSEQUENT TO THE DATE OF THE ORIGINAL FILING.
This Form 8-K/A contains statements which may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Those statements include statements regarding the intent, belief or current
expectations of Medaphis Corporation and members of its management team.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those contemplated by such
forward-looking statements. Important factors currently known to management
that could cause actual results to differ materially from those in
forward-looking statements are set forth in the Safe Harbor Compliance Statement
included as Exhibit 99 to the Form 10-Q filed on November 14, 1996, and are
hereby incorporated herein by reference. The Company undertakes no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
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 as well as give effect for the
restatement described below, and appear herein as Exhibit 99.1.
Medaphis has restated its supplemental consolidated financial statements
for the three months and year ended December 31, 1995, and as of March 31, 1996.
The restatement results primarily from a software licensing agreement entered
into by Imonics Corporation, a wholly owned subsidiary of Medaphis ("Imonics"),
in December 1995 for which Medaphis recognized associated license fee revenue in
1995. Subsequent to the issuance of Medaphis' 1995 supplemental consolidated
financial statements in the Company's Current Report on Form 8-K dated April 3,
1996, management discovered unauthorized correspondence 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 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, as well as give effect for the
aforementioned restatement, 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 Restated), as described in Item 5 of this
Form 8-K/A.
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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.
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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, thereunto duly authorized.
Date: January 10, 1997 MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
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Michael R. Cote
Senior Vice President -- Finance,
Chief Financial Officer and
Assistant Secretary
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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 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.
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