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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
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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) 444-5300
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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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THIS CURRENT REPORT ON FORM 8-K/A IS BEING FILED AS A RESULT OF THE
COMPANY'S RESTATEMENT OF ITS CONSOLIDATED 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 JUNE 29, 1996 (THE "ORIGINAL FILING"), THE
ORIGINAL FILING IS HEREBY SUPERSEDED AND AMENDED. TO THE EXTENT THE ORGINAL
FILING IS UNAFFECTED BY THE RESTATEMENT, THE ORIGINAL FILING HAS NOT BEEN
UPDATED OR CORRECTED TO REFLECT EVENTS OCCURING 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 guarauntees 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 2. Acquisition or Disposition of Assets.
Medaphis Corporation, a Delaware corporation ("Medaphis"), acquired all
of the outstanding capital stock of Health Data Sciences Corporation, a
Delaware corporation ("HDS"), in a merger transaction (the "Merger") on June
29, 1996. The Merger was consummated in accordance with the terms of that
certain Amended and Restated Merger Agreement (the "Merger Agreement"), dated
as of May 23, 1996, by and among Medaphis, HDS and HDSSub, Inc., a Delaware
corporation and a wholly owned subsidiary of Medaphis ("HDSSub"). Under the
Merger Agreement, HDSSub was merged with and into HDS with HDS surviving the
Merger.
The aggregate consideration paid by Medaphis in connection with the
Merger was approximately 6,212,000 shares of Medaphis common stock. In
addition, Medaphis assumed HDS stock options representing approximately 433,000
additional shares of Medaphis common stock. The total consideration paid in
the Merger was determined through arm's length negotiations between
representatives of Medaphis and HDS. Neither Medaphis, HDSSub, nor any of
their affiliates had, nor to the knowledge of Medaphis or HDSSub did any
director or officer or any associate have, any material relationship with HDS
prior to the Merger.
Each outstanding share of HDS common stock (other than treasury shares
and shares held by stockholders who perfected their appraisal rights under
Delaware law) was exchanged into .7912 of a share of Medaphis common stock in
the Merger. Medaphis filed a Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
covering the shares of Medaphis common stock issued in connection with the
Merger.
HDS, headquartered in San Bernardino, California, is a developer and
supplier of healthcare information systems to institutions, payors, healthcare
networks, and providers. HDS offers a product line generally known as
ULTICARE(R), an integrated information system which addresses a healthcare
enterprise's information needs through the integrated monitoring, scheduling,
documentation, and control of patient care activities. To accomplish this,
patient care workstations are situated throughout the enterprise: at patient
bedsides, at nursing stations, in ancillary departments (laboratory, radiology,
pharmacy, etc.), in physician offices and with mobile health workers such as
home care staff. HDS forms relationships throughout the organization,
especially with senior management of integrated delivery systems (whether
payor, provider, or practitioner based). HDS has extensive experience in most
phases of patient care automation: nursing, physicians, laboratories,
radiology, pharmacy, case management, and quality assurance, among others. HDS
customers include hospitals, integrated healthcare enterprises, health
maintenance organizations, municipal healthcare systems and elder care
organizations.
Item 5. Other Events.
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, in December 1995 for which Medaphis recognized associated
license fee revenue in 1995. Subsequent to the issuance of Medaphis' 1995
unaudited pro forma combined financial statements in the Company's Current
Report on Form 8-K dated June 29, 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.
For additional information, the reader may wish to refer to the
Company's Current Report on Form 8-K/A dated June 29, 1996 filed on November
14, 1996, the Company's Current Report on Form 8-K/A-2 dated June 29, 1996
filed on January 10, 1997, the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996 filed on November 14, 1996, the
Company's Current Report on Form 8-K/A dated February 8, 1996 filed on January
10, 1997, the Company's Current Report on Form 8-K/A dated March 13, 1996 filed
on January 10, 1997, the Company's Current Report on Form 8-K/A dated April 3,
1996 filed on January 10, 1997, the Company's Current Report on Form 8-K/A
dated May 6, 1996 filed on January 10, 1997, the Company's Current Report on
Form 8-K/A dated May 29, 1996 filed on January 10, 1997, the Company's
Quarterly Report on Form 10-Q/A for the quarterly period ended March 31,
1996 filed on January 10, 1997, the Company's Quarterly Report on Form 10-Q/A
for the quarterly period ended June 30, 1996 filed on January 10, 1997 and the
Company's Annual Report on Form 10-K/A for the fiscal year ended December 31,
1995 filed on January 10, 1997.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) The following HDS Financial Statements, together with the
independent auditors' reports thereon, are included as Exhibit
99.1:
(i) Consolidated Balance Sheets as of March 31, 1996 and 1995
(audited);
(ii) Consolidated Statements of Operations for the fiscal years
ended March 31, 1996, 1995 and 1994 (audited);
(iii) Consolidated Statements of Stockholders' Equity for the
fiscal years ended March 31, 1996, 1995 and 1994
(audited);
(iv) Consolidated Statements of Cash Flows for the years ended
March 31, 1996, 1995 and 1994 (audited); and
(v) Notes to Consolidated Financial Statements.
(b) The Unaudited Pro Forma Combined Financial Information of the
Registrant for the years ended December 31, 1995, 1994 and 1993,
the three months ended March 31, 1996, and as of March 31,
1996, and the notes thereto, is included herein as Exhibit 99.2.
(c) Exhibits
2.1* Amended and Restated Merger Agreement among Medaphis
Corporation, HDSSub, Inc. and Health Data Science Corporation,
dated as of May 23, 1996.
2.2* Certificate of Merger, as filed by HDS on July 1, 1996, with the
Secretary of State of Delaware.
23.1* Consent of Deloitte & Touche LLP.
99.1* Financial Statements for HDS, as described in Item 7(a) of this
8-K.
99.2 Pro Forma Financial Statements, as described in Item 7(b) of
this 8-K.
99.3* Text of Press Release of Medaphis Corporation, dated May 24,
1996.
99.4* Text of Press Release of Medaphis Corporation, dated July 1,
1996.
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* Previously filed with Registrant's Current Report on Form 8-K dated June 29,
1996.
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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
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Exhibit Page No.
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2.1* Amended and Restated Merger Agreement among Medaphis ----
Corporation, HDSSub, Inc. and Health Data Sciences
Corporation, dated as of May 23, 1996.
2.2* Certificate of Merger, as filed by HDS on July 1, 1996, with the ----
Secretary of State of Delaware.
23.1* Consent of Deloitte & Touche LLP. ----
99.1* Financial Statements for HDS, as described in Item 7(a) of this 8-K. ----
99.2 Pro Forma Financial Statements, as described in Item 7(b) of this 8-K. ----
99.3* Text of Press Release of Medaphis Corporation, dated May 24, 1996. ----
99.4* Text of Press Release of Medaphis Corporation, dated July 1, 1996. ----
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* Previously filed with Registrant's Current Report on Form 8-K dated June 29,
1996,
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