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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): December 31, 1996
MEDAPHIS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-19480 58-1651222
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770)444-5300
NOT APPLICABLE
(Former Name of Former Address, if Changed Since Last Report)
Exhibit Index Located on Page: 4
Total Number of Pages: 16
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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 ENDED
MARCH 31, 1996, JUNE 30, 1996, SEPTEMBER 30, 1996 AND DECEMBER 31, 1996. TO
THE EXTENT THIS AMENDED FILING IS INCONSISTENT WITH THE COMPANY'S CURRENT
REPORT ON FORM 8-K DATED DECEMBER 31, 1996 (THE "ORIGINAL FILING"), THE
ORIGINAL FILING IS HEREBY SUPERCEDED AND AMENDED.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 99.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 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
On February 5, 1997, Medaphis Corporation (the "Company") issued the
press release attached hereto as Exhibit 99.1.
In addition, the Company has entered into the written agreement
attached hereto as Exhibit 99.2, executed by all of the financial institutions
that are parties thereto, on February 4, 1997, regarding the amendment and
restatement of its existing revolving credit facilities. In connection
therewith, the Company entered into one or more written agreements in the form
attached hereto as Exhibit 4.1, executed by the Company on February 4, 1997,
regarding the issuance of warrants to purchase up to an aggregate of 1,694,201
shares of the Company's common stock, par value $.01 per share.
Also, the Company has filed its 1995 consolidated financial statements
attached hereto as Exhibit 99.3. These financial statements were previously
filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on July
9, 1996 (as amended by the Company's Current Report on Forms 8-K/A and 8-K/A-2,
filed on November 14, 1996 and January 10, 1997, respectively), as the Company's
supplemental consolidated financial statements.
The Company also has filed certain financial data attached hereto as
Exhibit 99.4, relating to its lines of business for the quarterly periods ended
March 31, 1996 and 1995, June 30, 1996 and 1995, September 30, 1996 and 1995,
and December 31, 1996 and 1995, respectively.
The Company also has filed the Safe Harbor Compliance Statement for
Forward-Looking Statements (the "Safe Harbor Statement") attached hereto as
Exhibit 99.5 in connection with its continuing effort to qualify its written
and oral forward-looking statements for the safe harbor protection of the
Private Securities Litigation Reform Act of 1995, 15 U.S.C.A. Sections 77z-2
and 78u-5 (Supp. 1996). The Safe Harbor Statement filed herewith supercedes
the Safe Harbor Statement filed as Exhibit 99 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1996 and the Company
undertakes no obligation to update or revise the Safe Harbor Statement to
reflect future developments.
As a result of a review initiated by senior management and the Audit
Committee of the Board of Directors (the "Audit Committee") in March 1997 prior
to completion of the audit process for the Company's 1996 fiscal year,
information was developed that certain revenues and expenses may have been
recorded incorrectly between certain quarters during 1996. At the conclusion
of the review, the Company determined that there were certain accounting errors
and irregularities and that its interim financial statements for each fiscal
quarter of 1996 required restatement as set forth herein. These errors and
irregularities consisted primarily of the following: (1) incorrect quarterly
recording of revenues and the related costs and expenses for certain contracts;
(2) incorrect quarterly recording of certain liabilities for employee bonuses
and related expenses; (3) certain costs and expenses of certain acquired
companies, which were later determined not to be properly recordable, were
recognized by those companies in periods prior to their acquisitions, resulting
in an overstatement of the Company's earnings subsequent to those acquisitions;
and (4) incorrect depreciation of certain assets related to the Company's
comprehensive reengineering and consolidation project.
The Company has determined that all appropriate adjustments have been
made to its interim financial statements and that its consolidated financial
statements, taken as a whole, present fairly in all material respects the
Company's financial position, results of operations and cash flows for its
fiscal year ended December 31, 1996 in conformity with generally accepted
accounting principles. All adjustments were for inter-period transactions and
had no effect on the Company's 1996 annual pro forma net loss as previously
reported and as set forth herein.
Item 7. Exhibits
Exhibit No.
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4.1* Form of Warrant, dated February 4, 1997.
23.1* Consent of Deloitte & Touche LLP.
27* Financial Data Schedule (for SEC use only).
99.1 Text of press release of Medaphis Corporation, dated February
5, 1997.
99.2* Second Amended and Restated Credit Agreement, dated as of
February 4, 1997, among Medaphis Corporation, the lenders
listed therein, and the Agent.
99.3* Consolidated Financial Statements and Financial Statement
Schedule of Medaphis Corporation, as described in Item 5 of
this Current Report on Form 8-K.
99.4 Quarterly Consolidated Segment Data of Medaphis Corporation,
as described in Item 5 of this Current Report on Form 8-K.
99.5* Safe Harbor Compliance Statement for Forward-Looking
Statements.
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* Previously filed with Registrant's Current Report on Form 8-K filed on
February 18, 1997.
THIS FORM 8-K CONTAINS STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). 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 FOR FORWARD-LOOKING STATEMENTS
INCLUDED AS EXHIBIT 99.6 TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996, AND ARE HEREBY INCORPORATED 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.
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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: April 28, 1997
MEDAPHIS CORPORATION
By: /s/ Jerome H. Baglien
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Jerome H. Baglien
Senior Vice President,
Chief Financial Officer
and Assistant Secretary
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INDEX
4.1* Form of Warrant, dated February 4, 1997.
23.1* Consent of Deloitte & Touche LLP.
27* Financial Data Schedule (for SEC use only).
99.1 Text of press release of Medaphis Corporation, dated February
5, 1997.
99.2* Second Amended and Restated Credit Agreement, dated as of
February 4, 1997, among Medaphis Corporation, the lenders listed
therein, and the Agent.
99.3* Consolidated Financial Statements and Financial Statement
Schedule of Medaphis Corporation, as described in Item 5 of
this Current Report on Form 8-K.
99.4 Quarterly Consolidated Segment Data of Medaphis Corporation, as
described in Item 5 of this Current Report on Form 8-K.
99.5* Safe Harbor Compliance Statement for Forward-Looking Statements.
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Previously filed with Registrant's Current Report on 8-K filed on February 18,
1997.
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