UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): December 1, 2004
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19480 58-1651222
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1145 Sanctuary Parkway, Suite 200, Alpharetta, Georgia 30004
(Address of principal executive offices) (Zip Code)
(770) 237-4300
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) and (d) John W. Danaher, M.D., has been elected to the Board of Directors of
Per-Se Technologies, Inc. effective as of December 1, 2004, to fill
a vacancy resulting from an increase in the size of the Board. He
has been elected for a term ending on the date of Per-Se's 2005
Annual Meeting. The Board of Directors has determined that Dr.
Danaher is an independent director within the meaning of NASD Rule
4200(a)(15), and he has also been elected to the Compensation,
Compliance and Governance Committees of the Board. There were no
arrangements or understandings between Dr. Danaher and any other
person pursuant to which he was selected as a director, and there
are and have been no transactions, either since the beginning of
Per-Se's last fiscal year or currently proposed, regarding Dr.
Danaher that are required to be disclosed by Item 404(a) of
Regulation S-K.
Stephen A. George, M.D., and David R. Holbrooke, M.D., both of whom
are currently members of the Board of Directors of Per-Se
Technologies, Inc., have informed Per-Se that they do not intend to
stand for re-election at Per-Se's 2005 Annual Meeting.
A copy of the press release announcing Dr. Danaher's election and
the intention of Drs. George and Holbrooke not to stand for
re-election is attached hereto as Exhibit 99.1 and is incorporated
herein by reference
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit 99.1 - Press Release dated December 3, 2004.
Signatures
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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: December 3, 2004
PER-SE TECHNOLOGIES, INC.
By: /s/ CHRIS E. PERKINS
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Chris E. Perkins
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release dated December 3, 2004.