UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JANUARY 6, 2006
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19480 58-1651222
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) 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))
On January 12, 2006, Per-Se Technologies, Inc. (the "Company" or the
"Registrant") filed a Current Report on Form 8-K (the "Form 8-K") with the
Securities and Exchange Commission to report, among other items, the completion
of its acquisition of NDCHealth Corporation ("NDCHealth"). This Form 8-K/A is
being filed to provide required financial statements and pro forma financial
information within 71 days after the date on which the Form 8-K was required to
be filed. Item 9.01 of the Form 8-K is hereby amended and restated as follows:
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The following financial statements of NDCHealth were filed as part of
Amendment No. 2 to the Company's Registration Statement on Form S-4 (File No.
333-128612) (the "Form S-4") and are incorporated herein by reference:
- Consolidated Financial Statements as of May 27, 2005 and May 28, 2004,
and for each of the three years in the period ended May 27, 2005.
- Condensed Consolidated Financial Statements for the three months ended
September 2, 2005 and August 27, 2004 (Unaudited).
(b) Pro Forma Financial Information.
The pro forma financial information set forth in the section entitled
"Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page
142 and ending on page 154 of the Form S-4 is incorporated herein by reference.
(c) Exhibits.
The following exhibits are filed with this Report:
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1* Agreement and Plan of Merger, dated as of August 26, 2005, by and
among the Company, Purchaser and NDCHealth (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on August 30, 2005). Schedules and similar attachments to this
exhibit have not been filed. The Company agrees to furnish
supplementally a copy of any of these materials to the Securities and
Exchange Commission upon request.
2.2* Stock Purchase Agreement, dated as of August 26, 2005, by and among WK
Health, the Information Management Subsidiary and NDCHealth
(incorporated herein by reference to Exhibit 2.1 to NDCHealth's
Current Report on Form 8-K filed on August 29, 2005). Schedules and
similar attachments to this exhibit have not been filed. The Company
agrees to furnish supplementally a copy of any of these materials to
the Securities and Exchange Commission upon request.
10.1* Amended and Restated Credit Agreement, dated as of January 6, 2006,
among the Company, certain domestic subsidiaries of the Company, Bank
of America, N.A., Wachovia Bank, National Association, and the other
lenders party thereto.
10.2* Data Supply and Services Agreement, dated as of January 6, 2006, by
and among the Information Management Subsidiary, NDCHealth and the
Company.
10.3* Retail Informatics and Services Agreement, dated as of January 6,
2006, by and between the Information Management Subsidiary and
NDCHealth.
23.1 Consent of Ernst & Young LLP.
99.1* Press Release dated January 6, 2006.
99.2* Press Release dated January 9, 2006.
* Previously filed.
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.
Date: March 20, 2006
PER-SE TECHNOLOGIES, INC.
By: /s/ CHRIS E. PERKINS
------------------------------------
Chris E. Perkins
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1* Agreement and Plan of Merger, dated as of August 26, 2005, by and
among the Company, Purchaser and NDCHealth (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on August 30, 2005). Schedules and similar attachments to this
exhibit have not been filed. The Company agrees to furnish
supplementally a copy of any of these materials to the Securities and
Exchange Commission upon request.
2.2* Stock Purchase Agreement, dated as of August 26, 2005, by and among WK
Health, the Information Management Subsidiary and NDCHealth
(incorporated herein by reference to Exhibit 2.1 to NDCHealth's
Current Report on Form 8-K filed on August 29, 2005). Schedules and
similar attachments to this exhibit have not been filed. The Company
agrees to furnish supplementally a copy of any of these materials to
the Securities and Exchange Commission upon request.
10.1* Amended and Restated Credit Agreement, dated as of January 6, 2006,
among the Company, certain domestic subsidiaries of the Company, Bank
of America, N.A., Wachovia Bank, National Association, and the other
lenders party thereto.
10.2* Data Supply and Services Agreement, dated as of January 6, 2006, by
and among the Information Management Subsidiary, NDCHealth and the
Company.
10.3* Retail Informatics and Services Agreement, dated as of January 6,
2006, by and between the Information Management Subsidiary and
NDCHealth.
23.1 Consent of Ernst & Young LLP.
99.1* Press Release dated January 6, 2006.
99.2* Press Release dated January 9, 2006.
* Previously filed.