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): March 3, 2005
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 2.02 Results of Operations and Financial Condition.
On March 3, 2005, Per-Se Technologies, Inc. ("Per-Se") issued a press
release announcing its results of operations for the quarterly period ended
December 31, 2004. A copy of the press release is furnished as Exhibit 99.1 and
is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) Per-Se also announced that John C. Pope has resigned from Per-Se's
Board of Directors, effective February 28, 2005, due to other time commitments.
Mr. Pope was the Board's Lead Independent Director, Chairman of the Audit
Committee of the Board, and a member of the Board's Compensation and Governance
Committees. The Board has elected other independent directors to fill vacancies
resulting from Mr. Pope's resignation as follows: (i) C. Christopher Trower has
been elected Lead Independent Director; (ii) Craig Macnab has been elected
Chairman of the Audit Committee (the Board has determined that Mr. Macnab
qualifies as an "audit committee financial expert" within the meaning of rules
adopted by the Securities and Exchange Commission under Section 407 of the
Sarbanes-Oxley Act of 2002, and that his past experience and background results
in his financial sophistication within the meaning of NASD Rule 4350(d)(2)); and
(iii) John W. Clay, Jr. has been elected a member of the Compensation Committee
of the Board. All of Per-Se's independent directors are members of the
Governance Committee of the Board, and that committee has been reduced in size
from eight members to seven as a result of Mr. Pope's resignation.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit 99.1 - Press Release dated March 3, 2005.
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: March 3, 2005
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 March 3, 2005.