SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Per-Se Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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58-1651222 |
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| (State of Incorporation or Organization)
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(IRS Employer Identification No.) |
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| 1145 Sanctuary Parkway, Suite 200, Alpharetta, GA
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30004 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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If this form relates to the
registration of a class of
securities pursuant to Section 12(b)
of the Exchange Act and is effective
pursuant to General Instruction
A.(c), please check the following
box. o
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If this form relates to the
registration of a class of
securities pursuant to Section 12(g)
of the Exchange Act and is effective
pursuant to General Instruction
A.(d), please check the following
box. x |
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Securities Act registration statement file number to which this form relates:
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(If applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Name of Each Exchange on Which |
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Each Class is to be Registered |
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| NONE
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NOT APPLICABLE |
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
Item 1. Description of Registrant’s Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A dated February 12, 1999 and
filed with the Securities and Exchange Commission (File No. 000-19480) on February 12, 1999 (the
“Original Form 8-A”) by Per-Se Technologies, Inc., a Delaware corporation formerly known as
Medaphis Corporation (the “Registrant”) and to Amendment No. 1 on Form 8-A/A dated February 22,
2005 and filed with the Securities and Exchange Commission (File No. 000-19480) on February 22,
2005 (“Amendment No. 1 to Form 8-A”), relating to the rights distributed to the stockholders of the
Registrant (the “Rights”) in connection with the Rights Agreement, dated as of February 11, 1999,
by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (the
“Rights Agent”), as amended on May 4, 2000, December 6, 2001, March 10, 2003 and February 18, 2005
(as amended, the “Rights Agreement”). The Original Form 8-A
and Amendment No. 1 to Form 8-A
are incorporated herein by reference.
On August 26, 2005, the Registrant and the Rights Agent executed a Fifth Amendment to the
Rights Agreement (the “Fifth Amendment”) providing for the exclusion of NDCHealth Corporation, a
Delaware corporation (“NDC”) and its stockholders, Affiliates and Associates (as such capitalized
terms are defined in the Rights Agreement) from the definition of the term Acquiring Person such
that no Acquisition Transaction, Distribution Date, or Triggering Event (as such capitalized terms
are defined in the Rights Agreement) would be deemed to occur solely by virtue of the execution of
the Agreement and Plan of Merger, dated August 26, 2005, among the Registrant, NDC and Royal Merger
Co., a Delaware corporation and a wholly owned subsidiary of NDC (the “NDC Merger Agreement”), or
by the transactions contemplated by the NDC Merger Agreement.
On November 5, 2006, the Registrant and the Rights Agent executed a Sixth Amendment to the
Rights Agreement (the “Sixth Amendment”) providing for the exclusion of McKesson Corporation, a
Delaware corporation (“McKesson”) and its stockholders, Affiliates and Associates (as such
capitalized terms are defined in the Rights Agreement) from the definition of the term Acquiring
Person such that no Acquisition Transaction, Distribution Date, or Triggering Event (as such
capitalized terms are defined in the Rights Agreement) would be deemed to occur solely by virtue of
the approval, execution, delivery, adoption or performance of: (a) the Agreement and Plan of
Merger, dated November 5, 2006, among McKesson, Packet Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of McKesson, and the Registrant (the “McKesson Merger Agreement”), (b)
the Voting Agreement, dated November 5, 2006, among the stockholders of Registrant set forth on the
signature pages thereto, McKesson, and solely for purposes of Section 5.02, the Registrant (the
“Voting Agreement”), (c) the transactions contemplated by the McKesson Merger Agreement or the
Voting Agreement, or (d) the public announcement of any of the foregoing.
The Sixth Amendment also amends Section 7(a) of the Rights Agreement and adds a new Section 35
thereto, to provide in effect that the Rights Agreement and the Rights of the holders granted
thereunder shall terminate immediately prior to the Effective Time of the McKesson
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Merger
Agreement (as the “Effective Time” is defined in the McKesson Merger Agreement), and contingent upon
the occurrence of the Effective Time.
The foregoing descriptions of the Fifth Amendment and Sixth Amendment are general descriptions
only and are qualified in their entirety by reference to such amendments, which are filed herewith
as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement.
| 4.1 |
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Fifth Amendment to Rights Agreement, dated August 26, 2005, between
Per-Se Technologies, Inc. and American Stock Transfer & Trust Company. |
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| 4.2 |
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Sixth Amendment to Rights Agreement, dated November 5, 2006, between
Per-Se Technologies, Inc. and American Stock Transfer & Trust Company. |
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