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 28, 2005
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-15386
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43-1196944 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2800 Rockcreek Parkway, North Kansas City, Missouri
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64117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(816) 221-1024
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On December 28, 2005, the Company entered into a fifth amendment (the “Fifth Amendment”) to the
Credit Agreement between Cerner Corporation and U.S. Bank National Association, a national banking
association, in its capacity as Administrative Agent, Lead Arranger, Swingline Lender, Issuing Bank
and a Bank; LaSalle Bank National Association, a national banking association, in its capacity as
Documentation Agent and a Bank; Commerce Bank, N.A., a national banking association, in its
capacity as a Bank; and, UMB Bank, N.A., a national banking association, in its capacity as a Bank,
dated as of May 31, 2002, and as amended July 22, 2002, April 30, 2003, September 1, 2004 and
December 28, 2004 (as amended, the “Credit Agreement”).
Amendments to the Credit Agreement set forth in the Fifth Amendment include: (i) the removal of
the existing net worth requirement of the Company’s foreign subsidiaries; (ii) the addition of a
new consolidated net worth requirement of the Company and its domestic subsidiaries; (iii) the
relaxation of the investment restrictions on the Company’s investments in its foreign
subsidiaries; and, (iv) the increase of the percentage of the Company’s Consolidated Total Assets
that may be invested and/or guaranteed when the Company is entering into transactions with its
Affiliates, all as set forth in the attached Exhibit 99.1.
Capitalized terms used but not defined herein shall have the meanings set forth in the Credit
Agreement and the Fifth Amendment. Other material terms of the Credit Agreement remain unchanged
and have been previously reported in the Company’s reports on file with the SEC, all of which are
incorporated herein by reference. The above description is qualified in its entirety by reference
to the Fifth Amendment to Credit Agreement which is filed with this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
c) Exhibits
99.1 Fifth Amendment to Credit Agreement dated December 28, 2005 between the Company and U.S.
Bank National Association, LaSalle Bank National Association, Commerce Bank, N.A. and UMB Bank,
N.A.