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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
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)
DELAWARE 58-1651222
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1145 SANCTUARY PARKWAY, SUITE 200
ALPHARETTA, GEORGIA 30004
(Address and Zip Code of Principal Executive Offices)
If this Form relates to the registration of a class of If this Form relates to the registration of a class
securities pursuant to Section 12(b) of the Exchange of securities pursuant to Section 12(g) of the
Act and is effective pursuant to General Instruction Exchange Act and is effective pursuant to General
A.(c), please check the following box. [ ] Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to
which this form relates: --------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of class)
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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"), 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 (the "Rights Agreement"), by and
between the Registrant and American Stock Transfer & Trust Company, as Rights
Agent (the "Rights Agent"). The Original Form 8-A is incorporated herein by
reference.
On May 4, 2000, the Registrant and the Rights Agent executed a First
Amendment to the Rights Agreement (the "First Amendment") changing all instances
of the term "Medaphis Corporation" to "Per-Se Technologies, Inc." and providing
for the exclusion of Basil P. Regan and Regan Partners, L.P. (collectively,
"Regan Fund Management") from the definition of the term "Acquiring Person" so
long as Regan Fund Management does not become the Beneficial Owner of 20% or
more of the outstanding shares of the Registrant's Common Stock.
On December 6, 2001, the Registrant and the Rights Agent executed a
Second Amendment to the Rights Agreement, effective as of March 6, 2002 (the
"Second Amendment"), rescinding the foregoing exclusion of Regan Fund Management
from the definition of "Acquiring Person."
On March 10, 2003, the Registrant and the Rights Agent executed a Third
Amendment to the Rights Agreement (the "Third Amendment") providing for the
exclusion of ValueAct Capital Partners, L.P. ("ValueAct Partners"), ValueAct
Capital Partners II, L.P. ("ValueAct Partners II"), ValueAct Capital
International, Ltd. ("ValueAct International"), VA Partners, L.L.C. ("VA
Partners"), Jeffrey W. Ubben, George F. Hamel, Jr., and Peter H. Kamin (ValueAct
Partners, ValueAct Partners II, ValueAct International, VA Partners and Messrs.
Ubben, Hamel and Kamin, and their affiliates, collectively, "ValueAct") from the
definition of the term "Acquiring Person" so long as ValueAct does not become
the Beneficial Owner of 20% or more of the outstanding shares of the
Registrant's Common Stock.
On February 18, 2005, the Registrant and the Rights Agent executed a
Fourth Amendment to the Rights Agreement (the "Fourth Amendment") removing
Section 23(c) thereof (the "slow hand" provision) in its entirety. Section 23(c)
previously provided that if, within 180 days of a public announcement by a third
party of an intent or proposal to engage in an acquisition of or business
combination with the Registrant or otherwise to become an Acquiring Person,
there was an election of Directors resulting in a majority of the Board of
Directors being comprised of persons who were not nominated by the Board of
Directors in office immediately prior to such election, then following the
effectiveness of such election, the Rights could not be redeemed for a period of
180 days unless (1) the Rights were otherwise then redeemable absent the
provisions of paragraph 23(c) and (2) the Board of Directors fulfilled certain
specified procedural obligations.
The Fourth Amendment also amends and restates Section 29 of the Rights
Agreement to create a TIDE (three-year independent director evaluation)
Committee, consisting of independent members of the Registrant's Board of
Directors, that will review and evaluate the Rights Agreement at least once
every three years to consider whether the maintenance of the Rights Agreement
continues to be in the best interests of the Registrant, its stockholders and
other relevant constituencies of the Registrant. The TIDE Committee may also
review and evaluate the Rights Agreement if (1) any Person has made an
acquisition proposal to the Registrant or its stockholders, or taken any other
action that could cause such Person to become an Acquiring Person, and (2) a
majority of the members of the TIDE Committee deems such review and evaluation
appropriate after giving due regard to all relevant circumstances.
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The foregoing descriptions of the First Amendment, Second Amendment,
Third Amendment and Fourth Amendment are general descriptions only and are
qualified in their entirety by reference to the Amendments. The First Amendment,
Second Amendment, Third Amendment and Fourth Amendment to the Rights Agreement
are filed herewith as Exhibits 4.2, 4.3, 4.4 and 4.5, respectively, and are
incorporated herein by reference. Terms not otherwise defined herein have the
meaning ascribed to them in the Rights Agreement, as amended.
ITEM 2. EXHIBITS
EXHIBIT NUMBER EXHIBIT TITLE
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4.1 Rights Agreement, dated as of February 11, 1999, between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Certificate of
Designation, Preferences and Rights as Exhibit A, the form of
Rights certificates as Exhibit B and the Summary of Rights as
Exhibit C (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated and
filed with the Commission on February 12, 1999).
4.2 First Amendment to Rights Agreement, dated as of May 4, 2000,
by and between the Registrant and American Stock Transfer &
Trust Company, as Rights Agent (incorporated by reference to
Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
4.3 Second Amendment to Rights Agreement, dated as of December 6,
2001 and effective as of March 6, 2002, by and between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 4.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001).
4.4 Third Amendment to Rights Agreement, dated as of March 10,
2003, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.13 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2002).
4.5 Fourth Amendment to Rights Agreement, dated as of February 18,
2005, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K dated February 18, 2005 and filed with the Commission
on February 22, 2005).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: February 22, 2005
PER-SE TECHNOLOGIES, INC.
By: /s/ Chris E. Perkins
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Chris E. Perkins
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE
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4.1 Rights Agreement, dated as of February 11, 1999, between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Certificate of
Designation, Preferences and Rights as Exhibit A, the form of
Rights certificates as Exhibit B and the Summary of Rights as
Exhibit C (incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated and
filed with the Commission on February 12, 1999).
4.2 First Amendment to Rights Agreement, dated as of May 4, 2000,
by and between the Registrant and American Stock Transfer &
Trust Company, as Rights Agent (incorporated by reference to
Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
4.3 Second Amendment to Rights Agreement, dated as of December 6,
2001 and effective as of March 6, 2002, by and between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 4.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001).
4.4 Third Amendment to Rights Agreement, dated as of March 10,
2003, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.13 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2002).
4.5 Fourth Amendment to Rights Agreement, dated as of February 18,
2005, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K dated February 18, 2005 and filed with the Commission
on February 22, 2005).
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