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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 14, 2005
PER-SE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-19480 58-1651222
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(Commission File Number) (IRS Employer Identification No.)
1145 SANCTUARY PARKWAY, SUITE 200, ALPHARETTA, GEORGIA 30004
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(Address of Principal Executive Offices) (Zip Code)
(770) 237-4300
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(Registrant's Telephone Number, Including Area Code)
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(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):
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) On December 14, 2005, the Compensation Committee of the Board of
Directors of Per-Se Technologies, Inc. ("Per-Se") adopted the Second Amendment
to the Per-Se Employees' Retirement Savings Plan (the "Per-Se 401(k) Plan"). The
amendment, which is effective as of January 1, 2006, simplifies the
administration of the plan by basing the calculation of the matching
contribution only on the amount contributed during each payroll period, so that
an annual re-determination of the matching contribution is not necessary. A copy
of the Second Amendment to the Per-Se 401(k) Plan is filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference.
(b) On December 14, 2005, the Compensation Committee of Per-Se's Board
of Directors approved Amendment Number 2 to the Employment Agreement between
Per-Se and David E. McDowell. Mr. McDowell is the former Chairman and Chief
Executive Officer of Per-Se and currently serves as a member of Per-Se's Board
of Directors. The purpose of the amendment is to extend the term of the
agreement. A copy of Amendment Number 2 to the Employment Agreement between
Per-Se and David E. McDowell is filed as Exhibit 10.2 to this Form 8-K and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER EXHIBIT TITLE
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10.1 Second Amendment to the Per-Se Technologies, Inc. Employees'
Retirement Savings Plan.
10.2 Amendment Number 2 to Employment Agreement between Per-Se and
David E. McDowell, dated December 14, 2005.
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: December 16, 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
NUMBER EXHIBIT TITLE
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10.1 Second Amendment to the Per-Se Technologies, Inc. Employees'
Retirement Savings Plan.
10.2 Amendment Number 2 to Employment Agreement between Per-Se and
David E. McDowell, dated December 14, 2005.