-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7l71uAZWSxEoONwGVYLWF2LG1MWG5VzZh17qxsM4cmObTlkh1MDtZ5y8IE2Ai4J ab76TEU+9CIX1vJMB19Unw== 0001017062-99-001647.txt : 19991227 0001017062-99-001647.hdr.sgml : 19991227 ACCESSION NUMBER: 0001017062-99-001647 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990302 ITEM INFORMATION: FILED AS OF DATE: 19990928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MC INFORMATICS INC CENTRAL INDEX KEY: 0001023767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943165144 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21819 FILM NUMBER: 99718657 BUSINESS ADDRESS: STREET 1: 18881 VON KARMAN AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9492617100 MAIL ADDRESS: STREET 1: 18881 VON KARMAN AVENUE STREET 2: SUITE 100 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHDESK CORP DATE OF NAME CHANGE: 19961015 8-K/A 1 AMENDMENT #2 TO 8-K DTD. 03/02/1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K/A AMENDMENT No. 2 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 2, 1999 ________________________ MC INFORMATICS, INC. (Exact name of registrant as specified in its charter) California 0-21819 94-3165144 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer) incorporation or organization) Identification No.) 18881 Von Karman Avenue, Suite 100 Irvine, California 92612 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 261-7100 On June 9, 1999, Nasdaq informed the Company that it had concluded that the merger of MC Informatics, Inc., a California corporation, with and into a wholly owned subsidiary of HealthDesk Corporation, a California corporation, constituted a reverse acquisition with MC Informatics, Inc. being the acquiring corporation. Accordingly, we are filing this Form 8-K/A Amendment No. 2 to restate our pro forma financial information in our previously filed Form 8-K/A with the Securities & Exchange Commission to reflect management's revised determination of the proper accounting for the merger. Unless otherwise indicated, all references to the Company refer to the merged HealthDesk Corporation-MC Informatics, Inc. entity. Item 7. Financial Statements and Exhibits. 1 (b) Pro forma financial information. The required pro forma financial information of the business acquired is set forth below. The accompanying pro forma condensed statements of operations have been revised to reflect that the merger of MC Informatics, Inc., a California corporation, with and into a wholly owned subsidiary of HealthDesk Corporation, a California corporation, constituted a reverse acquisition with MC Informatics, Inc. being the acquiring corporation for accounting purposes. On March 2, 1999, HealthDesk issued 5,645,230 shares of the former HealthDesk's common stock in exchange for all the outstanding common shares of pre-merger MC Informatics, Inc. pursuant to an agreement and plan of reorganization, dated August 18, 1998. In connection with the merger, HealthDesk changed its name to MC Informatics, Inc. The pro forma condensed statements of operations for the year ended December 31, 1998 and the three months ended March 31, 1999 are based on historical statements of operations of MC Informatics and HealthDesk for those periods. The pro forma condensed statements of operations assume the reverse acquisition of HealthDesk by MC Informatics took place as of the beginning of the respective period. The pro forma condensed statements of operations are not intended to be indicative of the results of operations which actually would have been realized had the merger occurred at the times assumed, nor of the future results of operations of the combined entities. The accompanying pro forma condensed statements of operations should be read in connection with the historical financial statements and notes of MC Informatics and HealthDesk. PRO FORMA CONDENSED STATEMENT OF OPERATIONS (Unaudited) Year Ended December 31, 1998
MC Informatics HealthDesk Pro Forma Pro Forma Adjustments Combined ----------------------------------------------------------- Revenues $ 3,716,585 $ - $ 3,716,585 Direct Expenses 2,529,959 - 2,529,959 --------------------------- ----------- Gross Profit 1,186,626 1,186,626 Operating Expenses Selling, General & Administrative (1,309,601) (382,008) (1,691,609) Other income (expense): Interest Income 69,107 69,107 Interest expense (30,985) (30,985) Non-cash financing cost associated with convertible preferred stock (864,000) (864,000) --------------------------- ----------- Loss before provision for income taxes (153,960) (1,176,901) (1,330,861) Provision for income taxes 3,800 800 4,600 --------------------------- ----------- Loss from continuing operations $ (157,760) $(1,177,701) $(1,335,461) =========================== =========== Loss per share information (1): Basic and diluted loss per share from continuing operations $ (0.03) $ (0.14) =========== =========== Weighted average number of shares of common stock, basic and diluted 5,645,230 12,672,527 =========== ===========
2 PRO FORMA CONDENSED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 1999 ---------------------------------
MC Informatics HealthDesk Pro Forma Pro Forma (2) (3) Adjustments Combined ----------------------------------------------------------- Revenues $1,968,150 $ $ 1,968,150 Direct Expenses 1,252,244 1,252,244 ------------------------- ----------- Gross Profit 715,906 715,906 Operating Expenses Selling, General & Administrative (768,129) (19,262) (787,391) Other income (expense): Non-cash financing cost associated with restricted common stock (367,500) (367,500) ------------------------- ----------- Loss before provision for income taxes (52,223) (386,762) (438,985) Provision for income taxes 400 - 400 ------------------------- ----------- Loss from continuing operations $ (52,623) $(386,762) (439,385) ========================= =========== Loss per share information (1): Basic and diluted loss per share from continuing operations $ (0.01) $ (0.03) ========== =========== Weighted average number of shares of common stock, basic and diluted 8,730,258 14,267,838 ========== ===========
(1) Pro forma loss per share from continuing operations is based on the weighted average number of shares of common stock outstanding during the periods after giving pro forma effect to the issuance of common stock to MC Informatics in connection with the merger as of the beginning of the respective periods and the assumed conversion of preferred stock to common stock immediately upon the merger. Options and warrants to purchase common stock were excluded in the calculation of the pro forma loss per share, as their effect would be antidilutive. (2) Includes the results of operations for HealthDesk from March 2, 1999 through March 31, 1999. (3) Includes the results of operations for HealthDesk from January 1, 1999 through March 1, 1999. 3 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. MC Informatics, Inc. September 28, 1999 By: /s/ JEFFERY L. POLLARD --------------------------- Jeffrey L. Pollard Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----