-----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, LR2NtoLT0NKE2NSQTmJDhdb9NQ5ScumVOHhHDXncJgTedVel4g6j8AOMFRA+rIIO Lxq7y1Z8Rqu3cV3gDOi7cA== 0001181431-06-002686.txt : 20060110 0001181431-06-002686.hdr.sgml : 20060110 20060110092016 ACCESSION NUMBER: 0001181431-06-002686 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060106 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NDCHEALTH CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: NDCHEALTH CORPORATION STREET 2: NDC PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NDC PLAZA CITY: ATLANTA STATE: GA ZIP: 30329-2010 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL DATA CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRUGER ROBERT G CENTRAL INDEX KEY: 0001201949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12392 FILM NUMBER: 06520913 BUSINESS ADDRESS: STREET 1: CITRIX STREET 2: 851 W CYPRESS CREEK RD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 404.728.2239 MAIL ADDRESS: STREET 1: NDC PLAZA STREET 2: ATTN: BJ PURCELL CITY: ATLANTA STATE: GA ZIP: 30329 4 1 rrd103055.xml X0202 4 2006-01-06 1 0000070033 NDCHEALTH CORP NDC 0001201949 KRUGER ROBERT G NDCHEALTH CORPORATION NDC PLAZA ATLANTA GA 30329 0 1 0 0 Chief Technology Officer Common Stock 2006-01-06 4 D 0 10000 D 0 D Non-Qualified Stock Option (right to buy) 2006-01-06 4 D 0 40000 D Common Stock 40000 0 D Each share of issuer common stock was disposed of pursuant to the merger agreement between the issuer and Per-Se Technologies, Inc. ("Per-Se") in exchange for the merger consideration, which consists of (i) $14.05 in cash, plus (ii) a number of shares of Per-Se common stock equal to $5.45 divided by $24.188 (the "Merger Consideration"). The reporting person held an aggregate of 40,000 options, which had various exercise prices, vesting schedules and expiration dates. Each of these options was cancelled pursuant to the merger agreement between the issuer and Per-Se in exchange for a payment of cash and shares of Per-Se common stock representing the difference between the Merger Consideration and the exercise price of the option. /s/ ROBERT G. KRUGER 2006-01-09 -----END PRIVACY-ENHANCED MESSAGE-----