-----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, Gim0OOxNVZiuwsRIn6VKbLv5hyrMkPcjr/e29ZsP9XBBRaAP+8elnVdWb+UO759T BXeNEe9GNxI/0I3J/HggRw== 0000947871-00-000070.txt : 20000203 0000947871-00-000070.hdr.sgml : 20000203 ACCESSION NUMBER: 0000947871-00-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000131 ITEM INFORMATION: FILED AS OF DATE: 20000131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL MANAGER CORP/NEW/ CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17822 FILM NUMBER: 517780 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL MANAGER CORP /NEW/ DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 31, 2000 MEDICAL MANAGER CORPORATION (Exact name of registrant as specified in charter) DELAWARE 0-17822 22-2975182 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 669 River Drive, River Drive Center II 07407 Elmwood Park, NJ (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (201) 703-3400 Exhibit Index Appears on page 2. 2 Item 5. Other Events. Medical Manager Corporation issued on January 31, 2000 the press release attached hereto as Exhibit 99.1. Such press release is incorporated herein by reference. Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated January 31, 2000 3 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. MEDICAL MANAGER CORPORATION Date: January 31, 2000 By: /s/ James R. Love ----------------------------------- Name: James R. Love Executive Vice President -- Finance and Administration and Chief Financial Officer EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: James R. Love Executive Vice President - Finance and Administration and Chief Financial Officer (201) 703-3400 MEDICAL MANAGER CORPORATION CALLS ITS SUBORDINATED DEBENTURES FOR REDEMPTION ELMWOOD PARK, NJ, JANUARY 31, 2000 - Medical Manager Corporation (NASDAQ: MMGR) announced today it has called for redemption on February 15, 2000 (the Redemption Date), the entire $159,388,000 aggregate principal amount of its outstanding 5% Convertible Subordinated Debentures Due 2007. As an alternative to redemption, the outstanding debentures are convertible into Medical Manager Corporation common stock at the rate of approximately 16.667 shares of common stock per $1,000 principal amount of debentures, with cash to be paid in lieu of any fractional shares, for debentures surrendered prior to 5:00 p.m., New York City time, on February 14, 2000 (the Conversion Expiration Date), which is the last business day prior to the Redemption Date. Debentures not properly submitted for conversion by February 14, 2000, the Conversion Expiration Date, or not tendered for redemption by the close of business on February 15, 2000, the Redemption Date, will be redeemed at a redemption price of $1,053.57 per $1,000 principal amount of debentures, including accrued interest of $25.00. Arrangements have been made with Warburg Dillon Read LLC to purchase from the Company all of the shares of common stock that otherwise would have been issuable upon conversion of the $159,388,000 aggregate principal amount of the debentures that are either (i) duly surrendered for redemption or (ii) not duly surrendered for conversion by February 14, 2000, the Conversion Expiration Date, or for redemption by February 15, 2000, the Redemption Date. The Company has filed a registration statement today, January 31, 2000, with the Securities and Exchange Commission related to these shares of common stock but the registration statement has not yet become effective. The Company intends to mail a notice of redemption to all holders of record when the registration statement is declared effective by the Securities and Exchange Commission. The shares of common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 2 Medical Manager's common stock is listed on the Nasdaq National Market. The closing price of the common stock quoted on January 28, 2000 on the Nasdaq National Market was $76 3/4 per share. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This offering will be made only by means of a prospectus that complies with the applicable securities laws. 0 -----END PRIVACY-ENHANCED MESSAGE-----