-----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, DUSy8Q/AnzyGnqomURMbZlbPC3nYpaKFlu4w+x+hyDhjnsSCyG/E0a++zhmBV2oG RPmFQ+ix74KFJUIpLbB34w== 0000947871-99-000295.txt : 19990722 0000947871-99-000295.hdr.sgml : 19990722 ACCESSION NUMBER: 0000947871-99-000295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990721 ITEM INFORMATION: FILED AS OF DATE: 19990721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC 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: 99667472 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 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: July 21, 1999 Synetic, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-17822 22-2975182 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 669 River Drive, River Drive Center II, Elmwood, New Jersey 07407 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (201) 703-3400 Exhibit Index on Page 3 2 Item 5. Other Events. On July 20, 1999, Synetic, Inc., a Delaware corporation ("Synetic"), and Medical Manager Corporation, a Delaware corporation ("Medical Manager"), issued a press release relating to the proposed merger between Medical Manager and a subsidiary of Synetic pursuant to the Agreement and Plan of Merger, dated as of May 16, 1999 among Synetic, Medical Manager and Marlin Merger Sub, Inc. (the "Merger Agreement"), pending stockholder approval of both Synetic and Medical Manager stockholders. Synetic and Medical Manager announced that, pursuant to the Merger Agreement, an exchange ratio has been set at .625 based on the average closing price of Synetic common stock during the period from and including July 7, 1999 to and including July 20, 1999. Accordingly, on the effective date of the merger, each share of Medical Manager common stock will be converted into the right to receive .625 shares of Synetic common stock. A copy of the joint press release issued by Synetic and Medical Manager on July 20, 1999 is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its entirety. 3 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 99.1 Press Release, dated July 20, 1999. 4 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. SYNETIC, INC. Date: July 21, 1999 By: /s/ Charles A. Mele ------------------------------------- Name: Charles A. Mele Title: Executive Vice President -- General Counsel and Secretary EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: James R. Love Lee Robbins Synetic, Inc. Medical Manager Corporation Executive Vice President Chief Financial Officer and Chief Financial Officer (813) 287-2990 (201) 703-3400 SYNETIC AND MEDICAL MANAGER SET EXCHANGE RATIO FOR MERGER ELMWOOD PARK, NJ and TAMPA, FL, July 20, 1999 -- In connection with the previously announced merger between Synetic, Inc. (NASDAQ: SNTC) and Medical Manager Corporation (NASDAQ: MMGR), the companies announced today that the exchange ratio has been set at .625 based on the average closing price of Synetic common stock during the period from and including July 7, 1999 to and including July 20, 1999. Accordingly, on the effective date of the merger, each share of Medical Manager common stock will be converted into the right to receive .625 shares of Synetic common stock. On July 23, 1999, Synetic and Medical Manager will each hold a special meeting of stockholders to vote upon the issuance of shares of common stock of Synetic in connection with the merger and the merger agreement, respectively. * * * * * -----END PRIVACY-ENHANCED MESSAGE-----