Here's something not sure if it's good or bad. Tried to look up the symbol on Yahoo and all I get is news quote just says symbol not found.
RD
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
December 10, 1998 (December 4, 1998)
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Date of Report (Date of earliest event reported)
PHYSICIAN COMPUTER NETWORK, INC.
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(Exact name of registrant as specified in charter)
New Jersey
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(State or other jurisdiction of incorporation)
0-19666
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(Commission File Number)
22-2485688
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(IRS Employer Identification No.)
1200 The American Road
Morris Plains, New Jersey 07950
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(Address of principal executive offices)
(973) 490-3100
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(Registrant's telephone number, including area code)
ITEM 5. Other Matters.
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Pursuant to a partnership interest purchase agreement (the
"Partnership Interest Purchase Agreement") entered into on December 4, 1998, the
Registrant's wholly-owned subsidiary, PCN HP Venture Corp.("HP") sold its
partnership interest in HealthMatics G.P. ("HealthMatics")(formerly known as
HealthPoint G. P.) to GW Acquisition Corp., a subsidiary of Glaxo Wellcome Inc.
("Glaxo") for consideration consisting of $4,619,103.25 in cash and the
forgiveness of $380,896.75 owed to HealthMatics by the Registrant and HP.
HealthMatics was a joint venture created by the Registrant and Glaxo in 1996 to,
among other things, develop and market electronic clinical information systems.
The Registrant initiated and elected to enter into the transactions contemplated
by the Partnership Interest Purchase Agreement in order to, among other things,
permit the Registrant to focus more of its development efforts on its core
practice management software business. However, through both its direct sales
force and its own network of value added resellers, the Registrant will continue
to serve as a value-added reseller and distributor of HealthMatics' products and
continue to support its existing base of users of the HealthMatics' products. As
a result of the sale of HP's partnership interest in HealthMatics, the
Registrant will no longer have any obligation to continue to fund HealthMatics
operations.
Contemporaneously with the execution of the Partnership
Interest Purchase Agreement, the Registrant entered into definitive
documentation with the Registrant's senior lenders to, among other things,
extend the maturity date of the Registrant's senior indebtedness from September
30, 1998 until June 30, 1999. In accordance with the agreements with the
lenders, the Registrant: (i) repaid $750,000 of the outstanding principal amount
of its senior debt; (ii) paid the lenders an extension fee of $250,000; (iii)
agreed to pay the lenders an additional fee of $1,000,000 upon the maturity of
the indebtedness; and (iv) deposited $1,000,000 of the proceeds of the sale of
the HealthMatics interest in a cash collateral account maintained by Fleet Bank,
N.A., as agent for the senior lenders, which sum will be released to the
Registrant on April 30, 1999 if certain conditions are satisfied.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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No financial statements or pro forma financial information are required to
be filed as a part of this report. There are no financial exhibits filed as part
of this report.
(c) Exhibits.
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Exhibit 1 -- Copy of Partnership Interest Purchase
Agreement, dated as of December 4, 1998,
among the Registrant, PCN HP Venture
Corp. and GW Acquisition Corp.
Exhibit 2 -- Copy of Second Forbearance and Amendment
Agreement, dated as of December 4, 1998,
among the Registrant, certain
subsidiaries of the Registrant, the
several banks and other financial
institutions or entities which are
parties thereto and Fleet Bank, N.A., as
administrative agent.
SIGNATURE
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 thereunto duly authorized.
PHYSICIAN COMPUTER NETWORK, INC.
(REGISTRANT)
Date: December 10, 1998 By: /S/ PAUL ANTINORI
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Paul Antinori
Vice President
EXHIBIT INDEX
Exhibit 1 -- Partnership Interest Purchase Agreement,
dated as of December 4, 1998, among the
Registrant, PCN HP Venture Corp. and GW
Acquisition Corp.
Exhibit 2 -- Copy of Second Forbearance and Amendment
Agreement, dated as of December 4, 1998,
among the Registrant, certain subsidiaries
of the Registrant, the several banks and
other financial institutions or entities
which are parties thereto and Fleet Bank,
N.A.,as administrative agent.
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