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Securities and Exchange Commission
Washington, DC 20549
Form 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 24, 2004
PATIENT INFOSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22319 16-1476509
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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46 Prince Street, Rochester, New York 14607
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (585) 242-7200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.01 Completion of Acquisition or Disposition of Assets.
On September 22, 2004, the Registrant acquired all of the outstanding
capital stock of CBCA Care Management, Inc. pursuant to the Agreement of
Purchase and Sale dated as of August 26, 2004 (the "Agreement") between the
Registrant, CBCA Care Management, Inc and CBCA, Inc. CBCA Care Management is a
full service care management company, which provides services to health plans to
lower the cost of patients' encounters with the healthcare delivery system. The
purchase price for the acquisition was $7.1 million in cash, subject to
adjustment. The acquisition was funded through an increase of $4 million to an
existing line of credit from Wells Fargo Bank, N.A. The entire $7 million line
of credit was extended an additional 12 months to July 2006. The variable
interest rate is currently 3.75%. The line of credit was guaranteed by John
Pappajohn and Derace Schaffer, members of the board of directors, who received
warrants to purchase 700,000 and 100,000 shares of common stock of the
Registrant, respectively, for $1.86 per share in consideration of their
agreement to provide the guarantees for the additional $4 million. John
Pappajohn and Derace Schaffer also received warrants to purchase 116,667 and
83,333 shares of common stock of the Registrant, respectively, for $1.86 per
share in consideration of their agreement to provide the guarantees for the
extended term of the line of credit.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
The required historical financial statements of CBCA Care Management, Inc.
and related pro forma financial information will be filed by amendment.
The Press Release issued by the Registrant on September 24, 2004 was
previously filed with the Registrant's Current Report on Form 8-K filed on
September 24, 2004. The information contained herein supplements and updates the
information contained in the Registrant's Current Report on 8-K filed on
September 24, 2004.
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.
PATIENT INFOSYSTEMS, INC.
Date: October 7, 2004 By: /s/Kent A. Tapper
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Kent A. Tapper
Sr. Vice President
principal accounting officer