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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
267927101
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(CUSIP Number)
Randy D. Sims
Vice President, Chief Legal Officer and Secretary
Cerner Corporation
2800 Rockcreek Parkway
North Kansas City, Missouri 64117-2551
Phone (816) 221-1024
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 5, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 267927101 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cerner Corporation 43-1196944
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
985,746
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
985,746
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,746
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 (the
"Common Stock"), of Dynamic Healthcare Technologies, Inc. ("Dynamic"), whose
address is 615 Crescent Executive Court, 5th Floor, Lake Mary, Florida 32746.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Cerner Corporation, a Delaware corporation.
(b) Residence or business address: 2800 Rockcreek Parkway, North
Kansas City, Missouri 64117-2551.
(c) Principal business: Supplier of clinical and management
information and knowledge systems to healthcare organizations.
Pursuant to General Instruction C of Schedule 13D the information set forth in
(d) - (f) below is being provided for Cerner and each of the following persons
who represent the directors and executive officers of Cerner (collectively
"Insiders").
Neal L. Patterson: Chairman of the Board of Directors and Chief
Executive Officer.
Clifford W. Illig: Vice Chairman of the Board of Directors.
Gerald E. Bisbee, Jr., Ph.D.: Director; Chairman and Chief Executive
Officer of ReGen Biologics, Inc., a company which designs, engineers
and manufactures tissue engineered products for orthopedic applications
and located at 545 Penobscott Drive, Redwood City, California 94063.
John C. Danforth: Director; Partner in the law firm of Bryan Cave LLP,
located at One Metropolitan Square, St. Louis, Missouri 63102.
Jeff C. Goldsmith, Ph.D.: Director; Healthcare consultant and President
of Health Futures, Inc., whose mailing address is P.O. Box 5305,
Charlottesville, Virginia 22905.
Michael E. Herman: Director; Retired President of the Kansas City
Royals Baseball Club.
William B. Neaves: Director; President, Chief Executive Officer, and
Director of The Stowers Institute for Medical Research.
Nancy-Ann DeParle: Director; Fellow of the Institute of Politics and
the Interfaculty Health Policy Forum at Harvard University, consultant
on health policy and regulatory issues, and Director of Guidant
Corporation.
Earl H. Devanny, III: President.
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Glenn P. Tobin, Ph.D.: Executive Vice President and Chief Operating
Officer.
Jack A. Newman, Jr.: Executive Vice President.
Paul M. Black: Senior Vice President and Chief Sales Officer.
Stephen M. Goodrich: Senior Vice President and Chief Quality Officer.
Douglas M. Krebs: Senior Vice President and President of Cerner
International, Inc.
Marc G. Naughton: Vice President and Chief Financial Officer.
Stanley M. Sword: Vice President and Chief People Officer.
Jeffrey A. Townsend: Senior Vice President and Chief Engineering
Officer.
Randy D. Sims: Vice President, Chief Legal Officer and Secretary.
Richard J. Flanigan, Jr.: Senior Vice President, Enterprise Business
Units.
Stephen D. Garver: Senior Vice President and Managing Partner, Cerner
Consulting.
Robert M. Smith; Executive Vice President, Cerner Consulting.
(d) During the last five years, neither Cerner nor, to the
knowledge of Cerner, any Insider has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Cerner nor, to the
knowledge of Cerner, any Insider has been a party to a civil
proceeding of a judicial or administrative body and as a
result of such proceeding were or are subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) All of the Insiders are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No payments were made in connection with the execution of the Merger
Agreement or Option Agreement (each defined in Item 4 below).
ITEM 4. PURPOSE OF TRANSACTION.
On September 5, 2001, Dynamic, Cerner and a wholly owned subsidiary of
Cerner entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which Dynamic will be merged with and into the wholly owned
subsidiary of Cerner.
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Concurrently with the execution of the Merger Agreement, Dynamic and
Cerner entered into a Stock Option Agreement (the "Option Agreement") pursuant
to which Dynamic has granted Cerner an option to purchase up to 985,746 shares
of Dynamic Common Stock at a price, subject to certain customary anti-dilution
rights and adjustments, of $3.00 per share (representing approximately 15% of
the outstanding shares on a fully diluted basis without giving effect to the
exercise of all currently existing outstanding warrants and options to purchase
Dynamic Common Stock). The Option Agreement was granted by Dynamic as an
inducement and condition to Cerner's willingness to enter into the Merger
Agreement.
The Option Agreement is exercisable, in whole but not in part, only
upon the occurrence of a "Triggering Event" (as defined below) prior to
termination of the Option Agreement.
The Option Agreement will expire upon: (i) the Effective Time (as
defined in the Merger Agreement) of the merger or (ii) the close of business on
the earlier of (x) the date which is one year after the occurrence of a
Triggering Event, and (y) the date on which it is no longer possible for a
Triggering Event to occur.
A "Triggering Event," the occurrence of which serves as a condition
precedent to exercise of the Option Agreement and, under certain circumstances,
serves to extend the term of the Option Agreement beyond a termination of the
Merger Agreement, occurs if the Merger Agreement is terminated and Cerner then
or thereafter becomes entitled to receive the termination fee provided for in
Section 9.3(a) of the Merger Agreement. A termination fee is payable to Cerner
under Section 9.3 of the Merger Agreement if the agreement is terminated as a
result of (i) Dynamic's withdrawal, modification, or material qualification in
any manner adverse to Cerner of its recommendation that Dynamic shareholders
approve the merger, or taking any action or making any statement in connection
with the Dynamic shareholder meeting materially inconsistent with such
recommendation, (ii) Dynamic's failure to include in the proxy
statement/prospectus the recommendation of the Board of Directors of Dynamic in
favor of the adoption and approval of the Merger Agreement and the approval of
the merger, (iii) the solicitation, initiation or the knowing facilitation or
encouragement of a submission of any Acquisition Proposal (as defined below) for
Dynamic, (iv) Dynamic's participation in any discussions or negotiations
regarding, or furnishing to any person any information with respect to, or
taking any other action knowingly to facilitate any inquiries or the making of
any proposal that constitutes an Acquisition Proposal for Dynamic, (v) the
approval, endorsement or recommendation of, or the execution of or entering
into, any letter of intent, agreement in principle, or definitive agreement, by
Dynamic's Board of Directors relating to any Acquisition Proposal, (vi)
Dynamic's failure to recommend that its security holders reject any tender or
exchange offer relating to securities of Dynamic, (vii) Dynamic's grant of a
waiver or a release under any standstill or similar agreement with respect to
any class of Dynamic equity securities or (viii) Dynamic entering into any
agreement with respect to any Acquisition Proposal for Dynamic. An "Acquisition
Proposal" for these purposes means any offer or proposal for a merger,
consolidation, share exchange, business combination, reorganization,
recapitalization, issuance of securities, liquidation, dissolution, tender offer
or exchange offer or other similar transaction or series of transactions
involving, or any purchase of 10% or more of the assets, or directly or
indirectly acquires beneficial ownership of securities representing, or
exchangeable for or convertible into, more than 10% of the outstanding
securities of any class of voting securities of Dynamic or in which Dynamic
issues securities representing 10% of the outstanding
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securities of any class of voting securities of Dynamic, other than the
transactions contemplated by the Merger Agreement.
As more fully set forth in the Option Agreement, Cerner (or a
subsequent holder of the Option Agreement or the shares issued thereunder) has
the right under specified circumstances to require Dynamic to repurchase the
Option Agreement or such shares. In addition, the Option Agreement provides its
holders with certain rights to require Dynamic to register the Dynamic Common
Stock acquired by or issuable upon the exercise of the Option Agreement under
the Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) By reason of the Option Agreement, Cerner may be deemed to
beneficially own 985,746 shares of Common Stock (15% of the outstanding shares).
Cerner has sole dispositive and voting power over such shares.
(c) Cerner has not effected any transactions in the Common Stock
during the past 60 days.
(d) Cerner does not have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of any
shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See answer to Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Agreement and Plan of Merger, dated as of September 5, 2001,
by and among Dynamic Healthcare Technologies, Inc., Cerner
Corporation and Cerner Holdings, Inc., filed as Exhibit 10.1
to the Dynamic Current Report on Form 8-K, as filed on
September 12, 2001, and incorporated by reference hereto.
(ii) Stock Option Agreement, dated as of September 5, 2001, by and
among Cerner Corporation (and certain permitted assigns) and
Dynamic Healthcare Technologies, Inc., filed as Exhibit 10.2
to the Dynamic Current Report on Form 8-K, as filed on
September 12, 2001, and incorporated by reference hereto.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 17, 2001.
CERNER CORPORATION
By: /s/ Marc G. Naughton
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Marc G. Naughton
Vice President and Chief Financial Officer