UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): MAY 17, 2005
PER-SE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-19480 58-1651222
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(Commission File Number) (IRS Employer Identification No.)
1145 SANCTUARY PARKWAY, SUITE 200, ALPHARETTA, GEORGIA 30004
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(Address of Principal Executive Offices) (Zip Code)
(770) 237-4300
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(Registrant's Telephone Number, Including Area Code)
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(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 17, 2005, the Compensation Committee of the Board of Directors of
Per-Se Technologies, Inc. (the "Company") adopted the following compensatory
plans:
(a) 2005 Senior Executive Incentive Compensation Plan. The 2005 Senior
Executive Incentive Compensation Plan provides for the payment of a
cash bonus to the chief executive officer and the chief financial
officer of the Company based on the Company's percentage increase in
adjusted diluted earnings per share for fiscal year 2005 over
adjusted diluted earnings per share for fiscal year 2004. A copy of
the 2005 Senior Executive Incentive Compensation Plan is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference.
(b) 2005 Senior Management Incentive Compensation Plan. The 2005 Senior
Management Incentive Compensation Plan provides for the payment of a
cash bonus to senior management employees of the Company, including
all executive officers other than the chief executive officer and
the chief financial officer. Under this plan, seventy-five percent
of the cash bonus will be based on the Company's increase in
adjusted operating income for fiscal year 2005 over adjusted
operating income for fiscal year 2004, and twenty-five percent of
the cash bonus will be based on achievement of individual
performance objectives, as determined by executive management. A
copy of the 2005 Senior Management Incentive Compensation Plan is
filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by
reference.
(c) Amended and Restated Employees' Retirement Savings Plan. The Amended
and Restated Employees' Retirement Savings Plan reflects the
following amendments to the Company's 401(k) Plan: (i)
administrative changes required as part of the conversion to a new
third-party record keeper; (ii) an amendment to reflect a recent
change in the law related to distributions of small account
balances; (iii) removal of irrelevant historical language related to
prior acquisitions made by the Company, and (iv) a combination of
previous amendments into one document. A copy of the Amended and
Restated 401(k) Plan is filed as Exhibit 10.3 to this Form 8-K and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER EXHIBIT TITLE
-------------- -------------
10.1 Per-Se Technologies, Inc. 2005 Senior Executive Incentive
Compensation Plan.
10.2 Per-Se Technologies, Inc. 2005 Senior Management Incentive
Compensation Plan.
10.3 Per-Se Technologies, Inc. Employees' Retirement Savings Plan.
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.
Date: May 23, 2005
PER-SE TECHNOLOGIES, INC.
By: /s/ Chris E. Perkins
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Chris E. Perkins
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE
-------------- -------------
10.1 Per-Se Technologies, Inc. 2005 Senior Executive Incentive
Compensation Plan.
10.2 Per-Se Technologies, Inc. 2005 Senior Management Incentive
Compensation Plan.
10.3 Per-Se Technologies, Inc. Employees' Retirement Savings Plan.