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): OCTOBER 25, 2005
PER-SE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-19480 58-1651222
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1145 SANCTUARY PARKWAY, SUITE 200, ALPHARETTA, GEORGIA 30004
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(770) 237-4300
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(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 October 25, 2005, the Compensation Committee of the Board of
Directors of Per-Se Technologies, Inc. ("Per-Se") adopted the First Amendment to
the Per-Se Employees' Retirement Savings Plan (the "Per-Se 401(k) Plan"). The
amendment, which is effective as of January 1, 2006, makes the changes required
for the Per-Se 401(k) Plan to qualify for the exemption from the
nondiscrimination testing requirements set forth in Sections 401(k)(12) and
401(m)(11) of the Internal Revenue Code of 1986, as amended, including providing
for "safe harbor" matching contributions (Per-Se will match 100% of the first
4% of each participant's compensation contributed to the plan, and Per-Se's
matching contributions will be fully vested). A copy of the First Amendment to
the Per-Se 401(k) Plan is filed as Exhibit 10.1 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 First Amendment to the 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: October 26, 2005
PER-SE TECHNOLOGIES, INC.
By: /s/ Chris E. Perkins
----------------------------------------
Chris E. Perkins
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE
-------------- -------------
10.1 First Amendment to the Per-Se Technologies, Inc.
Employees' Retirement Savings Plan.