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): April 22, 2008
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-15386
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43-1196944 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2800 Rockcreek Parkway, North Kansas City, Missouri
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64117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(816) 221-1024
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On April 22, 2008, Cerner Corporation (the “Company”) issued a press release announcing, among
other things, its financial results for the three month period ended March 29, 2008. The press
release is furnished as Exhibit 99.1 and is attached hereto.
To supplement the Company’s consolidated financial statements presented in accordance with GAAP,
the Company uses non-GAAP measures of net earnings and earnings per share, which are adjusted from
results based on GAAP to exclude certain charges and gains. The Company also discloses certain
non-GAAP financial measures, such as booking revenue and revenue backlog (which includes contract
backlog and support and maintenance backlog). These non-GAAP measures are provided to enhance the
user’s overall understanding of our financial performance, and as required, are also reconciled to
GAAP. These measurements are not recognized in accordance with GAAP and should not be viewed as an
alternative to GAAP measures of performance.
The information contained in this Form 8-K (including Exhibit 99.1) is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise be subject to the liabilities of that section. The information is this Item
2.02 shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 8.01 Other Events.
On April 22, 2008, the Company also announced that its Board of Directors has authorized the
repurchase of shares of the Company’s Common Stock in the open market or in privately-negotiated
purchase, or both, at an aggregate purchase price of up to $45 million. The timing and amount of
any share repurchases will be determined by the Company’s management based on market conditions and
other factors. The previous Stock Repurchase Program approved by the Company’s Board of Directors
in 2003 has been terminated. This announcement was included in the press release furnished as
Exhibit 99.1 and attached hereto.
Item 9.01 Financial Statements and Exhibits.
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| Exhibits |
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99.1
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Press Release of Cerner Corporation dated April 22, 2008. |
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.
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CERNER CORPORATION
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| Date: April 22, 2008 |
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/s/ Marc G. Naughton
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Marc G. Naughton, Senior Vice President |
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and Chief Financial Officer |
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