SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 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): June 5, 2003
CARECENTRIC, INC.
(Exact name of registrant as specified in charter)
Delaware 000-22162 22-3209241
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
2625 Cumberland Parkway
Suite 310 30339
Atlanta, Georgia (Zip Code)
(Address of principal
executive offices)
(Registrant's telephone number including area code) (678) 264-4400
ITEM 5. OTHER EVENTS.
On June 5, 2003, CareCentric, Inc. issued a press release regarding
CareCentric's execution of a merger agreement, subject to approval by
shareholder vote, with an investor group led by John E. Reed that could have the
effect of taking the company private. CareCentric hereby incorporates by
reference herein the information set forth in its Press Release dated June 5,
2003, a copy of which is annexed hereto as Exhibit 99.1, and the Agreement and
Plan of Merger dated June 4, 2003 by and among CareCentric, Borden Associates,
Inc., John E. Reed, Stewart B. Reed and James A. Burk, a copy of which is
annexed hereto as Exhibit 99.2.
INVESTOR NOTICE
CareCentric plans to file with the SEC a proxy statement and other relevant
documents concerning the merger. Investors of CareCentric are urged to read the
proxy statement when it is filed and any other relevant documents filed with the
SEC because they will contain important information. You will be able to obtain
the documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the SEC by
CareCentric free of charge by requesting them in writing from Ana McGary at
CareCentric, Inc., 2625 Cumberland Parkway, Suite 310, Atlanta, GA 30339 or by
telephone at (678) 264-4400.
CareCentric, its directors and executive officers and certain of their
employees and the investor group described previously may be deemed to be
participants in the solicitation of proxies from the stockholders of CareCentric
in connection with the merger, if consummated. These participants may have
interests in the merger, if consummated, including interests resulting from
holding options or shares of CareCentric common stock. Information about the
interests of directors and executive officers of CareCentric, the investor
group, and their ownership of securities of CareCentric will be set forth in the
proxy statement.
Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger dated June 4, 2003 by and among
CareCentric, Borden Associates, Inc., John E. Reed, Stewart
B. Reed and James A. Burk.
99.1 Press Release dated June 5, 2003
2
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.
CARECENTRIC, INC.
Date: June 5, 2003 By: /s/ John R. Festa
-----------------------------------------
John R. Festa
Chief Executive Officer
(Principal Executive Officer)
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