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 26, 2004
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-19480 58-1651222
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) 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 Address:
2840 Mt. Wilkinson Parkway, Atlanta, Georgia 30339
(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:
[ ] 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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) John W. Clay, Jr. has been elected to the Board of Directors of
Per-Se Technologies, Inc. effective as of October 26, 2004, to
fill a vacancy resulting from an increase in the size of the
Board. He has been elected for a term ending on the date of
Per-Se's 2005 Annual Meeting. The Board of Directors has
determined that Mr. Clay is an independent director within the
meaning of NASD Rule 4200(a)(15) and that he meets the
requirements for audit committee membership in NASD Rule
4350(d)(2). Mr. Clay has also been elected to the Audit and
Governance Committees of the Board. There were no arrangements or
understandings between Mr. Clay and any other person pursuant to
which he was selected as a director, and there are and have been
no transactions, either since the beginning of Per-Se's last
fiscal year or currently proposed, regarding Mr. Clay that are
required to be disclosed by Item 404(a) of Regulation S-K. A copy
of the press release announcing Mr. Clay's election is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit 99.1 - Press Release dated October 28, 2004.
Signatures
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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 28, 2004
PER-SE TECHNOLOGIES, INC.
By: /s/ CHRIS E. PERKINS
---------------------------------
Chris E. Perkins
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release dated October 28, 2004.