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): January 22, 2019
COMPUTER PROGRAMS AND SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-49796 | 74-3032373 | ||
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6600 Wall Street, Mobile, Alabama 36695
(Address of Principal Executive Offices, including Zip Code)
(251) 639-8100
(Registrant’s telephone number, including area code)
N/A
(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 communication 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. |
Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. |
Effective January 22, 2019, the Board of Directors (the “Board”) of Computer Programs and Systems, Inc. (the “Company”) adopted an amendment (the “Amendment”) to Article II, Section 2.2(a) of the Company’s Bylaws. The Amendment extends the date by which nominations of persons for election to the Board may be submitted with respect to the Company’s 2019 annual meeting of shareholders to 5:00 p.m. Central time on February 28, 2019. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 8.01. |
Other Events. |
On January 22, 2019, the Company issued a press release announcing the Amendment, a copy of which is filed as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 3.1 | Amendment to Amended and Restated Bylaws of Computer Programs and Systems, Inc. | |
| 99.1 | Press release dated January 22, 2019 | |
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.
| COMPUTER PROGRAMS AND SYSTEMS, INC. | ||||||
|
Date: January 22, 2019 |
By: |
/s/ J. Boyd Douglas |
||||
| J. Boyd Douglas | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 3.1
AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF
COMPUTER PROGRAMS AND SYSTEMS, INC.
The third sentence of the second full paragraph of Article II, Section 2.2(a) of the Bylaws of Computer Programs and Systems, Inc. is hereby amended to add the following underlined text:
To be timely with respect to an annual meeting, a stockholder’s notice shall be received at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that subject to the next two sentences, in the event that the annual meeting is convened more than thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the Nominating Record Stockholder must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation) ; further provided that with respect to the Corporation’s annual meeting to be held during calendar year 2019, to be timely (and notwithstanding anything to the contrary contained in this Section 2.2), the stockholder’s notice shall be received at the principal executive offices of the Corporation not later than 5:00 p.m. Central time on February 28, 2019 .
Exhibit 99.1
CPSI Extends Deadline for Nomination of Directors for the
2019 Annual Meeting of Stockholders
MOBILE, Ala. — Jan. 22, 2019 — CPSI (NASDAQ: CPSI) (“CPSI” or the “Company”), a community healthcare solutions company, today announced that the Board of Directors (the “Board”) has extended the window in which the Company must receive proper written notice of the nomination of a director candidate in connection with its 2019 annual meeting of stockholders to 5:00 p.m. (Central time) on February 28, 2019. The date and location of the 2019 annual meeting of stockholders of the Company has yet to be announced.
The aforementioned extension of the deadline for nomination of directors in connection with the 2019 annual meeting of stockholders of the Company is being provided in connection with CPSI’s continuing dialogue with Gilead Capital, which filed a Schedule 13D with the Securities and Exchange Commission on January 16, 2019. CPSI’s Board welcomes constructive input from its stockholders, including Gilead Capital. While the Company generally does not comment on discussions with stockholders, members of CPSI’s Board and management have held numerous discussions over the past 24 months with representatives of Gilead and hope that Gilead is willing to accept the Board’s offer for a continuing, constructive dialogue in a prudent and timely manner. CPSI’s Board and management team are committed to creating value for all stockholders over the near- and long-term, and will continue to take meaningful actions to achieve this objective.
About CPSI
CPSI is a leading provider of healthcare solutions and services for community hospitals, their clinics and post-acute care facilities. Founded in 1979, CPSI is the parent of three companies – Evident, LLC, American HealthTech, Inc. and TruBridge, LLC. Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers. Evident provides comprehensive EHR solutions for community hospitals and their affiliated clinics. American HealthTech is one of the nation’s largest providers of EHR solutions and services for post-acute care facilities. TruBridge focuses on providing business, consulting and managed IT services, along with its complete RCM solution for all care settings. For more information, visit www.cpsi.com.
Forward-Looking Statements
Information in this release may involve plans, intentions, expectations, strategies, outlooks, beliefs or other statements regarding the future, including statements regarding the Company’s business strategy and cost-reduction efforts, which are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon management’s present plans, intentions, hopes or strategies regarding the future and involve risks and uncertainties that could cause actual events or developments to be materially different from those indicated in such forward-looking statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties that are contained in the Company’s most recently filed Form 10-K, as well as the Company’s quarterly and current reports filed on Form 10-Q and Form 8-K from time to time with the Securities and Exchange Commission. All information included in this release is based upon information available to CPSI as of the date of the release, and the Company assumes no obligation to update any such forward-looking statements.
Contacts
CPSI
Tracey Schroeder, 251-639-8100
Chief Marketing Officer
Tracey.Schroeder@cpsi.com
Kekst CNC
Ross Lovern, 212-521-4866
Principal
Ross.Lovern@kekstcnc.com
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