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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) August 26, 2004
PATIENT INFOSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22319 16-1476509
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
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46 Prince Street, Rochester, New York 14607
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (585) 242-7200
(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))
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ITEM 1.01 Entry into a Material Definitive Agreement.
On August 26, 2004, the Registrant announced the execution of an Agreement
of Purchase and Sale dated as of August 26, 2004 (the "Agreement") to acquire
all of the outstanding capital stock of CBCA Care Management, Inc.
The Agreement was entered into by and among the Registrant, CBCA Care
Management, Inc. and CBCA, Inc. Pursuant to the terms of the Agreement, the
Registrant will purchase all of the outstanding capital stock of CBCA Care
Management, Inc. for $7,100,000, subject to certain purchase price adjustments.
$710,000 of the purchase price was paid upon signing and $6,390,000, subject to
the adjustments, is payable at the closing. The Registrant will need to obtain
additional capital in order to pay the consideration required under the
Agreement. It may sell equity or debt securities or borrow funds from banks or
other financial institutions. The Agreement, which has been approved by the
Board of Directors of both companies, is subject to customary closing
conditions.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.75 Agreement of Purchase and Sale dated as of August 26, 2004
by and among the Registrant, CBCA Care Management, Inc. and
CBCA, Inc.
99.1 Press Release issued by the Registrant on August 26, 2004.
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.
PATIENT INFOSYSTEMS, INC.
Date: August 26, 2004 By: /s/Roger L. Chaufournier
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Roger L. Chaufournier
Chief Executive Officer
EXHIBIT INDEX
Exhibit 10.75 Agreement of Purchase and Sale dated as of August 26, 2004
by and among the Registrant, CBCA Care Management, Inc. and
CBCA, Inc.
Exhibit 99.1 Press release issued on August 26, 2004.