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): JULY 27, 2005
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-19480 58-1651222
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) 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)
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) On July 27, 2005, the Board of Directors (the "Board") of Per-Se
Technologies, Inc. ("Per-Se") amended Per-Se's Restated By-laws ("By-laws"). The
effective date of the amendment is July 27, 2005. The provision changed by the
amendment is Article III, Section 11, regarding compensation of Directors. The
previous provision provided that "Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board, a specific
sum fixed by the Board plus expenses may be allowed for attendance at each
regular or special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation or any parent or subsidiary corporation thereof in any other
capacity and receiving compensation therefore." The amended provision provides
that "The Board of Directors shall have the authority to fix the compensation,
including fees and reimbursement of expenses, of Directors for services to the
Corporation in any capacity; provided, however, that no such payment shall
preclude any Director from serving the Corporation or any parent or subsidiary
corporation thereof in any other capacity and receiving compensation therefor."
A copy of the By-laws, as amended, is filed as Exhibit 3.2 and is incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 3.2 - Restated By-laws of Registrant, as amended.
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.
Date: July 29, 2005
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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3.2 Restated By-laws of Registrant, as amended.