UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Form
8-K/A
Amendment
No. 3
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): September 28,
2005
Netsmart
Technologies, Inc.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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000-21177
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13-3680154
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation
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File
No.)
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Identification
No.)
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3500
Sunrise Highway, Great River, New York 11739
(Address
of Principal Executive Office)
Registrant’s
telephone number, including area code: (631) 968-2000.
Item
9.01. Financial Statements and Exhibits.
This
filing amends the current report on Form 8-K of Netsmart Technologies, Inc.
(“Netsmart” or the “Company”) dated September 28, 2005 regarding Netsmart’s
acquisition by merger of CMHC Systems, Inc.(“CMHC”) pursuant to the agreement
and plan of merger (“the merger agreement”) dated September 20, 2005 among CMHC,
Hayes Acquisition Corp., a newly-formed wholly owned subsidiary of the
Registrant, and John Paton, solely in the capacity of Securities Holders
Representative, as amended by Form 8-K/A filed on December 9,2005 and Form
8-K/A
filed on January 10,2006. This filing also incorporates pro forma results of
an
acquisition made by Netsmart in 2005 prior to its acquisition of CMHC. Pursuant
to an asset purchase agreement dated June 17, 2005, Netsmart purchased certain
assets of Addiction Management Systems, Inc. (“AMS”).
(b) Pro
Forma Financial Information.
The
financial information required by the Item is annexed hereto as Exhibit 99.3.
The unaudited pro forma condensed consolidated financial statements give effect
to the CMHC merger agreement and the AMS asset purchase agreement, as well
as
the issuance of a $2,500,000 term loan on October 7, 2005 and the private
placement of common stock on October 14, 2005. The acquisition agreements were
accounted for under the purchase method of accounting in accordance with
Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations,” by which the acquiring company records at its cost the acquired
assets less liabilities assumed.
The
unaudited pro forma condensed consolidated balance sheet has been prepared
to
reflect the merger as if it occurred on June 30, 2005. The unaudited pro forma
condensed consolidated balance sheet also reflects the issuance of a five-year
term loan on October 7, 2005 for $2,500,000 and the issuance of 490,000 shares
of common stock on October 14, 2005 in a private placement for net proceeds
of
$4,218,104, as if the financings had occurred on June 30, 2005. The balance
sheet of AMS is not presented separately within the unaudited pro forma
condensed consolidated balance sheet of Netsmart, since the assets purchased
are
already included in the Netsmart balance sheet due to the fact that the
acquisition occurred prior to the Netsmart balance sheet date of June 30,
2005.
The
unaudited pro forma condensed consolidated statements of operations reflect
the
results of operations of Netsmart for the year ended December 31, 2004 and
of
CMHC for the fiscal year ended March 31, 2005, and for the six months ended
June
30, 2005 for both entities as if the merger occurred at the beginning of each
of
the respective periods presented. The unaudited pro forma condensed consolidated
statements of operations also reflect the results of operations of AMS for
the
year ended December 31, 2004 and for the six months ended June 30, 2005. The
AMS
acquisition closed on June 20, 2005; the operating results for the nine-day
period between the date of the acquisition and June 30, 2005 were negligible
and, as a result Netsmart has elected to use the full six-month period ended
June 30, 2005 for pro forma purposes.
The
unaudited pro forma condensed consolidated financial statements are presented
for illustrative purposes only and are not necessarily indicative of Netsmart’s
consolidated financial position or results of operations in future periods
or
the results that actually would have been realized if the merger and
acquisitions occurred during the specified periods. The pro forma adjustments
are based on available financial information and certain estimates and
assumptions set forth in the accompanying notes. The unaudited pro forma
condensed consolidated balance sheet and statements of operations reflect
Netsmart’s best estimates of the purchase price allocation; however, the final
allocation may differ from the pro forma amounts. The unaudited pro forma
condensed consolidated financial statements, including the notes thereto should
be read in conjunction with, historical consolidated financial statements and
the related notes thereto of Netsmart included in its Form 10-K for the year
ended December 31, 2004 and its Form 10-Q the quarterly period ended June 30,
2005 which are on file with the SEC, and the audited financial statements for
the years ended March 31, 2005 and 2004 and the reviewed financial statement
for
the three months ended June 30, 2005 and 2004 of CMHC which were previously
filed as Exhibits 99.1 and 99.2 to this Form 8-K/A.
(d)
Exhibits.
99.3
Pro
Forma Combined Financial Statements of Netsmart and CMHC
SIGNATURE
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.
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Netsmart
Technologies, Inc.
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President,
Chief Executive
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April
4, 2006
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Officer
and Director (Principal
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Executive
Officer)
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Chief
Financial Officer
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Anthony
F. Grisanti
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(Principal
Financial and
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Accounting
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Name
of Document
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99.3
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Pro
Forma Combined Financial Statements of Netsmart and
CMHC
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