Written Communication Relating to an Issuer or Third Party (sc To-c)
March 25 2016 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 25, 2016
BioTelemetry, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-55039
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46-2568498
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1000 Cedar Hollow Road
Malvern, PA
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19355
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (610) 729-7000
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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x
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On March 25, 2016, BioTelemetry, Inc. (Biotelemetry) and
VirtualScopics, Inc. (VirtualScopics) issued a joint press release announcing that they had entered into a definitive merger agreement whereby BioTelemetry will acquire VirtualScopics. BioTelemetry will commence an all cash tender offer
for all outstanding common and preferred shares of VirtualScopics, in which BioTelemetry will offer investors $4.05 per share for VirtualScopics common stock, $336.30 per share for VirtualScopics Series A and Series B Convertible
Preferred Stock and $920.00 per share for VirtualScopics Class C-1 Convertible Preferred Stock. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Joint Press Release, dated March 25, 2016
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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.
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BioTelemetry, Inc.
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By:
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/s/ Peter Ferola
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Peter Ferola
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Senior Vice President and General Counsel
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Date: March 25, 2016
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Joint Press Release, dated March 25, 2016
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Virtualscopics, Inc. (NASDAQ:VSCP)
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