- Current report filing (8-K)
September 16 2010 - 6:32AM
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):
September 15, 2010
Health
Grades, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-22019
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62-1623449
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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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500 Golden Ridge Road, Suite 100
Golden, Colorado
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80401
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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:
(303) 716-0041
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
Amendment No. 3 to Agreement and Plan of Merger
On
September 15, 2010, Health Grades, Inc., a Delaware corporation (the Company), Mountain Acquisition
Corp., a Delaware corporation (Parent),
Mountain Merger Sub Corp., a Delaware corporation and a direct wholly-owned
subsidiary of Parent (Purchaser),
and Mountain Acquisition Holdings, LLC, a Delaware limited liability company (Holdings),
entered into Amendment No. 3 (the Merger Agreement Amendment) to the
Agreement and Plan of Merger among the Company, Parent, Purchaser and Holdings,
dated as of July 27, 2010 and amended as of August 9, 2010 and as of September 9,
2010 (as amended, the Merger Agreement).
The Merger Agreement Amendment provides for (i) the creation of an
independent committee of the Companys board of directors (the Independent
Committee) to review, consider, recommend, negotiate and approve any
Acquisition Proposal (as defined in the Merger Agreement) received during the
pendency of the cash tender offer by Purchaser to acquire all of the shares of
the Companys common stock (the Offer); (ii) the extension of the
initial expiration of the Offer to 9:00 AM, New York City time, on October 7,
2010, which may be extended for 10 business days if the Company delivers
written notice to Parent prior to 12:01 a.m., New York City time, on October 7,
2010 that it has validly received and is considering, in each case in
accordance with Section 7.6 of the Merger Agreement, an Acquisition Proposal
(with each reference in the definition thereof to 15% replaced with 50.1%)
that the Companys board of directors or the Independent Committee shall have
determined in good faith constitutes, or is reasonably likely to result in, a
Superior Proposal; (iii) the modification of the Minimum Condition (as
defined in the Merger Agreement) to include a requirement that a majority of
all outstanding shares not subject to Support Agreements (as defined in the
Merger Agreement) be validly tendered and not withdrawn; (iv) the
reduction, from $9,550,000 to $7,346,000, of the termination fee which may be
required to be paid by the Company to Holdings in the event the Merger
Agreement is terminated under certain circumstances; and (v) the reduction
from five business days to three business days for written notice to be
provided to Parent before the Company may enter into a Superior Proposal (as
defined in the Merger Agreement). The
foregoing description of the Merger Agreement Amendment is qualified in its
entirety by reference to the Merger Agreement Amendment, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Amendment No. 1 to Tender and Support Agreements
On
September 15, 2010, in connection with the execution of the Merger
Agreement Amendment, each of Kerry Hicks, Allen Dodge, Wes Crews and David
Hicks, the Companys President and Chief Executive Officer, Executive Vice
President and Chief Financial Officer, Executive Vice President and Chief
Operating Officer, and Executive Vice President and Chief Information Officer,
respectively (each, a Stockholder), entered into an Amendment No. 1 (a Support
Agreement Amendment) to the Tender and Support Agreement among such
Stockholder, Parent, Purchaser and the Company, dated as of July 27, 2010
(as amended, a Support Agreement). Pursuant to each Support Agreement
Amendment, each Stockholder has agreed to enter into an agreement comparable to such
Stockholders Support Agreement with respect to any transaction that the
Independent Committee determines is a Superior Proposal (as defined in the
Merger Agreement) and with respect to which the Company enters into a
definitive agreement after terminating the Merger Agreement. The foregoing description of the Support
Agreement Amendments is qualified in its entirety by reference to the form of
Support Agreement Amendment, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01
Other Events.
On
September 15, 2010,
Company
,
Parent, Purchaser, Holdings
and Vestar Capital Partners
V, L.P. entered into a Memorandum of Understanding (the Memorandum),
pursuant to which the Merger Agreement
Amendment and the Support Agreement Amendments were entered into,
that outlines
the terms of the parties agreement in principle to settle the actions pending
in the Delaware Court of Chancery captioned
Peter
P. Weigard v. Hicks,
et al
., C.A. No. 5732-VCS, and
Tove
Forgo v. Health Grades, Inc., et al
., C.A. No. 5716-VCS
. The
terms of the proposed settlement are subject to approval by the Delaware Court
of Chancery. The foregoing description
of the Memorandum is qualified in its entirety by reference to the Memorandum,
which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
2
On
September 16, 2010, the Company issued a press release announcing the
execution of the Memorandum, the Merger Agreement Amendment and the Support Agreement
Amendments. A copy of the press release
is attached hereto as Exhibit 99.2.
Item 9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
2.1
Amendment No. 3 to Agreement and Plan of Merger
by and among Health Grades, Inc., Mountain Acquisition Corp., Mountain
Merger Sub Corp. and Mountain Acquisition Holdings, LLC, dated as of September 15,
2010.
10.1
Form of Amendment No. 1 to Tender and
Support Agreement.
99.1
Memorandum of Understanding, dated as of September 15,
2010, among the parties
in
the actions pending in the Delaware Court of Chancery captioned
Peter P. Weigard v. Hicks, et al
., C.A. No. 5732-VCS, and
Tove Forgo v. Health Grades, Inc., et al
.,
C.A. No. 5716-VCS.
99.2
Press Release of Health Grades, Inc., dated September 16,
2010.
3
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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HEALTH GRADES, INC.
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By:
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/s/
Allen Dodge
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Allen
Dodge
Executive Vice President and Chief Financial Officer
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Dated:
September 15, 2010
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EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Amendment
No. 3 to Agreement and Plan of Merger by and among Health
Grades, Inc., Mountain Acquisition Corp., Mountain Merger Sub Corp. and
Mountain Acquisition Holdings, LLC, dated as of September 15, 2010.
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10.1
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Form of
Amendment No. 1 to Tender and Support Agreement.
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99.1
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Memorandum
of Understanding, dated as of September 15, 2010, among the parties
in the actions pending in the Delaware
Court of Chancery captioned
Peter P.
Weigard v. Hicks, et al
., C.A.
No. 5732-VCS, and
Tove Forgo v.
Health Grades, Inc., et al
., C.A. No. 5716-VCS.
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99.2
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Press
Release of Health Grades, Inc., dated September 16, 2010.
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