Medecision, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 18 2008 - 3:50PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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MEDecision,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The following is the text of a
letter sent to customers by MEDecision, Inc. on June 18, 2008.
Customer
Letter
Today is a very important day
in the history of MEDecision and Im very excited about our announcement this
morning that we signed a merger agreement pursuant to which we will be acquired
by Health Care Service Corporation (HCSC). HCSC is the largest customer-owned
health insurer in the United States and the fourth largest health insurer in
the country overall, with 12.4 million members in Blue Cross and Blue Shield
plans in Illinois, New Mexico, Oklahoma and Texas. They have also been a
customer of MEDecisions since 1994 and a consistent and energetic supporter of
our vision.
As a key customer, I wanted to
inform you personally and share my thoughts on this news. This announcement is
a tremendously positive development for both MEDecision and our customers. I
hope you share my enthusiasm about the possibilities this represents. The
agreement underscores the strength of the collaborative heath care management
solutions weve developed and validates our vision for the health care
industry.
After the transaction closes,
MEDecision will remain an independent company dedicated to the needs of all
health plans and will maintain its own brand identity. This is important as we
continue to pursue development and implementation of our Alineo and Nexalign
collaborative health care management solutions. We recognize that our customers
value our track record of innovation and our commitment to developing and
implementing market-leading solutions. This agreement only strengthens our
ability to provide those next generation solutions to the countrys leading
health plans.
This agreement is a significant
milestone for MEDecision and sets the stage for the next phase in our companys
history and growth. You will no doubt have a number of questions regarding this
transaction and I invite you to communicate with your relationship manager or
with me directly.
Thank you for your continued
support of MEDecision.
Yours truly,
David St.Clair
Founder and CEO
MEDecision, Inc.
Forward-Looking Statement
This filing contains forward-looking statements
within the meaning of the safe harbor provisions of the federal securities
laws, including, without limitation, statements about the expected timing,
completion and effects of the proposed merger between MEDecision and HCSC.
These forward-looking statements are subject to risks and uncertainties that
could cause actual events or results to differ materially from such statements.
MEDecision may not be able to complete the proposed merger because of a number
of factors, including, among other things, the failure to obtain shareholder
approval or the failure to satisfy other closing conditions. Other risks and
uncertainties that may affect forward-looking statements are described in the
"Risk Factors" section and elsewhere in the company's Annual Report
on Form 10-K as filed with the Securities and Exchange Commission (SEC) on
March 28, 2008 and the companys Quarterly Report on Form 10-Q as filed with
the Securities and Exchange Commission (SEC) on May 9, 2008. MEDecision
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Additional Information About the
Merger and Where to Find It
MEDecision will file with the Securities and
Exchange Commission (the SEC), and furnish to its shareholders, a proxy
statement soliciting proxies for the meeting of its shareholders to be called
with respect to the proposed merger between MEDecision and HCSC. MEDecision
SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND
DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. MEDecision
shareholders and other interested parties will be able to obtain, without
charge, a copy of the proxy statement (when available) and other relevant
documents filed with the SEC from the SECs Web site at www.sec.gov. MEDecision
shareholders and other interested parties will also be able to obtain, without
charge, a copy of the proxy statement (when available) and other relevant
documents by directing a request by mail or telephone to MEDecision, Inc., 601
Lee Road, Chesterbrook Corporate Center, Wayne, Pennsylvania 19087, Attention:
Corporate Secretary, telephone: (610) 540-0202, or from MEDecision's Web site,
www.MEDecision.com.
MEDecision and certain of its directors,
executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from
shareholders of MEDecision with respect to the proposed merger. Information
regarding the persons who may be considered participants in the solicitation
of proxies will be set forth in MEDecisions proxy statement relating to the
proposed merger when it is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of MEDecision common stock as of
March 28, 2008 is also set forth in MEDecisions proxy statement for its 2008
Annual Meeting of Shareholders, which was filed with the SEC on April 23, 2008.
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