CUSIP No. 58406P102
|
Page 1 of 9 Pages
|
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
MEDECISION, INC.
(Name of Issuer)
Common Stock, no par
value per share
(Title of Class of Securities)
58406P102
(CUSIP Number)
Kenneth S. Avner
Senior Vice President and Chief Actuary
Health Care Service Corporation
300 East Randolph Street
Chicago, Illinois 60601-5099
(312) 653-6739
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
June 17, 2008
(Date of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
|
|
Note
:
Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
|
|
* The
remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
|
|
The
information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 58406P102
|
Page 2 of 9 Pages
|
|
|
|
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
Health Care Service Corporation, a Mutual Legacy Reserve Company
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED
|
8
|
SHARED VOTING POWER
8,037,853 (1)
|
BY EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH:
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,037,853 (1)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[X]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4% (1)
|
14
|
TYPE OF REPORTING PERSON
IC; CO
|
|
(1)
Pursuant to the Voting Agreements (as defined below), HCSC (as defined below)
may be deemed to have beneficial ownership of 8,037,853 shares of Common Stock
(as defined below). This figure includes 600,000 shares subject to unexercised
options to purchase Common Stock, which options, if exercised, would subject
the shares of Common Stock received pursuant to such exercise to the terms and
conditions of the applicable Voting Agreements. Neither the filing of this
Statement nor any of its contents shall be deemed to constitute an admission by
HCSC that it is the beneficial owner of any of the Common Stock referred to
herein for purposes of the Securities Exchange Act of 1934, as amended (the
Exchange Act) or for any other purpose, and such beneficial
ownership is expressly disclaimed.
|
CUSIP No. 58406P102
|
Page 3 of 9 Pages
|
Item 1.
|
Security
and Issuer
|
The
class of equity securities to which this Statement relates is the Common Stock, no par
value per share (Common Stock), of MEDecision, Inc., a Pennsylvania
corporation (the Issuer). The principal executive offices of the Issuer are
located at 601 Lee Road, Chesterbrook Corporate Center, Wayne, Pennsylvania 19087.
Item 2.
|
Identity
and Background
|
This
statement is being filed by Health Care Service Corporation, a Mutual Legal Reserve
Company, a corporation organized under the laws of the State of Illinois
(HCSC). HCSCs principal executive offices are located at 300 East
Randolph Street, Chicago, Illinois 60601-5099. Set forth on
Schedule A
attached
hereto is the name, principal occupation or employment, and the name and principal
business of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of HCSC as of the date hereof. Each person
named on
Schedule A
is a citizen of the United States.
During
the last five years, neither HCSC nor, to HCSCs knowledge, any person named on
Schedule A
has been (i) convicted in a criminal proceeding (excluding traffic
violations or other misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3.
|
Source
and Amount of Funds or Other Consideration
|
As
described below in Item 4, the shares of Common Stock to which this Statement relates have
not been purchased by HCSC, and thus no funds were used for that purpose. As an inducement
for HCSC to enter into the Merger Agreement (as hereinafter defined in Item 4), certain of
the Issuers shareholders entered into Voting Agreements, each dated as of June 17,
2008 (the Voting Agreements, and each a Voting Agreement), with
HCSC and Mercury Acquisition Corp., a Pennsylvania corporation wholly owned by HCSC that
was formed for the purpose of entering into the Merger Agreement (Merger Sub).
Neither HCSC nor Merger Sub paid additional consideration to those shareholders in
connection with the execution or delivery of the Voting Agreements; however, two of such
shareholders executed new employment agreements with the Issuer as a condition to
HCSCs execution and delivery of the Merger Agreement. The Voting Agreements are more
fully described in Item 4 below.
Item 4.
|
Purpose
of Transaction
|
Each
of the following shareholders of the Issuer (the Shareholders, and each a
Shareholder) entered into the Voting Agreements as an inducement for HCSC and
Merger Sub to enter into the Merger Agreement: David St. Clair, Carl E. Smith, Liberty
Ventures I, L.P., Liberty Ventures II, L.P., Stockwell Fund, L.P., Grotech Partners V,
L.P., and Grotech V Maryland Fund, L.P. The purpose of the Voting Agreements is to
facilitate the consummation of the transactions contemplated by the Merger Agreement.
The Merger Agreement
HCSC,
Merger Sub, and the Issuer have entered into an Agreement and Plan of Merger, dated as of
June 17, 2008 (the Merger Agreement), pursuant to which Merger Sub
will merge with and into the Issuer (the Merger), with the Issuer continuing
as the surviving corporation (the Surviving Corporation) and as a wholly-owned
subsidiary of HCSC following the Merger. Upon the terms and subject to the conditions of
the Merger Agreement, at the effective time of the Merger (the Effective
Time), each outstanding share of Common Stock will be converted into the right to
receive $7.00 in cash (the Merger Consideration), without interest, and less
any applicable tax withholdings. Further, upon the Effective Time, each outstanding option
to purchase shares of Common Stock (except for certain unvested options to purchase Common
Stock) will be converted into the right to receive in cash the difference between the
exercise price of such option and the Merger Consideration, without interest, and less any
applicable tax withholdings.
CUSIP No. 58406P102
|
Page 4 of 9 Pages
|
HCSC
expects that, upon completion of the Merger, the Common Stock will be delisted from the
Nasdaq Global Market and subsequently will cease to be registered under the Exchange Act.
The Voting Agreements
In
connection with the Merger Agreement, HCSC entered into a Voting Agreement with each of
the following Shareholders: (i) David St. Clair (the Chairman and Chief Executive
Officer of the Issuer); (ii) Carl E. Smith (the Chief Financial Officer and Corporate
Secretary of the Issuer); (iii) Liberty Ventures I, L.P. (a shareholder affiliated
with Thomas R. Morse, a Director of the Issuer); (iv) Liberty Ventures II, L.P. (a
shareholder affiliated with Thomas R. Morse, a Director of the Issuer); (v) Stockwell
Fund, L.P., (vi) Grotech Partners V, L.P., and (vii) Grotech V Maryland Fund,
L.P. Pursuant to each Voting Agreement, the Shareholder has agreed to vote (or cause to be
voted) all shares of Common Stock now or hereafter owned by such Shareholder (the
Subject Shares) in favor of approval of the Merger Agreement and adoption of
the Merger, and has granted HCSC an irrevocable proxy to vote the Subject Shares in a
manner consistent with the Voting Agreement. In addition, each Shareholder has agreed that
at any meeting of shareholders of the Issuer or at any adjournment or postponement thereof
or in any other circumstances under which such Shareholders vote, consent or other
approval is sought, such Shareholder will vote (or cause to be voted) the Subject Shares,
except with the written consent of HCSC and Merger Sub, against any (i) Acquisition
Proposal (as that term is defined in the Merger Agreement), (ii) reorganization,
recapitalization, liquidation or winding-up of the Issuer (or any of its Subsidiaries) or
any other extraordinary transaction involving the Issuer (or any of its Subsidiaries),
(iii) any amendment of the Issuers Amended and Restated Articles of Incorporation or
Second Amended and Restated Bylaws or other proposal, action or transaction involving the
Issuer or any of its Subsidiaries or any of its shareholders, which amendment or other
proposal, action or transaction could reasonably be expected to impede, interfere with,
prevent or delay the consummation, of the transactions contemplated by the Merger
Agreement or the consummation of the transactions contemplated by this Agreement, or
change in any manner the voting rights of the Common Stock, or (iv) other matter relating
to, or in connection with, any of the foregoing matters.
Each
Shareholder also agreed, among other things, that such Shareholder will not
(i) encourage (including by way of furnishing or disclosing information), solicit,
initiate, make or facilitate the making of, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably be expected to
lead to, any Acquisition Proposal, (ii) participate in any way in discussions or
negotiations with, or furnish or disclose any information to, any Person (other than HCSC
or any of its Subsidiaries) in connection with any Acquisition Proposal,
(iii) release or permit the release of any Person from, or waive or permit the waiver
of any provisions of, or otherwise fail to exercise its rights under, any confidentiality,
standstill or similar agreement with respect to the divestiture of any voting or equity
securities of Issuer (except for any such agreement with HCSC or any of its Subsidiaries),
or (iv) enter into any agreement, letter of intent, agreement-in-principle,
acquisition agreement or other instrument contemplating or otherwise relating to any
Acquisition Proposal.
Each
Shareholder also agreed, among other things, that such Shareholder will not, directly or
indirectly, except under certain circumstances: (i) sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of (collectively, a Transfer) or enter
into any agreement, option or other arrangement with respect to, or consent to a Transfer
of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect
to, any or all of the Subject Shares, other than in accordance with the Merger Agreement,
or (ii) grant any proxies (other than the proxy granted to HCSC pursuant to the Voting
Agreement), deposit any Subject Shares into any voting trust or enter into any voting
arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the
Subject Shares, other than pursuant to the Voting Agreement. Each Shareholder further
agreed not to, and not to cause its Affiliates to, commit or agree to take any of the
foregoing actions or take any action that may reasonably be expected to have the effect of
preventing, impeding, interfering with or adversely affecting its ability to perform its
obligations under the Voting Agreement. As used in this paragraph, the term
Constructive Sale shall mean a short sale with respect to any Subject Shares,
entering into or acquiring an offsetting derivative contract with respect to any Subject
Shares, entering into or acquiring a futures or forward contract to deliver any Subject
Shares or entering into any other or other derivative transaction that has the effect of
materially changing the economic benefits and risks of ownership.
CUSIP No. 58406P102
|
Page 5 of 9 Pages
|
Each
Shareholder also agreed that such Shareholder shall not, nor shall such Shareholder permit
any of its Affiliates to, nor shall such Shareholder act in concert with or permit any
Affiliate (as such term is defined in the Voting Agreement) to act in concert with any
Person to make, or in any manner participate in, directly or indirectly, a
solicitation (as such term is used in the rules of the Securities and Exchange
Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise
or influence any Person with respect to the voting of, any shares of Issuer Common Stock
intended to facilitate any Acquisition Proposal (or other Subject Matter, as such term is
defined in the Merger Agreement) or to cause shareholders of the Company not to vote to
adopt the Merger Agreement and approve the Merger.
Each
Voting Agreement provides that it will terminate (i) upon the adoption of the Merger
Agreement at the Company Shareholders Meeting; (ii) upon the termination of the Merger
Agreement in accordance with its terms; or (iii) at any time upon notice by HCSC to the
Shareholder; provided, however, that each of the Voting Agreements entered into by
Stockwell Fund, L.P., Grotech Partners V, L.P. and Grotech V Maryland Fund, L.P. will, in
any event, terminate on December 31, 2008.
The
foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to
be complete and are qualified in their entirety by reference to the full text of those
agreements. The individual Voting Agreements are deemed filed hereto as Exhibits 99.1,
99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, and the Merger Agreement is deemed filed hereto as
Exhibit 99.8, each of which is incorporated herein by reference.
Except
as set forth in this Statement, the Voting Agreements or the Merger Agreement, neither
HCSC nor, to HCSCs knowledge, any person named on
Schedule A
has any present
plans or proposals which relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest
in Securities of the Company
|
(a)
Aggregate Beneficial Ownership:
Based
on the representations of the Shareholders made in the Voting Agreements, HCSC believes
the aggregate number of shares of Common Stock to which the Voting Agreements apply is
8,037,853. This figure includes 600,000 shares subject to unexercised options to purchase
Common Stock (the Option Shares), which Option Shares, if such options were to
be exercised, would also be subject to the terms and conditions of the Voting Agreements.
Based on the representations made by the Issuer in the Merger Agreement, HCSC believes
there are 16,939,969 shares of Common Stock issued and outstanding, including the Option
Shares. Accordingly, by reason of the rights granted to HCSC under the Voting Agreements,
HCSC may be deemed to have beneficial ownership of 8,037,853 shares of Common Stock
(including the Option Shares), constituting approximately 47.4% of the shares of Common
Stock outstanding. Neither the filing of this Statement nor any of its contents shall be
deemed to constitute an admission by HCSC that it is the beneficial owner of any of the
shares of Common Stock referred to herein for purposes of the Exchange Act, or for any
other purpose, and such beneficial ownership is expressly disclaimed. To HCSCs
knowledge, no shares of Common Stock are beneficially owned by any of the persons listed
on
Schedule A
.
(b)
Power to Vote and Dispose of the Stock
Pursuant
to the Voting Agreements, HCSC may be deemed to have shared power to vote 8,037,853 shares
of Common Stock.
(c)
Except for the Voting Agreements, the Merger Agreement and the transactions
contemplated by such agreements, neither HCSC nor, to HCSCs knowledge, any
person named on
Schedule A
has effected any transaction in the Common
Stock during the past 60 days.
(d)
Right of Others to Receive Dividends or Proceeds of Sale:
To
HCSCs knowledge, no person has the right to receive or power to direct the receipt
of dividends from, or the proceeds from the sale of, the Subject Shares, other than the
Shareholders.
CUSIP No. 58406P102
|
Page 6 of 9 Pages
|
(e)
Date Ceased to be the Beneficial Owner of More than Five Percent:
Not
applicable.
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
Other
than as described in Items 3, 4 and 5 of this Statement, which descriptions are
incorporated herein by reference in response to this Item 6, to HCSCs knowledge,
there is no contract, arrangement, understanding or relationship (legal or otherwise)
among any of the persons named in Item 2 and between such persons and any other person
with respect to any securities of the Issuer, including but not limited to the transfer or
voting of any of the securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholdings of proxies.
Item 7.
|
Material
to be Filed as Exhibits
|
99.1
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and David St. Clair (incorporated herein by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by
the Issuer on June 18, 2008).
|
99.2
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Carl E. Smith (incorporated herein by
reference to Exhibit 99.2 to the Current Report on Form 8-K filed by
the Issuer on June 18, 2008).
|
99.3
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Liberty Ventures I, L.P. (incorporated
herein by reference to Exhibit 99.3 to the Current Report on Form 8-K
filed by the Issuer on June 18, 2008).
|
99.4
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Liberty Ventures II, L.P. (incorporated
herein by reference to Exhibit 99.4 to the Current Report on Form 8-K
filed by the Issuer on June 18, 2008).
|
99.5
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Stockwell Fund, L.P. (incorporated herein
by reference to Exhibit 99.5 to the Current Report on Form 8-K filed by
the Issuer on June 18, 2008).
|
99.6
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Grotech V Maryland Fund, L.P.
(incorporated herein by reference to Exhibit 99.6 to the Current Report
on Form 8-K filed by the Issuer on June 18, 2008).
|
99.7
|
Voting
Agreement, dated as of June 17, 2008, by and among Health Care Service Corporation,
Mercury Acquisition Corp. and Grotech Partners V, L.P. (incorporated
herein by reference to Exhibit 99.7 to the Current Report on Form 8-K
filed by the Issuer on June 18, 2008).
|
99.8
|
Agreement
and Plan of Merger, dated as of June 17, 2008, by and among Health Care Service
Corporation, Mercury Acquisition Corp. and MEDecision, Inc.
(incorporated herein by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Issuer on June 18, 2008).
|
CUSIP No. 58406P102
|
Page 7 of 9 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: June 25, 2008
|
HEALTH CARE SERVICE CORPORATION
|
|
By:
/s/ Kenneth S. Avner
|
|
Name: Kenneth S. Avner
|
|
Title: Senior Vice President and Chief Actuary
|
CUSIP No. 58406P102
|
Page 8 of 9 Pages
|
Schedule A
Directors and
Executive Officers of Health Care Service Corporation
The following tables set forth the
name, present principal occupation or employment, and residence or business address of
each director and executive officer of Health Care Service Corporation. Each director and
executive officer is a citizen of the United States.
Directors
Name
|
Present Principal Occupation or Employment
|
Residence or Business Address
|
Juliann Bluitt Foster, D.D.S.
|
Retired Dental Educator
|
592 Colonial Drive
|
|
|
Hilton Head Island, SC 29926
|
Timothy L. Burke
|
Principal and Chief Financial Officer
|
William Blair & Company, L.L.C.
|
|
William Blair & Company, L.L.C.
|
222 West Adams
|
|
|
Chicago, Illinois 60606
|
Milton Carroll
|
Chairman of the Board
|
CenterPoint Energy, Inc.
|
|
CenterPoint Energy, Inc.
|
1111 Louisiana, 47th Floor
|
|
|
Houston, Texas 77002
|
Robert T. Clarke
|
President and CEO
|
Memorial Health System
|
|
Memorial Health System
|
701 N. 1st Street
|
|
|
Springfield, Illinois 62781
|
James R. Corrigan
|
Financial Services Consultant
|
Waterstone Financial Group
|
|
|
9323 South Hamilton Street
|
|
|
Chicago, Illinois 60620
|
William H. Dailey, Esq.
|
Retired Attorney
|
1330 - 30th Street
|
|
|
Moline, Illinois 61265
|
Tieman H. Dippel, Jr.
|
Chairman of the Board
|
Brenham Bancshares, Inc.
|
|
Brenham Bancshares, Inc.
|
2211 South Day, Suite 401
|
|
|
Brenham, Texas 77833
|
Dennis J. Gannon
|
President
|
Chicago Federation of Labor, AFL-CIO
|
|
Chicago Federation of Labor, AFL-CIO
|
130 East Randolph Street, Suite 2600
|
|
|
Chicago, Illinois 60601
|
Dianne B. Gasbarra, M.D.
|
Physician
|
3021 Quail Creek Road
|
|
|
Oklahoma City, Oklahoma 73120
|
Jack A. Griggs, Ph.D.
|
Professor of Finance, College of Business
|
1765 Lakeshore Drive
|
|
Abilene Christian University
|
Abilene, Texas 79602
|
Thomas R. Hix
|
Retired Senior VP
|
1 Wexford Court
|
|
Cooper Cameron Corp.
|
Houston, Texas 77024
|
Ronald F. King
|
Retired CEO
|
P.O. Box 98
|
|
Oklahoma Division of Health Care Service
|
Bixby, Oklahoma 74008
|
|
Corporation
|
Raymond F. McCaskey
|
Chief Executive Officer
|
Health Care Service Corporation
|
|
Health Care Service Corporation
|
300 East Randolph Street
|
|
|
Chicago, Illinois 60601
|
Alejandro Perez-Tamayo, M.D.
|
Surgeon
|
124 North Bruner Street
|
|
|
Hinsdale, Illinois 60521
|
M. Ray Perryman, Ph.D.
|
President and CEO
|
The Perryman Group
|
|
The Perryman Group
|
510 N. Valley Mills Drive, Suite 300
|
|
|
Waco, Texas 76710
|
CUSIP No. 58406P102
|
Page 9 of 9 Pages
|
Directors (Contd.)
Name
|
Present Principal Occupation or Employment
|
Residence or Business Address
|
Kenneth J. Rudnick
|
Retired First VP
|
980 West Blue Fox Road
|
|
American National Bank
|
Green Valley, Arizona 85614
|
Waneta C. Tuttle, Ph.D.
|
President and CEO
|
6405 Meadow Hills, N.E.
|
|
Southwest Medical Ventures, Inc.
|
Albuquerque, New Mexico 87199
|
Executive Officers*
Name
|
Present Principal Occupation at Health Care Service Corporation
|
Raymond F. McCaskey
|
Chief Executive Officer
|
Patricia A. Hemingway Hall
|
President and Chief Operating Officer
|
Ray A. Angeli
|
Executive Vice President Internal Operations
|
Martin G. Foster
|
Executive Vice President Plan Operations
|
Kenneth S. Avner
|
Senior Vice President and Chief Actuary
|
Denise A. Bujak
|
Senior Vice President and Chief Financial Officer
|
Deborah Dorman-Rodriguez
|
Senior Vice President and Chief Legal Officer
|
Karen Chesrown
|
Senior Vice President of Strategy, Planning and Enterprise Process Management
|
Paul Handel, M.D.
|
Senior Vice President and Chief Medical Officer
|
Tara Dowd Gurber
|
Senior Vice President and Corporate Compliance Officer Audit, Compliance and Security
|
* The business address of each
Executive Officer listed on this table is Health Care Service Corporation, 300 East
Randolph Street, Chicago, Illinois 60601
Medecision (MM) (NASDAQ:MEDE)
Historical Stock Chart
From Jul 2024 to Jul 2024
Medecision (MM) (NASDAQ:MEDE)
Historical Stock Chart
From Jul 2023 to Jul 2024