- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 09 2010 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
November 9, 2010
NIGHTHAWK
RADIOLOGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51786
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87-0722777
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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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4900 N.
Scottsdale Road, 6
th
Floor
Scottsdale, Arizona 85251
(Address of principal executive offices, including zip code)
(480)
822-4429
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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 November 9, 2010,
NightHawk Radiology Holdings, Inc. (NightHawk) and Virtual Radiologic (vRad) announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for NightHawks previously announced proposed merger with
vRad, has terminated.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
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Exhibit Number
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Description
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99.1
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Joint Press Release, dated November 9, 2010, issued by NightHawk and vRad.
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2
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.
Date: November 9, 2010
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NIGHTHAWK RADIOLOGY HOLDINGS, INC.
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By:
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/s/ Paul E. Cartee
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Paul E. Cartee
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Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Joint Press Release, dated November 9, 2010, issued by NigthHawk and vRad.
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4
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