UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)
RADIATION THERAPY SERVICES, INC.
(Name of the Issuer)
RADIATION THERAPY SERVICES, INC.
RADIATION THERAPY SERVICES HOLDINGS, INC.
RTS MERGERCO, INC.
RADIATION THERAPY INVESTMENTS, LLC
VESTAR CAPITAL PARTNERS V, L.P.
VESTAR ASSOCIATES V, L.P.
VESTAR MANAGERS V LTD.
HOWARD M. SHERIDAN
DANIEL E. DOSORETZ
JAMES H. RUBENSTEIN
MICHAEL J. KATIN
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
750323206
(CUSIP Number of Class of Securities)
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Daniel E. Dosoretz
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James L. Elrod, Jr.
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Chief Executive Officer
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Radiation Therapy Investments, LLC.
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Radiation Therapy Services, Inc.
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c/o Vestar Capital Partners V, L.P.
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2234 Colonial Boulevard
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245 Park Avenue,
41
st
Floor
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Ft. Myers, Florida 33907
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New York, New York 101167
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(239) 931-7275
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(212) 351-1600
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(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
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Robert J. Grammig, Esq.
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Michael Movsovich, Esq.
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Darrell C. Smith, Esq.
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Holland & Knight, LLP
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Kirkland & Ellis, LLP
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Shumaker, Loop & Kendrick, LLP
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100 North Tampa Street
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153 East
53
rd
Street
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101 E. Kennedy Boulevard
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Suite 4100
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New York, New York 10022
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Suite 2800
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Tampa Florida 33602-3644
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(212) 446-4800
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Tampa, Florida 33602
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(813) 227-8500
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(813) 229-7600
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This statement is filed in connection with (check the appropriate box):
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a.
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þ
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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o
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The filing of a registration statement under the Securities Act of 1934.
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c.
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o
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A tender offer.
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d
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o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
þ
CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee
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$799,436,548
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$24,543
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*
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For purposes of calculating the
amount of the filing fee only.
The
filing fee was determined by adding
(x) the product of (I) 23,725,688
the number of shares of common stock
(including restricted stock
obligations) that are proposed to be
acquired in the merger and (II) the
merger consideration of $32.50 in
cash per share of common stock, plus
(y) $28,351,688 expected to be paid
to holders of options to purchase
common stock with an exercise price
of less than $32.50 per share in
exchange for cancellation of such
options, ((x) and (y) together, the
Total Consideration). The payment
of the filing fee, calculated in
accordance with Exchange Act Rule
0-11(c)(1), was calculated by
multiplying the Total Consideration
by .00003070.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $24,543
Form or Registration No.: Schedule 14APreliminary Proxy Statement
Filing Persons: Radiation Therapy Services, Inc.
Date Filed: November 21, 2007
TABLE OF CONTENTS
Introduction
This
Amendment No. 3 (the Final Amendment) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Transaction Statement) is
being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), by (1) Radiation Therapy
Services, Inc., a Florida corporation (RTS or the Company), the issuer of the common stock that
is subject to the Rule 13e-3 transaction, (2) Radiation Therapy Services Holdings, Inc.
(Parent), a Delaware corporation, (3) RTS MergerCo, Inc. (Merger Sub), a Florida corporation,
(4) Radiation Therapy Investments, LLC (Holdings), a Delaware limited liability company wholly
owned by Vestar Capital Partners V, L.P., (5) Vestar Capital Partners V, L.P. (Vestar), a Cayman
Islands exempted limited partnership, (6) Vestar Associates V, L.P. (Associates), a Scottish
limited partnership, (7) Vestar Managers V Ltd., a Cayman Islands exempted company (Managers),
(8) Howard M. Sheridan, Chairman of the Board of Directors of RTS, (9) Daniel E. Dosoretz,
President, Chief Executive Officer and Director of RTS, (10) James H. Rubenstein, Medical Director,
Secretary and Director of RTS and (11) Michael J. Katin, a Director of RTS (each a Filing Person and collectively the Filing
Persons).
On October 19, 2007, RTS, Parent, Merger Sub and Holdings entered into an Agreement and Plan
of Merger (the Merger Agreement) pursuant to which Merger Sub will be merged with and into RTS
with RTS continuing as the surviving corporation and a wholly owned subsidiary of Parent (the
Merger).
This
Final Amendment is being filed pursuant to Rule 13e-3(d)(3)
to report the results of the transaction that is the subject of this
Transaction Statement.
Item 15.
Additional Information
Regulation M-A Item 1011
Item 15. (b) is
hereby amended and supplemented as follows:
On February 6, 2008, at a special meeting of RTSs shareholders, RTSs shareholders voted
to approve the Agreement and Plan of Merger, dated October 19,
2007, by and among RTS, Parent,
MergerSub and Holdings (for purpose of Section 7.2 only).
On February 21, 2008, RTS filed an Articles of Merger with the Secretary of State of the State
of Florida, pursuant to which Merger Sub was merged with and into RTS, with RTS continuing as the
surviving corporation. As a result of the Merger, RTS became a
wholly-owned subsidiary of
Parent. At the effective time of the Merger, (i) each outstanding share of common stock
of RTS (other than shares held by RTS or its subsidiaries, or by
Holdings, Parent or Merger Sub) was automatically converted into the right to receive $32.50 in cash, without interest, and
(ii) the separate corporate existence of Merger Sub ceased.
As a result of the Merger, RTS common stock ceased to trade on the NASDAQ Global Select Market
(NASDAQ) as of the close of trading on February 21, 2008 and became eligible for delisting from
NASDAQ and termination of registration pursuant to Rule 12g-4 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act). Accordingly, on February 21, 2008, RTS
filed a Certification and Notice of Termination of Registration on Form 15 with the Securities and
Exchange Commission to deregister its common stock under the Exchange Act.
Item 16.
Exhibits
Regulation M-A Item 1016
Item
16 is amended and supplemented by the addition of the following
exhibit thereto:
(a)(3) Press
release, dated February 21, 2008, incorporated herein by
reference to Exhibit 99 of the current report on Form 8-K
filed by RTS with the SEC on February 21, 2008.
SIGNATURE
After due inquiry and to the
best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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RADIATION THERAPY SERVICES,
INC.
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By:
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/s/ Daniel E. Dosoretz
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Name:
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Daniel E. Dosoretz
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Title:
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Chief Executive Officer
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1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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RADIATION THERAPY SERVICES
HOLDINGS, INC.
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By:
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/s/ Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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RTS MERGERCO, INC.
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By:
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/s/ Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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RADIATION THERAPY INVESTMENTS,
LLC
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By:
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/s/ Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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VESTAR CAPITAL PARTNERS V, L.P.
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By:
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Vestar Associates V, L.P.
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its General Partner
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By:
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Vestar Managers V Ltd.,
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its General Partner
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By:
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/s/ Jack Feder
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Name:
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Jack Feder
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Title:
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Managing Director
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2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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VESTAR ASSOCIATES V, L.P.
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By:
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Vestar Managers V Ltd.,
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its General Partner
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By:
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/s/ Jack Feder
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Name:
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Jack Feder
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Title:
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Managing Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: February 21, 2008
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VESTAR MANAGERS V, LTD.
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By:
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/s/ Jack Feder
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Name:
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Jack Feder
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Title:
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Managing Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated:
February 21, 2008
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/s/ Daniel E. Dosoretz
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Daniel E. Dosoretz
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: February 21, 2008
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/s/ James H. Rubenstein
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James H. Rubenstein
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: February 21, 2008
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/s/ Howard M. Sheridan
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Howard M. Sheridan
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: February 21, 2008
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/s/ Michael J. Katin
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Michael J. Katin
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3
EXHIBIT INDEX
(a)(1)
Definitive Proxy Statement filed with the Securities and Exchange Commission on
January 15, 2008.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with
the Definitive Proxy Statement.
(a)(3)
Press
release, dated February 21, 2008.*****
(b)(1) Commitment Letter, dated as of October 19, 2007, by and among Wachovia Bank, National
Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC and Radiation Therapy
Services Holdings, Inc.*
(b)(2) Equity Commitment Letter, dated as of October 19, 2007, by and between Vestar Capital
Partners V, L.P. and Radiation Therapy Services Holdings, Inc.*
(c)(1)
Opinion of Morgan Joseph & Co. Inc., attached as Annex B to the
Definitive Proxy Statement.
(c)(2) Financial analysis presentation materials, dated October 18, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.**
(c)(3)
Presentation materials, dated September 19, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.****
(c)(4)
Presentation materials, dated July 24, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.****
(c)(5)
Presentation materials, dated July 13, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.****
(c)(6)
Presentation materials, dated April 26, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.****
(c)(7)
Presentation materials, dated June 21, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.****
(c)(8)
Presentation materials, dated October 5, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.****
(d)(1) Agreement and Plan of Merger, dated as of October 19, 2007, by and among Radiation
Therapy Services, Inc., Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc. and
Radiation Therapy Investments, LLC (for purposes of Section 7.2 only) attached as Annex A to the
Proxy Statement.*
(d)(2) Form of Amended and Restated Limited Liability Company Agreement of Radiation Therapy
Investments, LLC.*
(d)(3) Form of Securityholders Agreement by and among Radiation Therapy Investments, LLC and
the securityholders party thereto.*
(d)(4) Form of Radiation Therapy Investments, LLC 2008 Unit Award Plan.*
(d)(5)
Form of Management Agreement by and among Radiation Therapy Services
Inc., Radiation Therapy Services Holdings, Inc., Radiation Therapy
Investments, LLC and Vestor Capital Partners.***
(d)(6) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Daniel E. Dosoretz,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto.*
(d)(7) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Howard M. Sheridan,
including forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(8) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and James H. Rubenstein,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(9) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Michael J. Katin, including
forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit Subscription
Agreement attached as exhibits thereto. *
(f) Sections 607.1301-607.1333
of the Florida Business Corporation Act, attached as Annex C to
the Definitive Proxy Statement.
(g) None.
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*
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Incorporated by reference to the statement on Schedule 13D dated October 19, 2007 and filed by
the filing persons with the Securities and Exchange Commission on October 29, 2007.
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**
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Filed as an Exhibit to the Schedule 13E-3 filed with the
Securities and Exchange Commission on November 23, 2007.
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***
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Incorporated by reference to Amendment No. 1 to the
statement on Schedule 13D dated October 19, 2007 and filed by the
filing persons with the Securities and Exchange Commission on
December 21, 2007.
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****
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Filed as an Exhibit to the Schedule 13E-3 Amendment No. 1
filed with the Securities and Exchange Commission on
December 21, 2007.
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*****
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Incorporated herein by
reference to Exhibit 99 of the current report on Form 8-K
filed by RTS with the SEC on February 21, 2008.
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