Trizetto Group Inc (Other) (424B3)
October 01 2007 - 1:28PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-145359
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus Dated August 13,
2007)
THE TRIZETTO GROUP, INC.
$230,000,000
1.125% CONVERTIBLE SENIOR NOTES
DUE APRIL 15, 2012
AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements information contained in that certain prospectus dated August 13, 2007 of The TriZetto
Group, Inc. (the Company), relating to the offer and sale from time to time of up to $230,000,000 of the Companys 1.125% Convertible Senior Notes due 2012, or the notes, and 10,467,622 shares of the Companys outstanding
common stock that are issuable upon conversion of the notes, which are held by certain securityholders named in the prospectus under the section entitled Selling Securityholders. This prospectus supplement is not complete without, and
may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.
The following
table amends and supplements the information set forth in the prospectus under the section entitled Selling Securityholders with respect to the selling securityholders named below and the respective notes and shares of common stock
beneficially owned by such selling securityholders that may be offered pursuant to the prospectus:
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Number of Shares of
Common Stock
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Selling Securityholder
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Principal Amount of
Notes Beneficially Owned
and Offered Hereby
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Beneficially
Owned
(1)
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Offered
Hereby
(1)
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Royal Bank of Canada
(2
)
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$
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15,500,000
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705,427
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705,427
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(1)
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Includes shares of common stock issuable upon conversion of the notes, assuming conversion of all the named selling securityholders notes at the initial conversion rate of
45.5114 shares of common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described under Description of Notes Conversion Rights Adjustments to Conversion
Rate in the prospectus. As a result, the number of shares of common stock issuable upon conversion of the notes beneficially owned and offered by the named selling securityholder may increase or decrease in the future.
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(2)
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Royal Bank of Canada has indicated that Philip Taylor exercises voting or investment power over the notes and common stock issuable upon the conversion of the notes held by such
selling securityholder.
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The date of this prospectus supplement is October 1, 2007.
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