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EX-2.1 - EXHIBIT 2.1 - HEALTH GRADES INC | c04611exv2w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2010
Health Grades, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-22019 | 62-1623449 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
500 Golden Ridge Road, Suite 100 Golden, Colorado |
80401 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 716-0041
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2010, Health Grades, Inc., a Delaware corporation (the Company), Mountain
Acquisition Corp., a Delaware corporation (Parent), Mountain Merger Sub Corp., a Delaware
corporation and a direct wholly-owned subsidiary of Parent (Purchaser), and Mountain Acquisition
Holdings, LLC, a Delaware limited liability company (Holdings), entered into Amendment No. 1 (the
Amendment) to the Agreement and Plan of Merger among the Company, Parent, Purchaser and Holdings,
dated as of July 27, 2010 (as amended, the Merger Agreement). The Amendment extends the
expiration date of the cash tender offer by Purchaser to acquire all of the shares of the Companys
common stock (the Offer). The Amendment provides that, unless the Offer is extended pursuant to
the terms and conditions of the Merger Agreement, the Offer is scheduled to expire at 9:00 a.m.,
New York City time, on the date that is the later of 20 business days after the date the Offer is
commenced and September 10, 2010.
Additional Information and Where to Find It
This communication is
neither an offer to purchase nor a solicitation of an offer to sell securities.
The tender offer for the outstanding shares of the Company’s common stock
described in this communication has not commenced. At the time the Offer is
commenced, Purchaser will file a Schedule TO Tender Offer Statement
(including an offer to purchase, a related letter of transmittal, and other
offer documents) with the U.S. Securities and Exchange Commission
(“SEC”), and the Company will file a Schedule 14D-9
Solicitation/Recommendation Statement, with respect to the Offer. Holders of
shares of the Company are urged to read the relevant tender offer documents
when they become available because they will contain important information that
holders of the Company’s securities should consider before making any
decision regarding tendering their securities. Those materials and all other
documents filed by Vestar Capital Partners V, L.P. or Purchaser with the SEC
will be available at no charge on the SEC’s web site at
www.sec.gov. The Schedule TO Tender Offer Statement,
Schedule 14D-9 Solicitation/Recommendation Statement and related materials
may be obtained for free by directing such requests to Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New
York 10022, Toll-Free Telephone: (888) 750-5834.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 | Amendment No. 1 to Agreement and Plan of Merger by and among Health Grades, Inc., Mountain
Acquisition Corp., Mountain Merger Sub Corp. and Mountain Acquisition Holdings, LLC, dated as
of August 9, 2010. |
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.
HEALTH GRADES, INC. |
||||
By: | /s/ Allen Dodge | |||
Allen Dodge | ||||
Executive Vice President and Chief Financial Officer |
Dated: August 9, 2010
EXHIBIT INDEX
Exhibit No. | Description | |||
2.1 | Amendment No. 1 to Agreement and Plan of Merger by and among
Health Grades, Inc., Mountain Acquisition Corp., Mountain
Merger Sub Corp. and Mountain Acquisition Holdings, LLC, dated
as of August 9, 2010. |