UNITED STATES

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

Date of Report (Date of earliest event reported): July 27, 2016

ExamWorks Group, Inc. 

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34930

3280 Peachtree Road, N.E.

Suite 2625

Atlanta, GA 30305

(Address of principal executive offices, including zip code)

(404) 952-2400

(Registrant’s telephone number, including area code) 

(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:

Pursuant to the Agreement and Plan of Merger, dated as of April 26, 2016 (the “Merger Agreement”), by and among ExamWorks Group, Inc., a Delaware corporation (“ExamWorks” or the “Company”), Gold Parent, L.P., a Delaware limited partnership (“Parent”), and Gold Merger Co, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), on July 27, 2016 (the “Closing Date”), Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect, wholly owned subsidiary of Parent (the “Surviving Company”).

In the Merger, each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (but excluding (i) shares held by the Company, Parent, or Merger Sub or any direct or indirect subsidiary of the Company or Parent, (ii) shares contributed to Parent by Richard E. Perlman, Executive Chairman of ExamWorks, James K. Price, Chief Executive Officer of ExamWorks, Wesley J. Campbell, President of ExamWorks, J. Miguel Fernandez de Castro, Chief Financial Officer of ExamWorks, and William A. Shutzer, a director of ExamWorks, and (iii) shares held by stockholders who have (x) not voted in favor of the Merger and adoption of the Merger Agreement or consented thereto in writing, (y) properly demanded appraisal of such shares in compliance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and (z) as of immediately prior to the Effective Time, neither effectively withdrawn nor lost the rights to such appraisal and payment under the DGCL (“Excluded Shares”)), was automatically canceled and converted into the right to receive $35.05 per share, in cash, without interest (the “Merger Consideration”), subject to applicable withholding taxes.

In addition, at the Effective Time:

Parent has deposited with SunTrust Bank, a Georgia banking corporation (the “Escrow Agent”), for the benefit of the holders of unvested Stock Awards and for payment through the Escrow Agent, cash sufficient to make the payments for unvested Stock Awards discussed above. The Escrow Agent will hold such escrowed funds in escrow pursuant to and in accordance with the Merger Agreement and an escrow agreement negotiated by the Company, Parent and the Escrow Agent. All escrowed funds shall be released to the applicable Stock Award holders in accordance with the original vesting schedule and other terms of such Stock Awards.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 5.01 of this Current Report on Form 8-K is incorporated by reference to this Item 2.01.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that trading of the Common Stock be delisted from the NYSE. The Company also requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with respect to the delisting of the Common Stock from the NYSE. The Company intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as promptly as practicable.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of the Common Stock were automatically cancelled and, other than the Excluded Shares, converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Common Stock ceased to have any rights with respect thereto other than, except in the case of the Excluded Shares, the right to receive such consideration.

The information set forth under Items 2.01, 3.01, and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect, wholly owned subsidiary of Parent.

The total amount of funds used to complete the Merger and related transactions and pay related fees and expenses was approximately $2.2 billion, which was paid with cash, funded through a combination of (i) approximately $1.172 billion in equity financing obtained by Parent, and (ii) $1.12 billion in debt financing obtained by Parent, as contemplated in the Merger Agreement.

The disclosure regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As of the Effective Time, each of J. Thomas Presby, Peter M. Graham, Peter B. Bach, and David B. Zenoff resigned as directors of the Company. No director resigned because of any disagreement with the Company on any matter relating to its operations, policies or practices. Following such resignations and, at the Effective Time, Richard E. Perlman, James K. Price, and William A. Shutzer remained directors of the Company.

Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety, and such amended and restated certificate of incorporation became the certificate of incorporation of the Surviving Company. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

A copy of the press release issued by the Company announcing the consummation of the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

EXHIBIT INDEX