- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 18 2011 - 1:16PM
Edgar (US Regulatory)
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):
April 18, 2011
America Service Group Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-19673
|
|
51-0332317
|
|
|
|
|
|
(State or other
jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
|
|
|
105 Westpark Drive, Suite 200, Brentwood, Tennessee
|
|
37027
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (615) 373-3100
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ
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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On April 18, 2011, America Service Group Inc., a Delaware corporation (the Company) issued a
press release concerning the conclusion of the go-shop period pursuant to the Agreement and Plan of
Merger, dated March 2, 2011, by and among Valitás Health Services, Inc. (Valitás), Whiskey
Acquisition Corp. and the Company (the Merger Agreement). A copy of the press release issued by
the Company is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Cautionary Statement. This Current Report on Form 8-K contains forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Statements in this Current Report on Form 8-K that are not historical facts, including
statements about the Companys or managements beliefs and expectations, constitute forward-looking
statements and may be indicated by words or phrases such as anticipates, estimates, plans,
expects, projects, should, will, believes or intends and similar words and phrases.
Readers should not place undue reliance on such forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. The material factors that could cause actual
results to differ materially from those expressed in forward-looking statements include, without
limitation, the following: (1) the inability to complete the merger in a timely manner; (2) the
inability to complete the merger due to the failure to obtain stockholder approval or the failure
to satisfy other conditions to completion of the merger, including expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (3) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger
Agreement; (4) the failure to obtain the necessary debt financing arrangements set forth in the
commitment letters received by Valitás in connection with the Merger Agreement; (5) the impact of
the substantial indebtedness incurred to finance the consummation of the merger; (6) the
possibility that competing offers will be made; (7) the effect of the announcement of the
transaction on the Companys business relationships, operating results and business generally,
either before or after the consummation of merger; (8) diversion of managements attention from
ongoing business concerns as a result of the pendency or consummation of the merger; and (9)
general economic or business conditions and other factors. Additional information on risk factors
that may affect the business and financial results of the Company can be found in the Companys
most recent Annual Report on Form 10-K and in the filings of the Company made from time to time
with the SEC. The Company undertakes no obligation to correct or update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It.
In connection with the merger, the Company will
file with the SEC a proxy statement with respect to the special meeting of stockholders that will
be held to consider the merger. When completed and filed, the definitive proxy statement and a
form of proxy will be mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING
DECISIONS, THE COMPANYS STOCKHOLDERS ARE STRONGLY URGED TO READ THE PROXY STATEMENT REGARDING THE
MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE MERGER.
The Companys stockholders will be able to obtain, without charge, a copy of the proxy
statement and other relevant documents filed with the SEC (in each case, when available) from the
SECs website at http://www.sec.gov. The Companys stockholders will also be able to obtain,
without charge, a copy of the proxy statement and other relevant documents (in each case, when
available) by directing a request by mail or telephone to America Service Group Inc., Attn: Scott
King, General Counsel, 105 Westpark Drive, Suite 200, Brentwood, Tennessee, 37027,
telephone: (615) 373-3100, or from the investor relations section of the Companys website at
http://www.asgr.com.
Proxy Solicitation.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Companys stockholders with respect to the
special meeting of stockholders that will be held to consider the merger. More detailed
information regarding the identity of the potential participants, and their direct or indirect
interests, by securities holdings or otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the merger. Information regarding the
Companys directors and executive officers is also available in the Companys definitive proxy
statement for its 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010 and
updated on May 28, 2010.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
99.1 Press release of America Service Group Inc. dated April 18, 2011
SIGNATURES
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.
|
|
|
|
|
|
AMERICA SERVICE GROUP INC.
|
|
Date: April 18, 2011
|
By:
|
/s/ Michael W. Taylor
|
|
|
|
Michael W. Taylor
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
EXHIBIT INDEX
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibits
|
99.1
|
|
Press Release of America Service Group Inc. dated April 18, 2011.
|
America Service (NASDAQ:ASGR)
Historical Stock Chart
From Jun 2024 to Jul 2024
America Service (NASDAQ:ASGR)
Historical Stock Chart
From Jul 2023 to Jul 2024