National Medical Health Card Systems Inc - Filing of certain prospectuses and comms. for business combination transactions (425)
April 01 2008 - 3:46PM
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): March 31, 2008
SXC HEALTH SOLUTIONS CORP.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-52073
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Yukon Territory, Canada
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75-2578509
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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2441 Warrenville Road, Suite 610
Lisle, Illinois 60532-3246
(Address of principal executive offices, including zip code)
(630) 577-3206
(Registrants telephone number, including area code)
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:
þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-
2(b)
under the Exchange Act (17 CFR
240.14d-
2(b)
)
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Pre-commencement communications pursuant to Rule 13e-
4(c)
under the Exchange Act (17 CFR
240.13e-
4(c)
)
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Item 8.01. Other Events.
On March 31, 2008, the Federal Trade Commission granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to
SXC Health Solutions Corp.s (
SXC
) previously announced proposed acquisition of
National Medical Health Card Systems, Inc. (
NMHC
), pursuant to the Agreement and Plan of
Merger, dated as of February 25, 2008, by and among SXC, SXC Health Solutions, Inc., Comet Merger
Corporation and NMHC.
* * * * *
Additional Information
A registration statement (the
Registration Statement
) relating to the SXC common shares
being offered has been filed with the SEC but has not yet become effective. The exchange offer may
not be completed, and such securities may not be issued, prior to the time the registration
statement becomes effective. SXC has also filed with the SEC a Schedule TO with respect to the
exchange offer. NMHC has filed with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the exchange offer. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The offer may only be made
pursuant to the Prospectus included in the Registration Statement and the related Letter of
Transmittal, which are included in the exchange offer materials available to NMHC stockholders. SXC
and NMHC have mailed the Prospectus and related exchange offer materials, as well as the Schedule
14D-9, to NMHC stockholders. NMHC STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE DOCUMENTS AND THE
OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT
INFORMATION RELATING TO THE OFFER. You may obtain a free copy of these documents, and other annual,
quarterly and special reports, proxy statements and other information filed with the SEC by SXC or
NMHC, at the SECs website at www.sec.gov. A free copy of the exchange offer materials may also be
obtained from SXC, NMHC or Kingsdale Shareholder Services, Inc., the Information Agent for the
exchange offer, toll-free at 1-866-851-3215. Investors and security holders may also read and copy
any reports, statements and other information filed by SXC, Comet Merger Corporation or NMHC with
the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SECs website for further information on its public
reference room.
Forward-looking Statements
This communication contains forward-looking statements. Forward-looking statements may be
identified by words such as believes, expects, anticipates, estimates, projects,
intends, should, seeks, future, continue, or the negative of such terms, or other
comparable terminology. Forward-looking statements are subject to risks, uncertainties, assumptions
and other factors that are difficult to predict and that could cause actual results to vary
materially from those expressed in or indicated by them. Factors that could cause actual results to
differ materially include, but are not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement; (2) the outcome of
any legal proceedings that have been or may be instituted against NMHC or SXC and others in
connection with the merger agreement; (3) the inability to complete the offer or the merger due to
the failure to satisfy the conditions to the offer and the merger, including SXCs receipt of
financing and the receipt of certain regulatory approvals; (4) risks that the proposed acquisition
disrupts current plans and operations and potential difficulties in employee retention as a result
of the offer or the merger; (5) any inability to recognize the benefits of the merger; (6) the
actual terms of the financing obtained in
connection with the offer and the merger; (7) legislative, regulatory and economic developments;
and (8) other factors described in filings with the SEC. Many of the factors that will determine
the outcome of the subject matter of this communication are beyond NMHCs and SXCs ability to
control or predict. SXC can give no assurance that any of the transactions related to the offer
will be completed or that the conditions to the offer and the merger will be satisfied. SXC
undertakes no obligation to revise or update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information, future events or otherwise. SXC
is not responsible for updating the information contained in this communication beyond the
published date, or for changes made to this communication by wire services or Internet service
providers.
3
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.
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SXC HEALTH SOLUTIONS CORP.
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Dated: April 1, 2008
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By:
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/s/ Jeffrey Park
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Name:
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Jeffrey Park
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Title:
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Chief Financial Officer
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