National Medical Health Card Systems Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
April 30 2008 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A (Amendment No.
4)
Under the Securities Exchange Act of
1934
National Medical Health Card Systems,
Inc.
(Name of
Issuer)
Common Stock, par value $0.001 per
share
(Title of
Class of Securities)
(CUSIP
Number)
Steven B. Klinsky
New Mountain Partners,
L.P.
787 Seventh
Avenue
New York, NY
10019
(212) 720-0300
Copies
to:
Aviva F. Diamant
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York
Plaza
New York, NY
10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive
Notices and Communications)
April 29,
2008
(Date of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
|
CUSIP No.
636918302
|
|
Page
2 of 11 Pages
|
|
1
|
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain GP,
LLC
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
[ ]
(b)
[ ]
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS
AF,
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
|
6
|
|
CITIZENSHIP
OR PLACE ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [
]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF
REPORTING PERSON
00
|
SCHEDULE 13D
|
CUSIP No.
636918302
|
|
Page
3 of 11 Pages
|
|
1
|
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Investments,
L.P.
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS
AF,
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
|
CITIZENSHIP
OR PLACE ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
0
|
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF
REPORTING PERSON
PN
|
SCHEDULE 13D
|
CUSIP No.
636918302
|
|
Page
4 of 11 Pages
|
|
1
|
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Partners,
L.P.
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS
AF,
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
|
CITIZENSHIP
OR PLACE ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
0
|
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF
REPORTING PERSON
PN
|
SCHEDULE 13D
|
CUSIP No.
636918302
|
|
Page
5 of 11 Pages
|
|
1
|
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Mountain Affiliated
Investors, L.P.
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS
AF,
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
|
CITIZENSHIP
OR PLACE ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
0
|
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF
REPORTING PERSON
PN
|
SCHEDULE 13D
|
CUSIP No.
636918302
|
|
Page
6 of 11 Pages
|
|
1
|
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven B.
Klinsky
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
SOURCE
OF FUNDS
AF,
PF
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
[
]
|
|
6
|
|
CITIZENSHIP
OR PLACE ORGANIZATION
United States of
America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
0
|
|
8
|
SHARED VOTING
POWER
0
|
|
9
|
SOLE DISPOSITIVE
POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
14
|
TYPE OF
REPORTING PERSON
IN
|
This
Amendment No. 4 amends and supplements the Statement on Schedule 13D originally
filed by the Reporting Persons on March 19, 2004 (as amended, the
“Statement”). Unless otherwise indicated, all capitalized terms used
herein shall have the respective meanings given to them in the
Statement.
ITEM
4. PURPOSE
OF THE TRANSACTION
Item 4 is
hereby amended by supplementing such section with the following:
Tender of Common Stock
Issued Upon Conversion of Series A Preferred Stock
On March
31, 2008, Merger Sub commenced the Offer to acquire all of the outstanding
shares of Common Stock pursuant to the Merger Agreement. On April 29,
2008, in accordance with the terms of the Stockholder Agreements, the shares of
Series A Preferred Stock owned by the Purchasers (and beneficially owned by the
other Reporting Persons) were converted into shares of Common Stock, which were
tendered in the Offer immediately upon such conversion. On that same
date, the Offer expired and Merger Sub accepted for payment all of the shares of
Common Stock validly tendered in the Offer and not withdrawn, including the
shares of Common Stock issued upon the conversion of the Series A Preferred
Stock. The Purchasers will receive the Offer Price in exchange for
each of their shares of tendered Common Stock.
The
foregoing description of the Merger Agreement and the Stockholder Agreements
does not purport to be complete and is qualified in its entirety by reference to
the full text of such agreements. A copy of the Merger Agreement is
filed as an exhibit to the Form 8-K filed by the Issuer with the Securities and
Exchange Commission on February 27, 2008, and is incorporated herein by
reference. Copies of the Stockholder Agreements are filed as exhibits
to the amendment to this Statement filed by the Reporting Persons with the
Securities and Exchange Commission on February 27, 2008, and are incorporated
herein by reference.
Resignation of Directors and
Officers
Immediately
following Merger Sub’s acceptance for payment of all of the shares of Common
Stock validly tendered in the Offer and not withdrawn, all of the Issuer’s
directors resigned from the Board, except for Michael B. Ajouz, G. Harry Durity
and Daniel B. Hébert, who continued in office as “Continuing Directors” under
the Merger Agreement. Upon the consummation of the Second Step
Merger, Messrs. Ajouz, Durity and Hébert ceased to be directors of the
Issuer. On April 30, 2008, Thomas W. Erickson, Stuart Diamond, Mark
Adkison, Martin Magill and George McGinn resigned from their officer positions
with the Issuer.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated to read as follows:
(a).
As of April
29, 2008, each of Mr. Klinsky, NM, NMI, New Mountain and NMAI beneficially owned
zero shares of Common Stock, representing 0.0% of the issued and outstanding
shares of Common Stock.
(b).
Not
applicable.
(c).
On April 29,
2008, the 6,956,522 shares of Series A Preferred Stock owned by the Purchasers
(and beneficially owned by the other Reporting Persons), which had been
deposited with the exchange agent for the Offer, were converted into shares of
Common Stock on a one-for-one basis. The 6,956,522 shares of Common
Stock issued upon such conversion were tendered in the Offer immediately upon
such conversion. On April 29, 2008, following the expiration of the
Offer, Merger Sub accepted for payment all of the 6,956,522 shares of Common
Stock tendered by the Purchasers in the Offer, in exchange for which the
Purchasers will receive the Offer Price for each such tendered
share.
(d).
Not
applicable.
(e).
April 29,
2008.
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
Not
applicable.
ITEM
7. MATERIAL TO
BE FILED AS EXHIBITS
|
99.1
|
Joint
Filing Agreement, dated March 19,
2004.*
|
|
99.2
|
Amended
and Restated Preferred Stock Purchase Agreement, dated as of November 26,
2003, by and between National Medical Health Card Systems, Inc. and New
Mountain Partners, L.P.*
|
|
99.3
|
Certificate
of Designations, Preferences and Rights of Series A 7% Convertible
Preferred Stock of National Medical Health Systems, Inc., dated March 18,
2004.*
|
|
99.4
|
Support
Agreement, dated as of October 30, 2003, by and among National Medical
Health Card Systems, Inc., Bert E. Brodsky, P.W. Capital Corp., Lee Jared
Brodsky, David Craig Brodsky, Jeffrey Holden Brodsky, Jessica Brodsky
Miller, the Bert E. Brodsky Revocable Trust, the Irrevocable Trust of Lee
Jared Brodsky, the Irrevocable Trust of David Craig Brodsky, the
Irrevocable Trust of Jeffrey Holden Brodsky and the Irrevocable Trust of
Jessica Brodsky Miller and New Mountain Partners,
L.P.*
|
|
99.5
|
Registration
Rights Agreement, dated as of March 19, 2004, by and among National
Medical Health Card Systems, Inc., New Mountain Partners, L.P., and New
Mountain Affiliated Investors,
L.P.*
|
|
99.6
|
Management
Rights Letter, dated March 19, 2004, between National Medical Health Card
Systems, Inc. and New Mountain Partners,
L.P.*
|
|
99.7
|
Stockholder
Agreement, dated as of February 25, 2008, by and among SXC Health
Solutions Corp., New Mountain Partners, L.P. and National Medical Health
Card Systems, Inc.**
|
|
99.8
|
Proxy,
dated as of February 25, 2008, by New Mountain Partners,
L.P.**
|
|
99.9
|
Stockholder
Agreement, dated as of February 25, 2008, by and among SXC Health
Solutions Corp., New Mountain Affiliated Investors, L.P. and National
Medical Health Card Systems, Inc.**
|
|
99.10
|
Proxy,
dated as of February 25, 2008, by New Mountain Affiliated Investors,
L.P.**
|
|
99.11
|
Registration
Rights Agreement, dated as of February 25, 2008, by and among SXC Health
Solutions Corp., New Mountain Partners, L.P. and New Mountain Affiliated
Investors, L.P.**
|
|
99.12
|
Certificate
of Amendment of Certificate of Designations, Preferences and Rights of
Series A 7% Convertible Preferred Stock of National Medical Health Card
Systems, Inc., dated February 25,
2008.**
|
*Filed
with the Schedule 13D filed by the Reporting Persons on March 19,
2004.
**Filed
with the Schedule 13D/A (Amendment No. 3) filed by the Reporting Persons on
February 27, 2008.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
April 30, 2008
|
|
NEW
MOUNTAIN GP, LLC
|
|
|
By:
|
/s/
Steven B. Klinsky
|
|
|
Steven
B. Klinsky
|
|
|
|
Member
|
|
|
|
NEW
MOUNTAIN INVESTMENTS, L.P.
By:
New
Mountain GP, LLC,
its
general partner
|
|
|
By:
|
/s/
Steven B. Klinsky
|
|
|
Steven
B. Klinsky
|
|
|
|
Member
|
|
|
|
NEW
MOUNTAIN PARTNERS, L.P.
By:
New
Mountain Investments, L.P.,
its
general partner
By:
New
Mountain GP, LLC
its
general partner
|
|
|
By:
|
/s/
Steven B. Klinsky
|
|
|
Steven
B. Klinsky
|
|
|
|
Member
|
|
|
|
NEW
MOUNTAIN AFFILIATED INVESTORS, L.P.
By:
New
Mountain GP, LLC,
its
general partner
|
|
|
By:
|
/s/
Steven B. Klinsky
|
|
|
Steven
B. Klinsky
|
|
|
|
Member
|
|
|
|
|
|
|
By:
|
/s/
Steven B. Klinsky
|
|
|
Steven
B. Klinsky
|
|
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
From May 2024 to Jun 2024
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
From Jun 2023 to Jun 2024
