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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Epocrates, Inc. (MM) | NASDAQ:EPOC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.73 | 0 | 01:00:00 |
Epocrates, Inc.
|
Common Stock, par value $0.001 per share
|
29429D103
|
Daniel H. Orenstein, Esq.
athenahealth, Inc.
311 Arsenal Street
Watertown, Massachusetts 02472
(617) 402-1000
|
Lawrence S. Wittenberg, Esq.
John T. Haggerty, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
January 7, 2013
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 29429D103
|
|||||
1
|
|
NAMES OF REPORTING PERSONS
ATHENAHEALTH, INC.
|
|||
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|||
3
|
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SEC USE ONLY
|
|||
4
|
|
SOURCE OF FUNDS
OO
|
|||
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
|
SOLE VOTING POWER
0
|
||
8
|
|
SHARED VOTING POWER
4,960,144
1
|
|||
9
|
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
|||
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
1
|
|||
14
|
|
TYPE OF REPORTING PERSON
CO
|
(1)
|
An aggregate of 4,960,144 shares of Epocrates, Inc. (“Epocrates”) common stock are subject to voting agreements dated January 7, 2013 (the “Voting Agreements”) entered into by athenahealth, Inc. (“athenahealth”) and each of Three Arch Partners II, LP, Sprout Entrepreneurs' Fund, L.P., Sprout Capital IX, L.P., DLJ ESC II, L.P., DLJ Capital Corporation, Peter C. Brandt, Adam Budish, Philippe O. Chambon, Heather A. Gervais, Gary Greenfield, Thomas Harrison, Andrew Hurd, Matthew Kaminer, Patrick Jones, Erick Tseng, and Mark Wan (discussed in Items 3 and 4 below) representing shares beneficially owned by the stockholders. athenahealth expressly disclaims beneficial ownership of any shares of Epocrates common stock covered by the Voting Agreements. Based on the number of shares of Epocrates common stock outstanding as of January 7, 2013 (as represented by Epocrates in the Merger Agreement discussed in Items 3 and 4).
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7.
|
Material to Be Filed as Exhibits.
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 7, 2013, by and among athenahealth, Inc., Epocrates, Inc. and Echo Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by athenahealth, Inc. with the SEC on January 7, 2013).
|
2.2
|
|
Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by athenahealth, Inc. with the SEC on January 7, 2013).
|
|
|
|
Date: January 17, 2013
|
athenahealth, Inc.
|
|
|
By:
|
/s/ Daniel H. Orenstein
|
|
|
Daniel H. Orenstein
|
|
|
Senior Vice President, General Counsel, and Secretary
|
|
|
|
|
|
|
Charles D. Baker
Entrepreneur in Residence
General Catalyst Partners
20 University Road, 4th Floor
Cambridge, MA 02138
|
Ruben J. King-Shaw, Jr.
Managing Partner and Chief Investment Officer
Mansa Capital
500 Boylston Street, 5th Floor
Boston, MA 02116
|
|
|
Jonathan Bush
Chief Executive Officer, President and Chairman
athenahealth
|
Jacqueline B. Kosecoff
Managing Partner
Moriah Partners, LLC
111 West Ocean Blvd., Suite 1750
Long Beach, CA 90802
|
|
|
Brandon Hull
General Partner
Cardinal Partners
230 Nassau Street
Princeton, NJ 08542
|
James L. Mann
Director
athenahealth and SunGard Data Systems Inc.
|
|
|
Dev Ittycheria
Venture Partner
Greylock Partners
2550 Sand Hill Road, Suite 200
Menlo Park, CA 94025
|
David E. Robinson
Director
athenahealth
|
|
|
John A. Kane
Director
athenahealth, Merchants Bancshares, Inc. and several private organizations
|
William Winkenwerder, Jr.
President and Chief Executive Officer
Highmark Inc.
120 Fifth Avenue
Pittsburgh, PA 15222
|
Name
|
Position
|
Timothy M. Adams
|
Senior Vice President, Chief Financial Officer, and Treasurer
|
Jonathan Bush
|
Chief Executive Officer, President, and Chairman
|
Rob Cosinuke
|
Senior Vice President and Chief Marketing Officer
|
Stephen N. Kahane
|
President, Enterprise Services Group
|
Daniel H. Orenstein
|
Senior Vice President, General Counsel, and Secretary
|
Ed Park
|
Executive Vice President and Chief Operating Officer
|
Stockholder
|
|
Shares Beneficially Owned (1)(2)
|
|
Options Exercisable Within 60 Days
|
||
Three Arch Partners II, L.P.(3)
|
|
1,655,329
|
|
|
—
|
|
Sprout Entrepreneurs' Fund, L.P.(“Sprout Entrepreneurs”)(4)
|
|
17,882
|
|
|
—
|
|
Sprout Capital IX, L.P. (“Sprout IX”)(4)
|
|
2,434,175
|
|
|
—
|
|
DLJ ESC II, L.P. (“ESC II”)(4)
|
|
158,773
|
|
|
—
|
|
DLJ Capital Corporation (“DLJCC”)(4)
|
|
33,340
|
|
|
—
|
|
Peter C. Brandt
|
|
196,660
|
|
|
137,335
|
|
Adam Budish
|
|
4,875
|
|
|
3,750
|
|
Philippe O. Chambon(4)
|
|
2,693,295
|
|
|
49,125
|
|
Heather A. Gervais
|
|
10,486
|
|
|
9,361
|
|
Gary Greenfield
|
|
25,545
|
|
|
25,545
|
|
Thomas L. Harrison
|
|
122,484
|
|
|
122,484
|
|
Andrew Hurd
|
|
14,445
|
|
|
—
|
|
Matthew A. Kaminer
|
|
35,941
|
|
|
27,499
|
|
Patrick Jones
|
|
126,414
|
|
|
126,414
|
|
Erick Tseng
|
|
25,545
|
|
|
25,545
|
|
Mark Wan(3)
|
|
1,704,454
|
|
|
49,125
|
|
(1)
|
As of January 7, 2013, as provided by Epocrates, Inc. ("Epocrates").
|
(2)
|
The calculation of beneficial ownership of each of the listed individuals includes the number of shares issuable to such person upon the exercise of stock options exercisable by such person within 60 days of January 7, 2013.
|
(3)
|
Pursuant to Epocrates's proxy statement filed with the SEC on August 30, 3012 (the “Proxy Statement”), these shares represent shares held by Three Arch Partners II, L.P., or Three Arch, over which Three Arch has voting and investment power. Mr. Wan, as a managing member of a related entity, has shared voting and investment control over the shares owned by Three Arch. Mr. Wan disclaims beneficial ownership of the shares held by Three Arch except to the extent of his pecuniary interest therein. As of January 7, 2013, as provided by Epocrates, in addition to the shares beneficially owned by Mr. Wan by virtue of the shares owned by Three Arch, Mr. Wan has beneficial ownership of 49,125 shares subject to stock options exercisable within 60 days of January 7, 2013 granted to Mr. Wan.
|
(4)
|
Pursuant to the Proxy Statement, these shares represent shares held by Sprout IX, Sprout Entrepreneurs, ESC II and DLJCC (the “Sprout Funds”), over which such entities or related entities have voting and investment power. Dr. Chambon, in his capacity as a member of the investment committees of DLJCC and other related entities, may be deemed to beneficially own the shares of the Sprout Funds. Dr. Chambon disclaims beneficial ownership of the shares held by the Sprout Funds, except to the extent of his pecuniary interest therein. As of January 7, 2013, as provided by Epocrates, in addition to the shares beneficially owned by Dr. Chambon by virtue of the shares owned by the Sprout Funds, Dr. Chambon has beneficial ownership of 49,125 shares subject to stock options exercisable within 60 days of January 7, 2013 granted to Dr. Chambon.
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1 Year Epocrates, Inc. (MM) Chart |
1 Month Epocrates, Inc. (MM) Chart |
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