UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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AMICAS, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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E-Mail to All Employees
March 1, 2010
Subject: Update on the Thoma Bravo transaction
I have some important news to share with you. You may have already seen our press release
announcing that AMICAS has received an acquisition proposal from Merge Healthcare that AMICAS
Board of Directors has deemed superior to our existing Thoma Bravo merger agreement. As per our
signed agreement with Thoma Bravo, the AMICAS Board of Directors is going to negotiate with Thoma
Bravo over the next week or so to see if Thoma Bravo can improve their proposal.
As you know, AMICAS signed a merger agreement with a private equity firm named Thoma Bravo in
December that is designed to transform AMICAS into a private company. As a part of that merger
agreement, AMICAS Board of Directors has a fiduciary responsibility to our shareholders to
consider any superior offers that materialize before the Thoma Bravo transaction can be approved.
Over the last six weeks, we have reached out to, or had inquiries from, a very large number of
separate organizations about the possibility of submitting a superior offer. We consider this
interest a strong endorsement for our people, our solutions, and the strength of our business we
have built a great business at AMICAS.
Our press release this morning also noted that the AMICAS Board of Directors continues to recommend
in favor of the Thoma Bravo agreement. This may seem counterintuitive given that the Merge
proposal was considered a superior proposal. However, the agreement we signed with Thoma Bravo
gives Thoma Bravo the opportunity to review and respond to any superior proposals. As a result and
as I mentioned above, the AMICAS Board of Directors is going to negotiate with Thoma Bravo over the
next week or so to see if Thoma Bravo can improve their proposal.
All of us on the leadership team realize that this creates a period of uncertainty and we will let
you know what our next steps are as soon as we possibly can.
It is great to have such interest in the business we have built we are proud of what we have
built at AMICAS, including the solutions we deliver, the intimate partnerships we have with our
customers, and the awesome reputation we have in the marketplace. Lets continue to work together
to deliver high ROI automation solutions for image and information management in healthcare!
Warm regards,
Stephen
Stephen N. Kahane, MD, MS
CEO, President and Chairman
AMICAS, Inc. (Nasdaq: AMCS)
20 Guest Street Suite 400
Boston, MA 02135
Information regarding the solicitation of proxies
In connection with the proposed transaction, AMICAS has filed a proxy statement and proxy
supplement and relevant documents concerning the proposed transaction with the SEC. Stockholders of
AMICAS are urged to read the proxy statement and proxy supplement and other relevant materials
because they contain important information about AMICAS and the proposed transaction. Stockholders
may obtain a free copy of the proxy statement and proxy supplement and any other relevant documents
filed by AMICAS with the SEC at the SECs Web site at
www.sec.gov
. In addition,
stockholders may obtain free copies of the documents filed with the SEC by AMICAS by contacting
AMICAS Investor Relations by e-mail at
colleen.mccormick@amicas.com
or by phone at
617-779-7892.