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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Natl Medical Health Card Sys (MM) | NASDAQ:NMHC | 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% | 11.07 | 0 | 01:00:00 |
CUSIP No.
636918302
|
Page
2 of 14 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
6,956,522
*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
6,956,522*
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,956,522*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [
]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%**
|
||
14
|
TYPE OF
REPORTING PERSON
00
|
*
|
Represents
shares of common stock, par value $0.001 per share (“Common Stock”) of
National Medical Health Card Systems, Inc. (the “Issuer”) that are
issuable upon conversion of the Issuer’s series A 7% convertible preferred
stock, par value $0.10 per share (“Series A Preferred Stock”) held by New
Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P.
Pursuant to the terms and conditions of the certificate of designations
governing the Series A Preferred Stock represented by the amount in Row
(8), each share of Series A Preferred Stock entitles its holder to 83.64%
of a vote prior to its conversion into shares of Common Stock.
Accordingly, as of February 25, 2008, the Reporting Person would be
entitled to cast 5,818,435 votes, or 49.8% of the total votes that may be
cast by the Issuer’s stockholders, prior to the conversion of the
Reporting Person’s shares of Series A Preferred Stock into shares of
Common Stock.
|
**
|
Based
on calculations made in accordance with Rule 13d-3(d) of the Securities
and Exchange Act of 1934, as
amended.
|
CUSIP No.
636918302
|
Page
3 of 14 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
6,790,797*
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
6,790,797*
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,790,797*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%**
|
||
14
|
TYPE OF
REPORTING PERSON
PN
|
*
|
Represents
shares of common stock, par value $0.001 per share (“Common Stock”) of
National Medical Health Card Systems, Inc. (the “Issuer”) that are
issuable upon conversion of the Issuer’s series A 7% convertible preferred
stock, par value $0.10 per share (“Series A Preferred Stock”) held by New
Mountain Partners, L.P. Pursuant to the terms and conditions of the
certificate of designations governing the Series A Preferred Stock
represented by the amount in Row (8), each share of Series A Preferred
Stock entitles its holder to 83.64% of a vote prior to its conversion into
shares of Common Stock. Accordingly, as of February 25, 2008, the
Reporting Person would be entitled to cast 5,679,823 votes, or 48.6% of
the total votes that may be cast by the Issuer’s stockholders, prior to
the conversion of the Reporting Person’s shares of Series A Preferred
Stock into shares of Common Stock.
|
**
|
Based
on calculations made in accordance with Rule 13d-3(d) of the Securities
and Exchange Act of 1934, as
amended.
|
CUSIP No.
636918302
|
Page
4 of 14 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
6,790,797*
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
6,790,797*
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,790,797*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%**
|
||
14
|
TYPE OF
REPORTING PERSON
PN
|
*
|
Represents
shares of common stock, par value $0.001 per share (“Common Stock”) of
National Medical Health Card Systems, Inc. (the “Issuer”) that are
issuable upon conversion of the Issuer’s series A 7% convertible preferred
stock, par value $0.10 per share (“Series A Preferred Stock”) held by the
Reporting Person. Pursuant to the terms and conditions of the certificate
of designations governing the Series A Preferred Stock represented by the
amount in Row (8), each share of Series A Preferred Stock entitles its
holder to 83.64% of a vote prior to its conversion into shares of Common
Stock. Accordingly, as of February 25, 2008, the Reporting Person
would be entitled to cast 5,679,823 votes, or 48.6% of the total votes
that may be cast by the Issuer’s stockholders, prior to the conversion of
the Reporting Person’s shares of Series A Preferred Stock into shares of
Common Stock.
|
**
|
Based
on calculations made in accordance with Rule 13d-3(d) of the Securities
and Exchange Act of 1934, as
amended.
|
CUSIP No.
636918302
|
Page
5 of 14 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
165,725*
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
165,725*
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,725*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%**
|
||
14
|
TYPE OF
REPORTING PERSON
PN
|
*
|
Represents
shares of common stock, par value $0.001 per share (“Common Stock”) of
National Medical Health Card Systems, Inc. (the “Issuer”) that are
issuable upon conversion of the Issuer’s series A 7% convertible preferred
stock, par value $0.10 per share (“Series A Preferred Stock”) held by the
Reporting Person. Pursuant to the terms and conditions of the certificate
of designations governing the Series A Preferred Stock represented by the
amount in Row (8), each share of Series A Preferred Stock entitles its
holder to 83.64% of a vote prior to its conversion into shares of Common
Stock. Accordingly, as of February 25, 2008, the Reporting Person
would be entitled to cast 138,612 votes, or 1.2% of the total votes that
may be cast by the Issuer’s stockholders, prior to the conversion of the
Reporting Person’s shares of Series A Preferred Stock into shares of
Common Stock.
|
**
|
Based
on calculations made in accordance with Rule 13d-3(d) of the Securities
and Exchange Act of 1934, as
amended.
|
CUSIP No.
636918302
|
Page
6 of 14 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
6,956,522*
|
||
9
|
SOLE DISPOSITIVE
POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
6,956,522*
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,956,522*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%**
|
||
14
|
TYPE OF
REPORTING PERSON
IN
|
*
|
Represents
shares of common stock, par value $0.001 per share (“Common Stock”) of
National Medical Health Card Systems, Inc. (the “Issuer”) that are
issuable upon conversion of the Issuer’s series A 7% convertible preferred
stock, par value $0.10 per share (“Series Preferred Stock”) held by New
Mountain Partners, L.P. and New Mountain Affiliated Investors, L.P.
Pursuant to the terms and conditions of the certificate of designations
governing the Series A Preferred Stock represented by the amount in Row
(8), each share of Series A Preferred Stock entitles its holder to 83.64%
of a vote prior to its conversion into shares of Common Stock.
Accordingly, as of February 25, 2008, the Reporting Person would be
entitled to cast 5,818,435 votes, or 49.8% of the total votes that may be
cast by the Issuer’s stockholders, prior to the conversion of the
Reporting Person’s shares of Series A Preferred Stock into shares of
Common Stock.
|
**
|
Based
on calculations made in accordance with Rule 13d-3(d) of the Securities
and Exchange Act of 1934, as
amended.
|
ITEM 4.
|
PURPOSE OF THE
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
|
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.
|
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
|
1 Year Natl Medical Health Card Sys (MM) Chart |
1 Month Natl Medical Health Card Sys (MM) Chart |
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