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): February 26, 2008 (February 25, 2008)
National Medical Health Card Systems, Inc.
(Exact name of registrant as specified in charter)
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Delaware
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000-26749
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11-2581812
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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26 Harbor Park Drive, Port Washington, New York
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11050
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (516) 626-0007
N/A
(Former name or former address, if changed since last report)
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 (
see
General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 7.01.
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Regulation FD Disclosure.
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On February 26, 2008, National Medical Health Card Systems, Inc. (the Company) issued a
joint press release with SXC Health Solutions Corp., a corporation organized under the laws of
Yukon Territory, Canada (SXC) announcing that SXC, SXC Health Solutions, Inc., a Texas corporation and
wholly-owned subsidiary of SXC (US Corp.), Comet Merger Corporation, a Delaware corporation
that is a newly-formed, wholly-owned subsidiary of US Corp. and an
indirect subsidiary of SXC, and the Company had entered into an
Agreement and Plan of Merger (the Merger Agreement). A
copy of the press release is attached hereto as
Exhibit 99.1
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On February 26, 2008, the Company and SXC will hold a conference call to discuss the proposed
transaction. A copy of the slide show presentation referenced and made available in connection
with the conference call is attached hereto as
Exhibit 99.2
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Important
Additional Information
This communication is
neither an offer to purchase nor solicitation of an offer to sell securities.
The exchange offer (the Offer) has
not yet commenced. SXC and Merger Sub intend to file a
tender offer statement on Schedule TO and a Registration
Statement on Form S-4 (or F-4 as applicable) with the
Securities and Exchange Commission (the SEC)
and the Company intends to file a solicitation/recommendation
statement on Schedule 14D-9, with respect to the Offer.
BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders can obtain copies of these
materials (and all other offer documents filed with the SEC)
when available at no charge on the SECs
website: www.sec.gov. Copies can also be obtained at no
charge by directing a request for such materials to SXC Health Solutions Corp.,
2441 Warrenville Road, Lisle, Illinois 60532-3246, Attention: SXC Investor
Relations or to National Medical Health Card Systems, Inc., 26 Harbor
Park Drive, Port Washington, New York 11050, Attention: Investor Relations Department.
Investors and security holders may also read and copy any reports, statements and other
information filed by SXC, Merger Sub or the Company 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 Current Report and the exhibits filed or furnished herewith contain 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. Such statements include, but are not
limited to, statements about the expected benefits of the transaction involving SXC and the
Company, including potential synergies and cost savings, future financial and operating results,
and the combined companys plans and objectives. In addition, statements made in this report about
anticipated financial results, future operational improvements and results or regulatory approvals
are also forward-looking statements. Such 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 circumstance 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 the
Company or SXC and others following announcement of the Merger Agreement; (3) the inability to
complete the Offer or the merger due to the failure to satisfy the
conditions to the Offer or the merger, including SXCs receipt of financing on terms not materially less
favorable than those set forth in the debt commitment letter or from alternative sources in an
amount sufficient to consummate the transactions contemplated by the Merger Agreement, the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the receipt of other required regulatory approvals; (4) risks that the proposed
transaction disrupts current plans and operations and potential difficulties in employee retention
as a result of the Offer or the merger; (5) the ability to recognize
the benefits of the proposed transaction; (6) the actual terms of certain financings obtained in
connection with the Offer or 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 report are beyond the
Companys and SXCs ability to control or predict. The Company can give no assurance that any of
the transactions related to the Offer or the merger will be completed
or that the conditions to the Offer or the merger will be satisfied. The Company 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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99.1
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Joint press release dated February 26, 2008.
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99.2
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Slide show presentation referenced and made available in connection with
the conference call held on February 26, 2008.
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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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Date: February 26, 2008
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NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
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By:
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/s/ George McGinn
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George McGinn
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General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint press release dated February 26, 2008.
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99.2
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Slide show presentation referenced and made available in
connection with the conference call held on February 26, 2008.
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