Medecision, Inc. - Current report filing (8-K)
24 July 2008 - 9:49PM
Edgar (US Regulatory)
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):
July 24,
2008
MEDecision, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Pennsylvania
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001-33191
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23-2530889
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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601 Lee Road,
Chesterbrook Corporate Center
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Wayne, Pennsylvania
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19087
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(Address of Principal Executive Offices)
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(Zip Code)
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(610) 540-0202
(Registrants Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
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Written communications pursuant to Rule 425 under the Securities
Act
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act
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o
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act
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Item 2.02. Results of
Operations and Financial Condition.
On
July 24, 2008, MEDecision, Inc., a Pennsylvania corporation (the
Company), issued a press release announcing its financial results for the
three months ended June 30, 2008. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference.
Item
8.01. Other Events.
On
the conference call to discuss the financial results announced in the press
release, the Company intends to update shareholders on the status of the
proposed merger between the Company and Health Care Service Corporation, a
Mutual Legal Reserve Company, an Illinois corporation (HCSC), including
indicating the following: (i) on July 11, 2008, the SEC declined to
review the Companys preliminary proxy statement, (ii) on July 21, 2008,
the Company received Hart-Scott-Rodino clearance and (iii) neither the
Company nor HCSC has received any request for further information from the
state insurance regulatory authorities in Texas and Illinois, the other
potential regulatory hurdles to the consummation of the proposed merger with
HCSC. HCSC filed the required
notification forms with both the Texas and Illinois state insurance regulatory
authorities on July 1, 2008 and they have 30 days thereafter to request
further information.
In
addition, the Company intends to update shareholders regarding its cash
position and the net cash covenants in the proxy filing. The Company believes that it is above the
levels cited in that document and does not expect its cash position to be an
impediment to consummating the proposed merger with HCSC.
The Company has scheduled the special shareholder meeting to vote on
the proposed merger with HCSC for August 14, 2008. If the shareholders approve
the merger, the Company expects to close the transaction shortly thereafter if
all other conditions required for closing have been satisfied.
The
information in this Current Report on Form 8-K, including the Exhibit attached
hereto, is furnished pursuant to Item 2.02 of Form 8-K and shall not be
deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. Furthermore, the
information in this Current Report on Form 8-K, including the Exhibit,
shall not be deemed to be incorporated by reference into the filings of the
Company under the Securities Act of 1933, as amended.
Item 9.01 Financial
Statements and Exhibits.
(d)
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The
following exhibit is furnished with this report on Form 8-K:
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99.1
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Press
Release of MEDecision, Inc. issued on July 24, 2008.
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2
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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MEDECISION, INC.
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Date:
July 24, 2008
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By:
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/s/
Carl E. Smith
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Name:
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Carl
E. Smith
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Title:
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Executive
Vice President and Chief
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Financial
Officer
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EXHIBIT INDEX
99.1
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Press
Release of MEDecision, Inc. issued on July 24, 2008.
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