Neoforma Receives Nasdaq Staff Determination Letter for Not Holding Annual Meeting in 2005
10 January 2006 - 8:30AM
PR Newswire (US)
Neoforma Currently Plans to Hold Annual Meeting of Stockholders in
Early 2006; Stockholders to Vote on Proposed GHX Transaction at
That Time SAN JOSE, Calif., Jan. 9 /PRNewswire-FirstCall/ -- On
January 4, 2006, Neoforma, Inc. (NASDAQ:NEOF), a leading provider
of supply chain management solutions for the healthcare industry,
was notified by the Nasdaq Listing Qualifications Department (the
Staff) that, as a result of the Company not holding an annual
meeting in calendar 2005, it is not in compliance with requirements
set forth in Nasdaq Marketplace Rules 4350(e) and 4350(g) and that
the Company's common stock, therefore, is subject to delisting from
The Nasdaq Stock Market. Nasdaq Marketplace Rule 4350(e) requires
that Nasdaq issuers hold an annual meeting of stockholders, and
Nasdaq Marketplace Rule 4350(g) requires that issuers solicit
proxies and provide proxy statements for all meetings of
stockholders. The Company currently intends to hold its annual
meeting early in 2006, at which time the Company will seek
stockholder approval of the pending transaction with Global
Healthcare Exchange, LLC (GHX). (Logo:
http://www.newscom.com/cgi-bin/prnh/20030226/NEOFORMALOGO )
Neoforma intends to request an appeal hearing before a Nasdaq
Listing Qualifications Panel (the Panel) to review the Staff
determination in accordance with Nasdaq Marketplace Rule 4820(a).
The time and place of such a hearing will be determined by the
Panel. Pursuant to the same Nasdaq Marketplace Rule 4820(a), a
request for a hearing will stay the scheduled delisting of
Neoforma's common stock pending the Panel's determination. There
can be no assurance that the Panel will grant the Company's request
for continued listing. "In 2005, we elected to postpone the holding
of our annual stockholder meeting because we knew that our
evaluation of strategic alternatives might require stockholder
consideration and approval. This decision saved Neoforma the
expense and confusion of soliciting multiple proxies and holding
multiple stockholder meetings in a relatively short time period,"
says Bob Zollars, chairman and chief executive officer of Neoforma.
On October 10, 2005, Neoforma entered into a definitive merger
agreement for GHX to acquire Neoforma. The transaction remains
subject to approval by stockholders representing a majority of
Neoforma's shares that are not held by VHA Inc. and the University
HealthSystem Consortium and that vote on the transaction, as well
as GHX's receipt of anticipated debt financing and other customary
conditions. In connection with the proposed transaction, Neoforma
filed a preliminary proxy statement with the Securities and
Exchange Commission on November 10, 2005 and an amended preliminary
proxy statement on January 4, 2006. The preliminary proxy statement
and other information filed with the SEC are currently available on
Neoforma's Web site at http://www.neoforma.com/ . The definitive
proxy statement will be posted on Neoforma's Web site when it is
available. The transaction currently is expected to close in early
2006. To the best of Neoforma's knowledge, except for those
included in the Staff's determination letter, there are no other
deficiencies, qualitative or quantitative, that would prevent
Neoforma's common stock from continued listing on the Nasdaq Stock
Market. Were the Company not to request an appeal hearing before
the Panel to review the Staff's determination, its common stock
would be delisted from The Nasdaq Stock Market at the open of
business on January 13, 2006. About Neoforma Neoforma is a leading
supply chain management solutions provider for the healthcare
industry. Through a unique combination of technology, information,
and services, Neoforma provides innovative solutions to over 1,600
hospitals and suppliers, supporting more than $13 billion in
annualized transaction volume. By bringing together contract
information and order data, Neoforma's integrated solution set
delivers a comprehensive view of an organization's supply chain,
driving cost savings and better decision-making for both hospitals
and suppliers. For more information, point your browser to
http://www.neoforma.com/. Important Additional Information Will Be
Filed with the SEC In connection with the proposed transaction,
Neoforma has filed a preliminary proxy statement and other relevant
materials with the Securities and Exchange Commission (SEC). BEFORE
MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED MERGER,
INVESTORS AND STOCKHOLDERS OF NEOFORMA ARE STRONGLY ADVISED TO READ
THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND OTHER
RELEVANT MATERIALS FILED WITH THE SEC, BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The
definitive proxy statement will be mailed to Neoforma stockholders
that hold shares of Neoforma common stock as of the record date for
the transaction. The preliminary and definitive proxy statement and
other relevant materials, and any other documents filed by Neoforma
with the SEC, may be obtained free of charge at the SEC's Web site
at http://www.sec.gov/. In addition, investors and stockholders of
Neoforma may obtain free copies of the documents filed with the SEC
by contacting Innisfree M&A Incorporated, Neoforma's proxy
solicitor, toll-free at 888-750-5834 (banks and brokers may call
collect at 212-750-5833). You may also read and copy any reports,
statements and other information filed by Neoforma with the SEC at
the SEC public reference room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's Web site for further information on its public
reference room. Participants in the Solicitation Neoforma and its
executive officers and directors may be deemed to be participants
in the solicitation of proxies from the Neoforma stockholders in
favor of the proposed merger. Information regarding Neoforma's
directors and executive officers is contained in the preliminary
proxy statement. As of December 31, 2005, Neoforma's directors and
executive officers beneficially owned 857,981 shares of Neoforma's
common stock, representing 4.1 percent of the outstanding shares of
Neoforma's common stock as of such date. Certain executive officers
and directors of Neoforma have interests in the merger that may
differ from the interests of stockholders generally, including
acceleration of vesting of stock options and restricted stock, the
payment of benefits upon the consummation of the merger and
continuation of director and officer insurance and indemnification.
A more complete description of these interests is contained in the
preliminary proxy statement. This news release contains
forward-looking information within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements include statements relating to Neoforma's intention to
request a hearing to review the Staff's delisting determination,
the continued listing of Neoforma's common stock on the Nasdaq
Stock Market, the timing of the closing of the merger with GHX and
the anticipated receipt by GHX of debt financing. There are a
number of risks that could cause actual results to differ
materially from those anticipated by these forward-looking
statements. These risks include the risk that there can be no
assurance that the Panel will grant Neoforma's request for
continued listing, the risk that conditions to the closing of the
merger with GHX may not be satisfied when expected, or at all, and
the risk that the merger may not close when expected, or at all.
These risks and other risks will be described in the proxy
statement relating to the merger, and other risks are described in
Neoforma's periodic reports filed with the SEC, including its
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005. These statements are current as of the date of this release
and Neoforma assumes no obligation to update the forward- looking
information contained in this news release. NOTE: Neoforma is a
trademark of Neoforma, Inc. Other Neoforma logos, product names and
service names are also trademarks of Neoforma, Inc., which may be
registered in other countries. Other product and brand names are
trademarks of their respective owners.
http://www.newscom.com/cgi-bin/prnh/20030226/NEOFORMALOGO
http://photoarchive.ap.org/ DATASOURCE: Neoforma, Inc. CONTACT:
media, Rebecca Oles, +1-408-468-4363, or , or investors, Amanda
Mogin, +1-408-468-4251, or , both of Neoforma Web site:
http://www.neoforma.com/
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