National Medical Health Card Systems Inc - Current report filing (8-K)
01 April 2008 - 1:32AM
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): March 31, 2008 (March
31, 2008)
National Medical Health Card Systems, Inc.
(Exact name of registrant as specified in charter)
|
|
|
|
|
Delaware
|
|
000-26749
|
|
11-2581812
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
26 Harbor Park Drive, Port Washington, New York
|
|
11050
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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):
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other Events.
On
March 31, 2008, National Medical Health Card Systems, Inc.
(NMHC) and SXC Health Solutions Corp. (SXC) announced that, pursuant to
their previously announced merger agreement, SXC has commenced an exchange offer for all of the
outstanding shares of NMHC common stock. Subject to the terms and conditions of the offer, NMHC
stockholders will receive (i) 0.217 of a common share of SXC and (ii) $7.70 in cash for each share
of NMHC common stock tendered. A copy of the joint press release is attached hereto as
Exhibit
99.1
.
Item 9.01 . Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
99.1
|
|
|
Joint press release dated March 31, 2008.
|
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.
|
|
|
|
|
Date: March 31, 2008
|
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
|
|
|
By:
|
/s/
George McGinn
|
|
|
|
George McGinn
|
|
|
|
General Counsel
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
|
Joint press release dated March 31, 2008.
|
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
From Sep 2024 to Oct 2024
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
From Oct 2023 to Oct 2024