- Amended Statement of Ownership: Solicitation (SC 14D9/A)
September 07 2010 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 6
Health Grades, Inc.
(Name of Subject Company)
Health Grades, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
42218Q102
(CUSIP Number of Class of Securities)
Allen Dodge
Executive Vice President and Chief Financial Officer
500 Golden Ridge Road, Suite 100
Golden, Colorado 80401
(303) 716-0041
(Name, address, and telephone number of person authorized to receive
notices
and communications on behalf of the person(s) filing statement)
Copies To:
Peter D. Lyons, Esq.
Christa A. DAlimonte, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
Douglas R. Wright, Esq.
Jason Day, Esq.
Faegre & Benson LLP
3200 Wells Fargo Center
1700 Lincoln Street
Denver, Colorado 80203
(303) 607-3500
o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
This
Amendment No. 6 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Health Grades, Inc., a Delaware
corporation (
Health Grades
),
with the Securities and Exchange Commission (the
SEC
) on August 10, 2010, as amended by Amendment No. 1
thereto filed by Health Grades with the SEC on August 17, 2010, Amendment No. 2
thereto filed by Health Grades with the SEC on August 18, 2010, Amendment No. 3
thereto filed by Health Grades with the SEC on August 23, 2010, Amendment No. 4
thereto filed by Health Grades with the SEC on August 26, 2010 and
Amendment No. 5 thereto filed by Health Grades with the SEC on August 30,
2010 (the
Schedule 14D-9
),
relating to the cash tender offer by Mountain Merger Sub Corp., a Delaware
corporation (
Purchaser
) and a
direct wholly-owned subsidiary of Mountain Acquisition Corp., a Delaware
corporation (
Parent
), to
purchase all outstanding shares of Health Grades common stock, par value
$0.001 per share (the
Shares
),
at a purchase price of $8.20 per Share, net to the holder thereof in cash,
without interest and less any required withholding of taxes. The tender offer is disclosed in the Tender
Offer Statement on Schedule TO filed by Purchaser and Parent with the SEC
on August 10, 2010, as amended by Amendment No. 1 thereto filed by
Purchaser and Parent with the SEC on August 17, 2010, Amendment No. 2
thereto filed by Purchaser and Parent with the SEC on August 18, 2010,
Amendment No. 3 thereto filed by Purchaser and Parent with the SEC on August 23,
2010, Amendment No. 4 thereto filed by Purchaser and Parent with the SEC
on August 26, 2010, Amendment No. 5 thereto filed by Purchaser and
Parent with the SEC on August 30, 2010 and Amendment No. 6 thereto
filed by Purchaser and Parent with the SEC on September 2, 2010 (together
with the exhibits thereto, as it may be amended or supplemented, the
Schedule TO
), and is subject to the
terms and conditions set forth in the Offer to Purchase dated August 10,
2010 (as it may be amended or supplemented, the
Offer to Purchase
), and in the related Letter of Transmittal
(as it may be amended or supplemented, the
Letter
of Transmittal
and, together with the Offer to Purchase, the
Offer
).
The Offer to Purchase and the Letter of Transmittal are filed as
Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO,
respectively, and are incorporated herein by reference. Any capitalized term used and not otherwise
defined herein shall have the meaning ascribed to such term in the Schedule
14D-9.
All
information in the Schedule 14D-9 is incorporated into this Amendment
No. 6 by reference, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 8.
Additional
Information
Item
8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following paragraph immediately following the sixth paragraph under the caption
entitled
Litigation
.
On September 3, 2010, the
Court of Chancery conducted a hearing on plaintiffs' motion for preliminary
injunction in the action styled
In re Health
Grades, Inc. Shareholders Litigation,
Consolidated C.A. No.
5716-VCS. The Court denied plaintiffs'
motion in an oral ruling, a transcript of which is attached hereto as Exhibit
(a)(5)(F). You are encouraged to read
the exhibit in its entirety.
Item 9.
Exhibits
Item 9
of the Schedule 14D-9 is hereby amended and supplemented by adding the
following exhibit:
Exhibit No.
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Document
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(a)(5)(F)
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Transcript
From September 3, 2010 Hearing Containing the Courts Ruling on
Plaintiffs Motion for Preliminary Injunction,
In re Health Grades, Inc. Shareholders
Litigation,
Consolidated C.A. No. 5716-VCS (pending in the
Delaware Court of Chancery).
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2
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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/s/
Allen Dodge
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Name:
Allen Dodge
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Title:
Executive Vice President and Chief Financial Officer
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Dated:
September 6, 2010
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3
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