SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1)
OR
SECTION 13(e)(1)OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Health Grades, Inc.
(Name of Subject Company (Issuer))
Mountain Acquisition Corp.
Mountain Merger Sub Corp.
Vestar Capital Partners V, L.P.
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class Securities)
42218Q102
(CUSIP Number of Class of Securities)
Steven Della Rocca
Mountain Acquisition Corp.
c/o Vestar Capital Partners V, L.P.
245 Park Avenue, 41st Floor
New York, New York 10167
(212) 351-1600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
With a
copy to:
Michael Movsovich
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$294,000,586.00
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$20,962.24
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*
Calculated solely
for purposes of determining the filing fee. The calculation assumes the
purchase of 30,534,195 shares of common stock, par value $0.001 per share, at
$8.20 per share. The transaction value also includes the aggregate offer price
for 3,688,167 shares issuable pursuant to outstanding options with an exercise
price less than $8.20 per share, which is calculated by multiplying the number
of shares underlying such outstanding options at each exercise price therefor
by an amount equal to $8.20 minus such exercise price. The transaction value
also includes the aggregate net offer price for 125,000 shares issuable
pursuant to a warrant and 1,700,000 shares issuable pursuant to a
confidentiality and non-competition agreement with Mr. Kerry R. Hicks, the
Chief Executive Officer of Health Grades.
**
Calculated in
accordance with Exchange Act Rule 0-11 by multiplying the transaction
value by 0.0000713.
x
Check the box if any part of
the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid:
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$20,962.24
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Filing Party:
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Mountain Acquisition Corp.
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Form or Registration No.:
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Schedule TO
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Date Filed:
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August 10, 2010
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check
the appropriate boxes below to designate any transactions to which the statement
relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
x
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer).
o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
This
Amendment No. 8 to the Tender Offer Statement on Schedule TO (the Schedule
TO) amends and supplements the Schedule TO relating to the 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),
for all of the outstanding common stock, par value $0.001 per share (the Shares),
of Health Grades, Inc., a Delaware corporation (Health Grades), at a
price of $8.20 per share net to the seller in cash without interest and less
any required withholding taxes, if any, upon the terms and conditions set forth
in the offer to purchase dated August 10, 2010 (the Offer to Purchase),
a copy of which is attached as Exhibit (a)(1)(A), and in the related
letter of transmittal (the Letter of Transmittal), a copy of which is
attached as Exhibit (a)(1)(B), which, together with any amendments or
supplements, collectively constitute the Offer.
All
the information set forth in the Offer to Purchase is incorporated by reference
herein in response to Items 1 through 9 and Item 11 in this
Schedule TO, and is supplemented by the information specifically provided
in this Schedule TO.
This
Amendment No. 8 is being filed to amend and supplement Item 12 as
reflected below.
Item 12.
Exhibits.
Regulation M-A Item 1016
Item 12
of the Schedule TO is amended and supplemented by adding the following
exhibit:
Exhibit
No.
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(b)(3)
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Third-Party Security
Agreement, dated November 9, 2007.
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(b)(4)
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Promissory Note, dated
November 9, 2007.
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(d)(3)
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Form of Tender and Support
Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by Health Grades, Inc. with the Securities and Exchange Commission
on July 28, 2010).
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