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. 7
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, New York 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. 7 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, Amendment No. 5
thereto filed by Health Grades with the SEC on August 30, 2010 and
Amendment No. 6 thereto filed by Health Grades with the SEC on September 7,
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
Offer Price
). 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,
Amendment No. 6 thereto filed by Purchaser and Parent with the SEC on September 2,
2010, Amendment No. 7 thereto filed by Purchaser and Parent with the SEC
on September 7, 2010, Amendment No. 8 thereto filed by Purchaser and
Parent with the SEC on September 8, 2010 and Amendment No. 9 thereto
filed by Purchaser and Parent with the SEC on September 10, 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. 7 by reference, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
Item 2. Identity
and Background of Filing Person
Item 2 of the Schedule 14D-9 is hereby amended and
supplemented by inserting the following paragraph immediately following the
first paragraph under the section entitled
Tender
Offer and Merger
:
On September 10, 2010, Vestar and Health Grades
issued a joint press release announcing the extension of the initial expiration
of the Offer to 9:00 AM, New York City time, on September 16, 2010. The Offer may be further extended pursuant to
the terms and conditions of the Merger Agreement. The full text of the press release is filed
as Exhibit (a)(5)(G) hereto and is incorporated herein by reference.
Item 3. Past
Contacts, Transactions, Negotiations and Agreements
Item 3 of the Schedule 14D-9 is hereby amended
and supplemented by inserting the following paragraph immediately following the
paragraph under the caption entitled
Arrangements among Health Grades, Purchaser and Parent
Merger Agreement
:
On September 9, 2010, Health Grades, Parent,
Purchaser and Mountain Acquisition Holdings, LLC entered into Amendment No. 2
to Agreement and Plan of Merger (
Amendment No. 2
)
to extend the initial expiration of the Offer to 9:00 AM, New York City time,
on September 16, 2010. The
foregoing summary of Amendment No. 2 is qualified in its entirety by
reference to Amendment No. 2, which is filed as Exhibit (e)(16)
hereto and is incorporated herein by reference.
Any and all references to the term Merger Agreement in the Schedule
14D-9 and the other documents distributed to the Health Grades stockholders in
connection with the Schedule 14D-9 shall be deemed to be references to the
Merger Agreement after giving effect to Amendment No. 2.
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