RTSX Radiation Therapy Services (MM)

 

 

(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a.		þ		The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.		o		The filing of a registration statement under the Securities Act of 1934.
c.		o		A tender offer.
d .		o		None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

CALCULATION OF FILING FEE

Transaction valuation*		Amount of filing fee
$799,436,548		$24,543

þ 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: $24,543
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Persons: Radiation Therapy Services, Inc.
Date Filed: November 21, 2007

 

 

TABLE OF CONTENTS

Introduction

          This Amendment No. 3 (the “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (1) Radiation Therapy Services, Inc., a Florida corporation (“RTS” or the “Company”), the issuer of the common stock that is subject to the Rule 13e-3 transaction, (2) Radiation Therapy Services Holdings, Inc. (“Parent”), a Delaware corporation, (3) RTS MergerCo, Inc. (“Merger Sub”), a Florida corporation, (4) Radiation Therapy Investments, LLC (“Holdings”), a Delaware limited liability company wholly owned by Vestar Capital Partners V, L.P., (5) Vestar Capital Partners V, L.P. (“Vestar”), a Cayman Islands exempted limited partnership, (6) Vestar Associates V, L.P. (“Associates”), a Scottish limited partnership, (7) Vestar Managers V Ltd., a Cayman Islands exempted company (“Managers”), (8) Howard M. Sheridan, Chairman of the Board of Directors of RTS, (9) Daniel E. Dosoretz, President, Chief Executive Officer and Director of RTS, (10) James H. Rubenstein, Medical Director, Secretary and Director of RTS and (11) Michael J. Katin, a Director of RTS (each a “Filing Person” and collectively the “Filing Persons”).

          On October 19, 2007, RTS, Parent, Merger Sub and Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into RTS with RTS continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

          This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

Item 15. Additional Information

Regulation M-A Item 1011

     Item 15. (b) is hereby amended and supplemented as follows:

     On February 6, 2008, at a special meeting of RTS’s shareholders, RTS’s shareholders voted to approve the Agreement and Plan of Merger, dated October 19, 2007, by and among RTS, Parent, MergerSub and Holdings (for purpose of Section 7.2 only).

     On February 21, 2008, RTS filed an Articles of Merger with the Secretary of State of the State of Florida, pursuant to which Merger Sub was merged with and into RTS, with RTS continuing as the surviving corporation. As a result of the Merger, RTS became a wholly-owned subsidiary of Parent. At the effective time of the Merger, (i) each outstanding share of common stock of RTS (other than shares held by RTS or its subsidiaries, or by Holdings, Parent or Merger Sub) was automatically converted into the right to receive $32.50 in cash, without interest, and (ii) the separate corporate existence of Merger Sub ceased.

     As a result of the Merger, RTS common stock ceased to trade on the NASDAQ Global Select Market (“NASDAQ”) as of the close of trading on February 21, 2008 and became eligible for delisting from NASDAQ and termination of registration pursuant to Rule 12g-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, on February 21, 2008, RTS filed a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission to deregister its common stock under the Exchange Act.

Item 16. Exhibits

Regulation M-A Item 1016

Item 16 is amended and supplemented by the addition of the following exhibit thereto:

     (a)(3) Press release, dated February 21, 2008, incorporated herein by reference to Exhibit 99 of the current report on Form 8-K filed by RTS with the SEC on February 21, 2008.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: February 21, 2008

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: February 21, 2008

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: February 21, 2008

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Dated: February 21, 2008

EXHIBIT INDEX

     (a)(1) Definitive Proxy Statement filed with the Securities and Exchange Commission on January 15, 2008.

     (a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with the Definitive Proxy Statement.

     (a)(3) Press release, dated February 21, 2008.*****

     (b)(1) Commitment Letter, dated as of October 19, 2007, by and among Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC and Radiation Therapy Services Holdings, Inc.*

     (b)(2) Equity Commitment Letter, dated as of October 19, 2007, by and between Vestar Capital Partners V, L.P. and Radiation Therapy Services Holdings, Inc.*

     (c)(1) Opinion of Morgan Joseph & Co. Inc., attached as Annex B to the Definitive Proxy Statement.

     (c)(2) Financial analysis presentation materials, dated October 18, 2007, prepared by Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy Services, Inc.**

     (c)(3) Presentation materials, dated September 19, 2007, prepared by Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy Services, Inc.****

     (c)(4) Presentation materials, dated July 24, 2007, prepared by Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy Services, Inc.****

     (c)(5) Presentation materials, dated July 13, 2007, prepared by Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy Services, Inc.****

     (c)(6) Presentation materials, dated April 26, 2007, prepared by Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy Services, Inc.****

     (c)(7) Presentation materials, dated June 21, 2007, prepared by Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy Services, Inc.****

     (c)(8) Presentation materials, dated October 5, 2007, prepared by Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy Services, Inc.****

     (d)(1) Agreement and Plan of Merger, dated as of October 19, 2007, by and among Radiation Therapy Services, Inc., Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc. and Radiation Therapy Investments, LLC (for purposes of Section 7.2 only) attached as Annex A to the Proxy Statement.*

     (d)(2) Form of Amended and Restated Limited Liability Company Agreement of Radiation Therapy Investments, LLC.*

     (d)(3) Form of Securityholders Agreement by and among Radiation Therapy Investments, LLC and the securityholders party thereto.*

     (d)(4) Form of Radiation Therapy Investments, LLC 2008 Unit Award Plan.*

     (d)(5) Form of Management Agreement by and among Radiation Therapy Services Inc., Radiation Therapy Services Holdings, Inc., Radiation Therapy Investments, LLC and Vestor Capital Partners.***

     (d)(6) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Daniel E. Dosoretz, including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit Subscription Agreement attached as exhibits thereto.*

     (d)(7) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Howard M. Sheridan, including forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit Subscription Agreement attached as exhibits thereto. *

     (d)(8) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and James H. Rubenstein, including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit Subscription Agreement attached as exhibits thereto. *

     (d)(9) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Michael J. Katin, including forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit Subscription Agreement attached as exhibits thereto. *

     (f) Sections 607.1301-607.1333 of the Florida Business Corporation Act, attached as Annex C to the Definitive Proxy Statement.

     (g) None.

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