UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
National Medical Health Card Systems, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
636918302
(CUSIP Number)
SXC Health Solutions Corp.
2441 Warrenville Road, Suite 610
Lisle, Illinois 60532-3246
Attention: Jeffrey Park
with a copy to
:
Gary D. Gerstman
Sidley Austin LLP
1 South Dearborn
Chicago, Illinois 60603
(312) 853-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
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CUSIP No.
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636918302
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13D
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Page
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2
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of
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8
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1
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NAMES OF REPORTING PERSONS
SXC Health Solutions Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable (see Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not Applicable
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Yukon Territory, Canada
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,956,522(1)(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,956,522(1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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54.3%(3)
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TYPE OF REPORTING PERSON
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CO
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(1)
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Represents shares of common stock, par value $0.001 per share (
NMHC Common Stock
)
of National Medical Health Card Systems, Inc., a Delaware corporation (
NMHC
), that
are issuable upon conversion of NMHCs Series A 7% Convertible Preferred Stock, par value
$0.10 per share (
NMHC Convertible Preferred Stock
) and that are the subject of the
Stockholder Agreements and Proxies (defined in Item 4 hereof) described herein. Pursuant to
the terms and conditions of the certificate of designations governing NMHC Convertible
Preferred Stock, each share of NMHC Convertible Preferred Stock entitles its holder to 83.64%
of a vote prior to its conversion into shares of NMHC Common Stock. Accordingly, as of
February 25, 2008, subject to the terms and conditions of the Stockholder Agreements and
Proxies, SXC Health Solutions Corp., a corporation organized under the laws of Yukon
Territory, Canada (
SXC
), is entitled to cast 5,818,435 votes, or 49.8% of the total
votes that may be cast by NMHCs stockholders, prior to the conversion of the shares of NMHC
Convertible Preferred Stock held by New Mountain Partners, L.P., a Delaware limited
partnership (
NMP
) and New Mountain Affiliated Investors, L.P., a Delaware limited
partnership (
NMAI
, and together with NMP,
New Mountain
).
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(2)
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Beneficial ownership of 6,956,522 shares of NMHC Common Stock referred to herein is being
reported hereunder solely because SXC may be deemed to have beneficial ownership of such
shares as a result of the Stockholder Agreements (defined in Item 4 hereof). Neither the
filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
by SXC that it is the beneficial owner of any shares of NMHC Common Stock for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
),
or for any other purpose, and such beneficial ownership is expressly disclaimed by SXC.
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(3)
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Based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act.
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CUSIP No. 636918302
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13D
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Page 3 of 8
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Item 1. Security and Issuer.
This Schedule 13D (this
Schedule 13D
) relates to shares of NMHC Common Stock. The
address of the principal executive offices of NMHC is 26 Harbor Park Drive, Port Washington, NY
11050.
Item 2. Identity and Background.
This Schedule 13D is being filed by SXC, pursuant to Rule 13d-1(a) of Regulation D-G under the
Exchange Act. The address of the principal executive offices of SXC is 2441 Warrenville Road,
Suite 610 Lisle, Illinois 60532.
During the last five years, neither SXC nor, to the knowledge of SXC, any of the other persons
identified in Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such entity or person was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 4 hereof, NMP and NMAI, whom together are the record and/or
beneficial owners of 6,956,522 shares of NMHC Convertible Preferred Stock (NMHC Convertible
Preferred Stock together with NMHC Common Stock,
NMHC Stock
), have entered into the
Stockholder Agreements (defined in Item 4 hereof) with SXC and NMHC. Pursuant to the Certificate
of Designations, Preferences and Rights of Series A 7% Convertible Preferred Stock of National
Medical Health Card Systems, Inc., as amended by NMHC on February 26, 2008, shares of NMHC
Convertible Preferred Stock that convert from and after the date of the
Merger Agreement (defined in Item 4 hereof), February 25, 2008, until the termination of the Merger
Agreement in accordance with its terms, into shares of NMHC Common
Stock shall convert at a ratio of one share of
NMHC Common Stock for each share of NMHC Convertible Preferred Stock. Any beneficial ownership of
SXC in NMHC Common Stock that may be deemed to arise from the Stockholder Agreements is not
expected to require the expenditure of any funds.
Item 4. Purpose of Transaction.
Agreement and Plan of Merger
On February 25, 2008, SXC, SXC Health Solutions, Inc., a Texas corporation and wholly-owned
subsidiary of SXC (
US Corp.
), Comet Merger Corporation (
Merger Sub
), a
newly-formed Delaware corporation that is wholly-owned by US Corp. and is an indirect, wholly-owned
subsidiary of SXC, and NMHC, a Delaware corporation, entered into an Agreement and Plan of Merger
(the
Merger Agreement
). Pursuant to the Merger Agreement, Merger Sub has agreed to
commence an exchange offer (the
Offer
) to acquire all of the outstanding shares of NMHC
Common Stock, with each share of NMHC Common Stock validly tendered and not properly withdrawn
being exchanged for (i) 0.217 of a common share of SXC, no par value (
SXC Common Stock
),
and (ii) $7.70 in cash, without interest (collectively, the
Transaction Consideration
).
Subject to certain exceptions and limitations provided in the Stockholder Agreements (defined
below), each share of NMHC Convertible Preferred Stock, will be
tendered in the Offer and, subject to certain conditions set forth in
the Stockholder Agreements, will be converted on a one-for-one basis into a share of
NMHC Common Stock, as provided in Item 3 hereof. As soon as practicable following the consummation
of the Offer, Merger Sub will merge with and into NMHC, and NMHC will become an indirect,
wholly-owned subsidiary of US Corp. (the
Second Step Merger
). In the Second Step Merger,
any stockholders of
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CUSIP No. 636918302
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13D
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Page 4 of 8
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NMHC whose shares were not purchased in the Offer, other than those stockholders who have validly
exercised their appraisal rights under Delaware law, will become entitled to receive the
Transaction Consideration for each of their shares of NMHC Common
Stock.
Merger Subs obligation to accept for payment and pay for NMHC Common Stock validly tendered
and not properly withdrawn in the Offer is conditioned on, among other things, (i) there being
validly tendered and not withdrawn before the expiration of the Offer, 9,600,000 of the outstanding
shares of NMHC Common Stock, including converted shares of NMHC Convertible Preferred Stock (the
Minimum Condition
) and (ii) Merger Sub being able to complete the transaction through the
short form merger procedures available under Delaware law (without purchasing any additional
shares of NMHC Common Stock other than by exercising the Top-Up
Option or any reduction in the number of shares of NMHC Common Stock) (the
Short Form Condition
). If Merger Sub acquires more than 90% of the outstanding NMHC
Common Stock, SXC and Merger Sub will complete the transaction through the short form merger
procedures available under Delaware law. Subject to certain terms and conditions in the Merger
Agreement, Merger Sub has the irrevocable option (the
Top-Up Option
) to purchase up to that
number of shares equal to the lowest number of shares of NMHC Common Stock that, when added to the
aggregate number of shares of NMHC Common Stock owned by Merger Sub at the time of such exercise,
shall constitute one share of NMHC Common Stock more than 90% of the outstanding shares of NMHC
Common Stock. The Top-Up Option may be exercised by Merger Sub, in whole but not in part, at any
time following the date and time at which Merger Sub first accepts
shares of NMHC Common Stock for payment pursuant to the Offer (the
Acceptance Date
) and prior to the tenth business day after the later of the
Acceptance Date or the expiration of a subsequent offering period,
provided that Merger Sub must
exercise the Top-Up Option if doing so would allow the consummation of the Merger pursuant to the
short form merger procedures available under Delaware law.
If, at the end of the initial offering period (or such later date as the parties may agree),
either the Minimum Condition is not satisfied or waived, or the Short Form Condition is not
satisfied or waived, the parties have agreed that SXC and Merger Sub will terminate the Offer and
the parties will instead seek to consummate SXCs acquisition of NMHC by a merger of Merger Sub
with and into NMHC (the
One Step Merger
), whereby each issued and outstanding share of
NMHC Stock would be converted into the right to receive the Transaction Consideration, following
the adoption of the Merger Agreement by a majority of the outstanding shares of NMHC Stock voting
together as a single class (with the NMHC Convertible Preferred Stock voting as set forth in NMHCs
certificate of incorporation), on the terms and subject to the conditions set forth therein. The
One Step Merger and the Second Step Merger are each sometimes referred to herein as the
Merger
.
The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete terms and conditions of the Merger Agreement
which is incorporated herein by reference to Exhibit 1 of this Schedule 13D.
Stockholder Agreements
On February 25, 2008, as an inducement to enter into the Merger Agreement, and in
consideration thereof, SXC entered into Stockholder Agreements (the
Stockholder
Agreements
), with NMHC and each of NMAI and NMP. Pursuant to the Stockholder Agreements, and
upon the terms and subject to the conditions thereof, New Mountain
has agreed that it shall tender in the Offer all shares of NMHC Common
Stock issuable upon the conversion of its shares of NMHC Convertible Preferred Stock and, if a
stockholder vote is required by applicable law, to vote all of its shares of NMHC Stock in favor of
the Merger. If the Board of Directors of NMHC changes its recommendation of the transaction in
accordance with the terms of the Merger Agreement, the number of
shares New Mountain is required to
vote in favor of the Merger or tender in the Offer is reduced to a
number equal to 30% of the voting power of NMHC Stock (in the case of
the vote) or 30% of the then outstanding shares of NMHC
Stock (in the case of the vote). Pursuant to the
Stockholder Agreements, New Mountain has also agreed that for a period of one year following SXCs
first acceptance for payment of shares tendered in the Offer (if the transaction is effected by
means of the Offer followed by the Second Step Merger) or the effective time of the Merger (if the
transaction is effected as a One Step Merger), it will not sell or otherwise transfer any shares of
SXC Common Stock acquired pursuant to the Merger Agreement, except to
participate in a transaction that has been approved by the board of
directors of SXC.
The Stockholder Agreements also provide, subject to the terms and conditions therein, that at
any meeting of the stockholders of NMHC, including any adjournment or postponement thereof, and in
connection with any
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CUSIP No. 636918302
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13D
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Page 5 of 8
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written consent of the stockholders of NMHC, each of NMP and NMAI shall vote (or cause to be
voted), in person or by proxy, all of the shares respectively owned by NMP and NMAI (the
Covered Shares
) (or, if applicable, only such
portion of the Covered Shares that is equal to 30% of the total vote
of the shares of NMHC Stock entitled to vote in respect of such matter): (i) in favor of the adoption of the Merger Agreement and any related
proposal in furtherance thereof, as reasonably requested by SXC, submitted for the vote or written
consent of NMHC stockholders; (ii) against any action or agreement that such stockholder knows
is in opposition to, or competitive or materially inconsistent with, the Offer or Merger or that it
knows would result in a breach of any covenant, representation or warranty or any other obligation
or agreement of NMHC contained in the Merger Agreement, or of New Mountain contained in the
Stockholder Agreements; and (iii) against any Acquisition Proposal (defined below) and against any
other action, agreement or transaction submitted for the vote or
written consent of stockholders
that New Mountain knows would impede, interfere with, delay, postpone, discourage, frustrate
the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by
the Merger Agreement or the Stockholder Agreements or the performance by NMHC of its obligations
under the Merger Agreement or by New Mountain of its obligations under the Stockholder Agreements. In
connection with the Stockholder Agreements, NMP and NMAI each granted designated officers of SXC an
irrevocable proxy, dated as of February 25, 2008 (the
Proxies
), to vote the Covered
Shares as indicated above.
New
Mountain also agreed not to, among other things: (i) transfer
any of the Covered Shares (excluding by tendering in the Offer);
(ii) enter into any agreement, arrangement or understanding with
any other party (other than SXC, US Corp. or Merger Sub) that violates or
conflicts with the representations, warranties, covenants and obligations set forth in the
Stockholder Agreements; (iii) knowingly take any action that could restrict or otherwise affect New
Mountains legal power, authority and right to comply with and perform its covenants and
obligations under the Stockholder Agreements; (iv) solicit, initiate or knowingly encourage or
facilitate any Acquisition Proposal or any proposal, offer or inquiry that may reasonably be
expected to lead to an Acquisition Proposal; (v) participate or enter into or engage in
negotiations or discussions with, or provide any non-public information or data to, any person
(other than to SXC or any of its affiliates or representatives) relating to any Acquisition Proposal or any proposal, offer or inquiry that may
reasonably be expected to lead to an Acquisition Proposal; (vi) make or participate in, directly or
indirectly, a solicitation of proxies or powers of attorney or similar rights to vote or seek
to advise or influence any person with respect to the voting of, any shares of NMHC Common Stock in
connection with any vote or other action on matters relating to actions with respect to the Covered
Shares other than to recommend that stockholders of NMHC vote in favor of adoption of the Merger
Agreement or to otherwise vote or consent with respect to Covered
Shares in a manner that would not violate the Stockholder Agreements; (vii) vote, approve, adopt or recommend, or publicly propose to approve, adopt or
recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other
agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably
be expected to lead to an Acquisition Proposal; or (viii) agree to do any of the foregoing, other
than in certain circumstances in connection with a Superior Proposal (as defined in the Merger
Agreement). Furthermore New Mountain has agreed not to transfer or consent to any transfer of any
shares of SXC Common Stock, or any interest therein, or enter into any contract or other
arrangement with respect to the transfer of, any shares of SXC Common Stock for one year following
the earlier to occur of the Acceptance Date and the closing of the One Step Merger
(the
Operative Date
), provided that New Mountain
may participate in any business
combination or other transaction with respect to SXC Common Stock that has been recommended by the
Board of Directors of SXC.
Acquisition Proposal
means (1) an offer or proposal from any person or group other than
SXC or any of its affiliates to acquire, directly or indirectly, pursuant to any transaction or
series of related transactions (including pursuant to any consolidation, merger, business
combination, recapitalization, liquidation, dissolution or similar transaction) (A) twenty percent
(20%) or more of the outstanding shares of equity or voting securities of NMHC or (B) twenty
percent (20%) or more of the consolidated assets of NMHC (including stock of subsidiaries of NMHC),
(2) any tender or exchange offer that if consummated would result in any person or group of persons
beneficially owning 20% or more of the outstanding shares of equity or voting securities of NMHC or
(3) any merger, consolidation, business combination, recapitalization, liquidation or similar
transaction involving NMHC or any of its subsidiaries (other than a merger, consolidation, business
combination, recapitalization, liquidation or similar transaction involving solely NMHC and/or one
or more wholly owned subsidiaries).
The Stockholder Agreements will terminate upon the termination of the Merger Agreement.
Additionally, New Mountain may terminate the Stockholder Agreements in the event that the amount of
the Transaction
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CUSIP No. 636918302
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13D
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Page 6 of 8
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Consideration
is reduced or the form of the Transaction Consideration is changed,
or the proportion of cash to SXC Common Stock is reduced, in each case
without New Mountains consent.
In the event the Merger Agreement is terminated under circumstances in which a termination fee
is payable by NMHC to SXC, New Mountain has agreed to pay SXC 50% of New Mountains profit
(determined in accordance with the valuation provisions set forth in the Stockholder Agreements) in
excess of $11.50 per share from the sale of its shares of NMHC Common Stock pursuant to another
Acquisition Proposal that is consummated within 12 months of the termination of the Stockholder
Agreements.
The foregoing description of the Stockholder Agreements and the Proxies does not purport to be
complete and is qualified in its entirety by reference to the complete terms and conditions of the
Stockholder Agreements and the Proxies which are incorporated herein by reference to Exhibits 2 and
3 of this Schedule 13D.
Registration Rights Agreement
In connection with the Stockholder Agreements, SXC has also entered into a Registration Rights
Agreement, dated as of February 25, 2008, with New Mountain (the
Registration Rights
Agreement
). Subject to the terms and conditions thereof, the Registration Rights Agreement
grants New Mountain one demand registration right with respect to the SXC Common Stock issued to
them in connection with the Offer or the One Step Merger, exercisable after the first anniversary
of the Operative Date if the trading volume of SXC Common Stock is below 100,000 shares in the
aggregate on certain specified exchanges during agreed-upon measurement periods. Moreover, New Mountain has
piggyback registration rights with respect to such SXC Common Stock during the period beginning
12 months after the Operative Date and ending 18 months after the Operative Date, subject to the
terms and conditions set forth therein.
The foregoing description of the Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete terms and conditions of the
Registration Rights Agreement which is incorporated herein by reference to Exhibit 4 of this
Schedule 13D.
Amendment to NMHCs Certificate of Designations
In connection with the execution of the Merger Agreement, NMHC amended its Certificate of
Designations, Preferences and Rights of Series A 7% Convertible Preferred Stock (the
Amendment
). The Amendment excludes the transactions contemplated by the Merger Agreement
and the Stockholder Agreements from the definitions of change in control and liquidation and
provides that shares of NMHC Convertible Preferred Stock, upon their conversion into shares of NMHC
Common Stock, will have the right only to receive the Transaction Consideration per share. The
Amendment also provides that, unless and until the Merger Agreement is terminated, shares of NMHC
Convertible Preferred Stock will convert into shares of NMHC Common Stock on a one-to-one basis.
Under the Merger Agreement, NMHC is permitted to pay New Mountain all accrued and unpaid dividends
on NMHC Convertible Preferred Stock. The NMHC Board of Directors has declared a dividend on NMHC
Convertible Preferred Stock, payable in cash immediately prior to the earlier of SXCs first
acceptance of shares of NMHC Common Stock tendered in the Offer or the effective time of the
Merger, in an amount equal to all accrued and unpaid dividends to the date of payment.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete terms and conditions of the Amendment which is
incorporated herein by reference to Exhibit 4 of this Schedule 13D.
Other than as described above, SXC does not currently have any plans or proposals which relate
to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although SXC
reserves the right to develop such plans).
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CUSIP No. 636918302
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13D
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Page 7 of 8
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Item 5. Interest in Securities of the Issuer.
The information set forth in Items 2, 3 and 4 of this Schedule 13D is incorporated herein by
reference.
(a) (b) Immediately prior to the execution of the Stockholder Agreements, SXC did not
beneficially own any shares of NMHC Common Stock. However, upon execution of the Stockholder
Agreements on February 25, 2008, under the definition of beneficial ownership as set forth in
Rule 13d-3 under the Exchange Act, SXC may be deemed to have shared voting power with respect to
(and therefore beneficially own) 6,956,522 shares of NMHC Common Stock, representing approximately
54.3% of the NMHC Common Stock outstanding as of February 25, 2008. Furthermore, pursuant to the
Certificate of Designations, Preferences and Rights of Series A 7% Convertible Preferred Stock and
subject to the terms and conditions of the Stockholder Agreements and Proxies, SXC is entitled to
cast 5,818,435 votes, or 49.8% of the total votes that may be cast by NMHCs stockholders, prior to
the conversion of the shares of NMHC Convertible Preferred Stock held by New Mountain into shares
of NMHC Common Stock.
Except as set forth above, neither SXC nor, to the best of SXCs knowledge, any of the
individuals named in Schedule I hereto, has the power to dispose or direct the disposition of any
shares of NMHC Common Stock. Pursuant to the Stockholder Agreements and the Proxies executed and
delivered to SXC in connection with the execution of the Merger Agreement, SXC has the power to
vote the Covered Shares, in accordance with and subject to the terms of the Stockholder Agreements
and the Proxies.
SXC disclaims beneficial ownership of any NMHC Common Stock. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission that SXC is the
beneficial owner of the NMHC Common Stock referred to herein for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c) To the knowledge of SXC, neither SXC nor any person listed in Schedule I hereof has
beneficial ownership of, or has engaged in any transaction during the past 60 days involving, any
shares of NMHC Common Stock, other than the agreements and transactions related to the Merger.
(d) To the knowledge of SXC, neither SXC nor any person listed in Schedule I hereof has the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of NMHC Common Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The information set forth in Item 4 with respect to the Merger Agreement, the Stockholder
Agreements, the Proxies, the Registration Rights Agreement and the Amendment is hereby incorporated
by reference herein.
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CUSIP No. 636918302
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13D
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Page 8 of 8
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Item 7. Material to be Filed as Exhibits.
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Exhibit Number
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Description of Exhibits
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1
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Agreement and Plan of Merger dated as of February 25, 2008, by and among SXC Health
Solutions Corp., SXC Health Solutions, Inc., Comet Merger Corporation, and National
Medical Health Card Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by SXC with the Securities and Exchange Commission on February
27, 2008)
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2
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Stockholder Agreement dated as of February 25, 2008, by and among SXC Health Solutions
Corp., New Mountain Partners, L.P. and National Medical Health Card Systems, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by SXC
with the Securities and Exchange Commission on February 27, 2008)
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3
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Stockholder Agreement dated as of February 25, 2008, by and among SXC Health Solutions
Corp., New Mountain Affiliated Investors, L.P. and National Medical Health Card Systems,
Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
SXC with the Securities and Exchange Commission on February 27, 2008)
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4
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Registration Rights Agreement, dated as of February 25, 2008, by and between SXC Health
Solutions Corp., New Mountain Partners, L.P., and New Mountain Affiliated Investors, L.P.
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by SXC
with the Securities and Exchange Commission on February 27, 2008)
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5
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Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series
A 7% Convertible Preferred Stock of National Medical Health Card Systems, Inc., dated
February 26, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K filed by NMHC with the Securities and Exchange Commission on February 27, 2008)
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SIGNATURE
After reasonable 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.
March 5, 2008
SXC Health Solutions Corp.
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By:
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/s/ Jeffrey Park
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Name:
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Jeffrey Park
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Title:
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Chief Financial Officer
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SCHEDULE
I
SXC HEALTH SOLUTIONS CORP.
Directors and Executive Officers
The
business address of each person listed below is c/o 2441 Warrenville Road, Suite
610 Lisle, Illinois 60532-3246. Jeffrey Park and Phillip R. Reddon are
citizens of Canada. All other persons listed below are United States
citizens.
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Name
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Present Principal Occupation
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Directors
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Gordon S. Glenn
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Chairman of the Board and Chief Executive Officer
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Mark A. Thierer
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President and Chief Operating Officer, Director
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Terrence C. Burke
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Director
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William J. Davis
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Director
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Steven Cosler
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Director
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Phillip R. Reddon
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Director
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Curtis Thorne
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Director
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Anthony Masso
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Director
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Executive Officers
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Gordon S. Glenn
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Chairman of the Board and Chief Executive Officer
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Mark A. Thierer
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President and Chief Operating Officer, Director
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Jeffrey Park
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Chief Financial Officer and Senior Vice President,
Finance
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John Romza
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Chief Technology Officer and Executive Vice President,
Product Development
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Mike H. Bennof
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Executive Vice President, Healthcare Information
Technology
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Michael Meyer
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Senior Vice President, Sales and Marketing
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B. Greg Buscetto
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Senior Vice President and General Manager, informedRx
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