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| ATHN > SEC Filings for ATHN > Form 8-K on 7-Jan-2013 | All Recent SEC Filings |
7-Jan-2013
Other Events
On January 7, 2013, athenahealth, Inc. ("athenahealth") made the following
communications regarding the announcement of the signing of the Agreement and
Plan of Merger among athenahealth, Echo Merger Sub, Inc., and Epocrates, Inc.
("Epocrates"):
•a presentation to Epocrates's employees;
•a conference call for investors; and
•a video posting on its website located at www.athenahealth.com/epocrates.
Additionally, athenahealth executives made comments in an article written by
Peter Burrows & Alex Nussbaum published on January 7, 2013, by Bloomberg
regarding the acquisition.
Copies of the presentation slides, conference call script, video script, and
article are attached hereto as Exhibits 99.1-4, respectively, and are
incorporated herein.
The information included in this Current Report on Form 8-K pursuant to this
Item 8.01, including Exhibits 99.1-4 attached hereto, is intended to be
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 99.1 Presentation to Epocrates, Inc. employees 99.2 Conference call script 99.3 Video script 99.4 Article appearing in Bloomberg, dated January 7, 2013 |
Additional Information and Where to Find It
In connection with the acquisition of Epocrates by athenahealth pursuant to an
Agreement and Plan of Merger (the "Merger"), Epocrates will file with the U.S.
Securities and Exchange Commission (the "SEC") a proxy statement and other
relevant materials in connection with the proposed transaction. Epocrates will
also mail the proxy statement to Epocrates stockholders. athenahealth and
Epocrates urge investors and security holders to read the proxy statement and
the other relevant material when they become available because these materials
will contain important information about athenahealth, Epocrates, and the
proposed transaction. The proxy statement and other relevant materials (when
they become available), and any and all documents filed with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov. In addition, free
copies of the documents filed with the SEC by athenahealth will be available on
the "Investors" portion of athenahealth's website at www.athenahealth.com. Free
copies of the documents filed with the SEC by Epocrates will be available on the
"Investor Relations" portion of Epocrates' website at www.epocrates.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION.
Information Regarding Participants
athenahealth, Echo Merger Sub, Inc. ("MergerSub"), Epocrates, and their
respective executive officers and directors may be deemed to be participants in
the solicitation of proxies from the security holders of Epocrates in connection
with the Merger. Information about those executive officers and directors of
athenahealth is set forth in athenahealth's proxy statement for its 2012 annual
meeting of stockholders, which was filed with the SEC on April 26, 2012, will be
included in Epocrates' proxy statement to be filed with the SEC in connection
with the proposed transaction as described above, and is supplemented by other
public filings made, and to be made, with the SEC. Information about those
executive officers and directors of Epocrates and their ownership of Epocrates
common stock is set forth in Epocrates' proxy statement for its 2012 annual
meeting of stockholders, which was filed with the SEC on August 30, 2012, and is
supplemented by other public filings made, and to be made, with the SEC.
Investors and security holders may obtain additional information regarding the
direct and indirect interests of athenahealth, MergerSub, Epocrates, and their
respective executive officers and directors in the Merger by reading the proxy
statement and the other filings and documents referred to above. This report
does not constitute an offer of any securities for sale.
Forward-Looking Statements
This report contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
including statements regarding consummation and timing of the proposed
transaction; anticipated improvements in, and benefits of combining, the
companies' service offerings (including, but not limited to improvements in
information access and mobile workflows); and the potential market for and
awareness of the companies' services. These statements are neither promises nor
guarantees, and are subject to a variety of risks and uncertainties, many of
which are beyond our control, which could cause actual results to differ
materially from those contemplated in these forward-looking statements. In
particular, the risks and uncertainties include, among other things:
consummation of the transaction is subject to customary closing conditions,
which if not met or waived would cause the transaction not to close, including
the failure to obtain required approval of the contemplated transaction; failure
to effectively integrate the services and operations of the companies; the risk
that the anticipated market for the companies' combined services does not
materialize; the risk that service offerings will not operate in the manner
expected (e.g., due to design flaws, security breaches, or otherwise); potential
interruptions or delays in service offerings; reliance upon third parties, such
as computer hardware, software, data-hosting, content, and internet
infrastructure providers, which reliance may result in failures or disruptions
in our service offerings; errors or omissions in services and the information
they provide; and the evolving and complex government regulatory compliance
environment in which the companies and their clients operate. Existing and
prospective investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. athenahealth
undertakes no obligation to update or revise the information contained in this
report, whether as a result of new information, future events or circumstances,
or otherwise. For additional disclosure regarding these and other risks faced by
athenahealth, please see the disclosure contained in our public filings with the
Securities and Exchange Commission, available on the Investors section of
athenahealth's website at www.athenahealth.com and the SEC's website at
www.sec.gov.
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