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| ATHN > SEC Filings for ATHN > Form 8-K on 8-Jan-2013 | All Recent SEC Filings |
8-Jan-2013
Other Events
On January 7, 2013, athenahealth, Inc. management presented the rationale for
the acquisition of Epocrates, Inc. at 2:30 p.m. P.T. at the J.P. Morgan Global
Healthcare Conference in San Francisco, California. A copy of the transcript of
the presentation and the question and answer session following the presentation
is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A
copy of the presentation slides was filed as Exhibit 99.2 to the Current Report
on Form 8-K filed by athenahealth, Inc. with the Securities and Exchange
Commission on January 7, 2013.
The information included in this Current Report on Form 8-K pursuant to this
Item 8.01, including Exhibits 99.1 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 Conference call script
Additional Information and Where to Find It
In connection with the acquisition of Epocrates, Inc. ("Epocrates") by
athenahealth. Inc. ("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); the prospect for growth; 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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