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 193
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Amendment No. 9
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. 9 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, Amendment No. 6
thereto filed by Health Grades with the SEC on September 7, 2010,
Amendment No. 7 thereto filed by Health Grades with the SEC on
September 10, 2010 and Amendment No. 8 thereto filed by Health Grades
with the SEC on September 16, 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, Amendment No. 9 thereto
filed by Purchaser and Parent with the SEC on September 10, 2010 and
Amendment No. 10 thereto filed by Purchaser and Parent with the SEC on September 16,
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. 9 by reference, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 8.
Additional
Information
Item
8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text at the end of Item 8:
The
Offer expired at 9:00 a.m., New York City time, on Thursday, October 7,
2010. The Depositary (as defined in the
Offer to Purchase) has advised Parent and Purchaser that a total of 24,916,269
Shares were validly tendered and not properly withdrawn upon expiration of the
Offer (not including 334,897 Shares subject to guaranteed delivery
procedures). Purchaser accepted for
payment all such Shares in accordance with the terms of the Offer. In addition, Purchaser purchased 5,108,954
Shares directly from the Stockholders pursuant to the Support Agreements. As a result of these transactions, Purchaser
owned approximately 86% of the outstanding shares of Health Grades.
Purchaser
exercised its Top-Up Option to purchase 12,650,970 newly issued Shares at a
price per Share equal to the Offer Price, which brought Purchasers aggregate
ownership to more than 90% of the outstanding Shares on a diluted basis. As payment for the Top-Up Option Shares,
Purchaser issued to Health Grades an unsecured, non-negotiable and
non-transferable promissory note in the aggregate principal amount of $103,737,954,
bearing interest at 8% per annum, with principal and interest due one year
after the purchase of the Top-Up Option Shares, prepayable without premium or
penalty.
Parent
and Purchaser intend to effect a short-form merger as promptly as practicable,
without the need for a meeting of Health Grades stockholders. In the Merger,
Purchaser will be merged with and into Health Grades with Health Grades
continuing as the Surviving Corporation and a wholly-owned subsidiary of
Parent. At the effective time of the Merger, each outstanding Share not
tendered in the Offer (other than treasury Shares, Shares held by Parent,
Purchaser or any of their wholly-owned subsidiaries or Shares held by
stockholders who properly exercise appraisal rights under applicable provisions
of Delaware law) will be converted into the right to receive the Offer Price.
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