Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Explanatory Note of this Current Report on Form 8-K (this "Report") is incorporated herein by reference.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Explanatory Note of this Report is incorporated herein by reference.
The definitive proxy statement of HMS, filed with the
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Report and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.
On
HMS intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Explanatory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of HMS (other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.
As a result of the consummation of the Merger, a change of control of HMS occurred and HMS became a wholly owned subsidiary of Gainwell. Gainwell funded the acquisition through debt financing. Additional information regarding the debt financing is contained in the Proxy Statement, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.
Directors
Immediately prior to the Effective Time, in connection with the consummation of
the Merger and in accordance with the Merger Agreement, each member of HMS's
board of directors resigned from and ceased serving on HMS's board of directors
and any and all committees thereof. No director resigned as a result of any
disagreement with HMS on any matter relating to HMS's operations, policies or
practices. The members of HMS's board of directors immediately prior to the
Effective Time were
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the directors of Merger Sub immediately prior to
the Effective Time,
Equity Incentive Plans
In accordance with the terms of the Merger Agreement, immediately prior to the
Effective Time, each of the following equity compensation plans of HMS was
terminated: (i) the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.
At the Effective Time, the certificate of incorporation of HMS and the by-laws of HMS were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofDecember 20, 2020 , by and amongHMS Holdings Corp. ,Gainwell Acquisition Corp. ,Mustang MergerCo Inc. andGainwell Intermediate Holding Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with theSEC onDecember 28, 2020 (File No. 000-50194) 3.1 Second Amended and Restated Certificate of Incorporation ofHMS Holdings Corp. 3.2 Third Amended and Restated Bylaws ofHMS Holdings Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
*The schedules to the Agreement and Plan of Merger have been omitted from this
filing pursuant to Item 601(a)(5) of Regulation S-K. HMS will furnish copies of
any such schedules to the
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