Amicas DEFA14A Additional proxy soliciting materials

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantþ

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement.

o Definitive Additional Materials

þ Soliciting Material under Rule 14a-12

AMICAS, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o		Fee paid previously with preliminary materials.

o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Filed by AMICAS, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: AMICAS, Inc.
Commission File No.: 000-25311

Frequently Asked Questions (Customers):


1.	What is happening with AMICAS?	AMICAS has signed a merger agreement by Thoma Bravo that will result in AMICAS becoming a private company. AMICAS supports the proposed transaction which it believes is a win-win-win that provides compelling value for our shareholders, customers and employees. Thoma Bravo is paying $5.35 per share, in cash, with no financing contingency.

2.	Was AMICAS seeking a merger?	No. We were not actively “shopping” AMICAS to potential suitors — we have been very focused on building a great company. We plan to remain focused on doing just that. Thoma Bravo approached the AMICAS Board of Directors with an unsolicited offer a few months ago. As a publicly held company, the AMICAS Board of Directors has a fiduciary responsibility to entertain offers for the business on behalf of AMICAS shareholders. The AMICAS Board of Directors worked with industry experts and investment bankers to determine an appropriate valuation for the company, and has accepted the offer from Thoma Bravo after determining that the offer was a fair price for, and would be well received by, AMICAS shareholders.

3.	What are the terms of the deal? What do AMICAS’ shareholders gain from this?	Under the terms of the agreement, AMICAS’ shareholders will receive $5.35 in cash for each share of AMICAS common stock they hold, representing a premium of approximately 24 percent over AMICAS’ average closing share price for the 30 trading days prior to the execution and public announcement of the transaction.

		The board of directors of AMICAS has approved the merger agreement and resolved to recommend that AMICAS’ shareholders adopt the agreement.

4.	What happens next?	In order to become final, our shareholders must approve the transaction at a special meeting of the shareholders. In the coming weeks, AMICAS will file with the SEC a preliminary proxy statement relating to the special meeting. This proxy statement will contain information about the transaction, will solicit proxies and will be available to the public. Once the SEC review is completed, a “definitive” proxy statement will be filed with the SEC and mailed to shareholders. Shareholders will then vote on the transaction either in person at the special meeting or by proxy. If the merger agreement is approved by our shareholders at the special meeting, and all of the other closing conditions are met, the transaction can be closed.

		Between now and closing nothing will change from a business standpoint. We will operate the business as usual as a publicly-traded company. We need to continue to remain focused on operating solely in the best interest of AMICAS, our customers, and our current shareholders.

5.	Did AMICAS do this because it was in financial trouble?	No! Our business is performing well with no debt and over $40M in cash as of September 30, 2009. We’ve had record bookings for 5 of the last 6 quarters and we’ve done some great work combining AMICAS and Emageon in 2009. We have very strong operating cash flow as well. The


		Board of Directors determined that this was the best outcome for AMICAS current shareholders at this time.

6.	What does this mean in regards to my relationship with AMICAS on a day to day basis?	In many ways, it is easiest to simply think of this as a change in ownership — Thoma Bravo will own AMICAS instead of the many public shareholders we have now. Our business and leadership will remain the same...we will still be AMICAS!

7.	How and when will AMICAS be integrated?	Thoma Bravo is a financial institution — they do not have developers, customer support people, accountants or salespeople — and so there will be no “integration” as we experienced when AMICAS merged with Emageon. We do not expect major changes to our organizational or leadership structure as a result of this transaction and therefore don’t expect many changes to AMICAS as a whole. Until the required regulatory and shareholder approvals are obtained and the transaction closes, which is currently expected to occur in the late part of the first quarter in 2010, Thoma Bravo and AMICAS will work together to the extent permitted under applicable law to plan for 2010 and beyond.

8.	Will there be any changes to the AMICAS offices?	We do not have any plans to change our office presence in Boston, Daytona Beach, Hartland, or Ottawa.

9.	Is there any provision in the deal to keep AMICAS’ top executives in place for a period of time?	We do not contemplate major changes to our leadership structure as a result of this transaction and there is a strong commitment from the AMICAS leadership team to continue being part of this building of a great company.

10.	How does this deal benefit AMICAS and their customers?	This transaction will better position AMICAS to continue our position as the leading independent provider of image and information management solutions in healthcare. The new ownership structure will remove a significant amount of expense and distraction attributable to being a public company and allow us to build stronger platforms that grow as the needs of our customer’s requirements evolve and enable us to better serve our 1,000+ customers across the country. As documented on their website, Thoma Bravo’s “...strategy in the software industry is centered on the Thoma Bravo“buy and build” approach. We look to partner with management teams that have the vision to be leading consolidators in their industries and with companies that have the size and scale to be strong platform companies. Each of our software portfolio companies operates independently, and their management teams work in close partnership with Thoma Bravo to enhance organic growth and implement consolidation acquisition plans.”

11.	Who is Thoma Bravo?	Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 28 years. The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth. Through a series of private equity funds, Thoma Bravo currently manages approximately $2.5 billion of equity capital. In the software industry, Thoma Bravo has completed 43 acquisitions across 13 platform companies with total annual earnings in excess of $600 million.

12.	How does AMICAS fit in with Thoma Bravo’s portfolio?	AMICAS will be Thoma Bravo’s 14th software platform investment. Thoma Bravo has a history of growing revenue and increasing the profitability of its portfolio companies through organic growth and consolidation. AMICAS will serve as its first independent healthcare investment and will be a


						platform for them to build on in partnership with us. Again, Thoma Bravo’s strategy in the software industry is centered on their “buy and build” approach. They partner with management teams that have the vision to be leading consolidators in their industries and with companies that have the size and scale to be strong platform companies. They believe that AMICAS is exactly that for the healthcare information technology space. Each of their software portfolio companies operates independently, and their management teams work in close partnership with Thoma Bravo to enhance organic growth and implement consolidation acquisition plans.

Frequently Asked Questions (Customers):

Top Graphic:

AMICAS to become a private company

Learn more about AMICAS and Thoma Bravo

AMICAS will continue our position as the leading independent provider of image and information management solutions in healthcare in partnership with Thoma Bravo.

AMICAS has signed a merger agreement with Thoma Bravo that will result in AMICAS becoming a private company. AMICAS supports the proposed transaction, which it believes is a win-win-win that provides compelling value for our shareholders, customers, and employees.

We believe that the transaction will enable us to bring renewed focus to our business, our solutions, our customers, and our employees, while developing a strong platform for continued success. Thoma Bravo has an excellent reputation and has a long history of partnering with existing management teams to build industry leading companies.

AMICAS represents Thoma Bravo’s 14th platform investment in the software industry, and their goal is to work with existing management and employees to build the company into the industry leading independent provider of healthcare imaging technology.

- - - - -

JOIN US.

Questions? Contact Paul Merrild, senior vice president of marketing and business development at AMICAS, by e-mail atpaul.merrild@amicas.com or by phone at 617.779.7704.

Information regarding the solicitation of proxies

In connection with the proposed transaction, AMICAS will file a proxy statement and relevant documents concerning the proposed transaction with the SEC relating to the solicitation of proxies to vote at a special meeting of stockholders to be called to approve the proposed transaction. The definitive proxy statement will be mailed to the stockholders of the company in advance of the special meeting. Shareholders of AMICAS are urged to read the proxy statement and other relevant materials when they become available because they will contain important information about AMICAS and the proposed transaction. Shareholders may obtain a free copy of the proxy statement and any other relevant documents filed by AMICAS with the SEC (when available) at the SEC’s Web site at www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by AMICAS by contacting AMICAS Investor Relations by e-mail at colleen.mccormick@amicas.com or by phone at 617.779.7892.

AMICAS and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from AMICAS shareholders in respect of the proposed transaction. Information about the directors and executive officers of AMICAS and their respective interests in AMICAS by security holdings or otherwise is set forth in its proxy statements and Annual Reports on Form 10-K, previously filed with the SEC. Investors may obtain additional information regarding the interest of the participants by reading the proxy statement regarding the acquisition when it becomes available. Each of these documents is, or will be, available for free at the SEC’s Web site at www.sec.gov and at the AMICAS Investor Relations Web site at www.amicas.com/investorrelations.

Amicas (AMCS) Inactive DEFA14AAdditional proxy soliciting materials