UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2007
The TriZetto Group, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-27501 | | 33-0761159 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
567 San Nicolas Drive, Suite 360, Newport Beach, California 92660
(Address of principal executive offices)
949-719-2200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On April 12, 2007, The TriZetto Group, Inc. (the “Company”) issued a press release announcing the pricing of $200 million aggregate principal amount of convertible senior notes due 2012 to be offered by the Company to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. In addition, TriZetto announced that the initial purchasers exercised their option to purchase an additional $30 million principal amount of the notes to cover over-allotments in full, bringing the total principal amount of notes to be sold to $230 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The notes and the underlying common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.
Item 9.01. Exhibits.
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | Press release dated April 12, 2007 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | THE TRIZETTO GROUP, INC. |
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| Date: April 12, 2007 | | | | By: | | /s/ James C. Malone |
| | | | | | | | James C. Malone Executive Vice President and Chief Financial Officer |
