UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): | | June 2, 2008 |
MedAssets, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33881 | | 51-0391128 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 100 North Point Center E, Suite 200, Alpharetta, Georgia | | | | 30022 |
| (Address of principal executive offices) | | | | (Zip Code) |
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Registrant’s telephone number, including area code: | | 678-323-2500 |
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)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K (the “Original 8-K”) of MedAssets, Inc. (“MedAssets”) filed with the Securities and Exchange Commission on June 3, 2008. The Original 8-K reported MedAssets’ completion of its acquisition of Accuro Healthcare Solutions, Inc. (“Accuro”). This report provides the financial statements and pro forma financial information required under Item 9.01 of Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The audited consolidated balance sheets as of December 31, 2007 and 2006; audited consolidated statements of operations, cash flows and members’ deficit for each of the years ended December 31, 2007, 2006 and 2005; unaudited consolidated balance sheet as of March 31, 2008; unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2008 and 2007; unaudited consolidated statements of members’ deficit for the three months ended March 31, 2008 and related notes of Accuro are filed herewith as Exhibit 99.1 to this Amendment No. 1.
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed balance sheet as of March 31, 2008; unaudited pro forma combined condensed statement of income for the three months ended March 31, 2008 and for the year ended December 31, 2007; and related notes of MedAssets prepared to give pro forma effect to the acquisition of Accuro are filed herewith as Exhibit 99.2 to this Amendment No. 1.
(d) Exhibits
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Exhibit Number | | Description |
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| 23.1 | | Consent of PricewaterhouseCoopers, independent accountants |
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| 99.1 | | Audited consolidated balance sheets as of December 31, 2007 and 2006; audited consolidated statements of operations, cash flows and members’ deficit for each of the years ended December 31, 2007, 2006 and 2005; unaudited consolidated balance sheet as of March 31, 2008; unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2008 and 2007; unaudited consolidated statements of members’ deficit for the three months ended March 31, 2008 and related notes of Accuro |
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| 99.2 | | Unaudited pro forma combined condensed balance sheet as of March 31, 2008; unaudited pro forma combined condensed statement of income for the three months ended March 31, 2008 and for the year ended December 31, 2007; and related notes of MedAssets prepared to give pro forma effect to the acquisition of Accuro |
SIGNATURES
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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| | | | | | MedAssets, Inc. |
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| Date: August 13, 2008 | | | | By: | | /s/ L. Neil Hunn |
| | | | | | Name: L. Neil Hunn Title: Executive Vice President and Chief Financial Officer |
Index to Exhibits
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Exhibit No. | | Description |
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| 23.1 | | Consent of PricewaterhouseCoopers, independent accountants |
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| 99.1 | | Audited consolidated balance sheets as of December 31, 2007 and 2006; audited consolidated statements of operations, cash flows and members’ deficit for each of the years ended December 31, 2007, 2006 and 2005; unaudited consolidated balance sheet as of March 31, 2008; unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2008 and 2007; unaudited consolidated statements of members’ deficit for the three months ended March 31, 2008 and related notes of Accuro |
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| 99.2 | | Unaudited pro forma combined condensed balance sheet as of March 31, 2008; unaudited pro forma combined condensed statement of income for the three months ended March 31, 2008 and for the year ended December 31, 2007; and related notes of MedAssets prepared to give pro forma effect to the acquisition of Accuro |
