UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 1, 2006 (May 30, 2006)
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-19364
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62-1117144 |
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| (State or Other Jurisdiction of
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(Commission
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(IRS Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 3841 Green Hills Village Drive
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| Nashville, Tennessee
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37215 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s telephone number, including area code)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 30, 2006, Healthways, Inc. (“Healthways”) announced that it had entered into an
Agreement and Plan of Merger, dated as of May 30, 2006 (the “Merger Agreement”), with LifeMasters
Supported SelfCare, Inc. (“LifeMasters”), pursuant to which LifeMasters will merge with and into a
wholly owned subsidiary of Healthways (the “Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger, all outstanding capital
stock, options and warrants to purchase capital stock of LifeMasters will be converted into the
right to receive a pro rata portion of the merger consideration, which will be approximately
$307,500,000, subject to adjustment for indebtedness at closing and a working capital adjustment
(the “Purchase Price”). A portion of the Purchase Price equal to $23,625,000 will be held in escrow
(the “Escrow Amount”) for a period of 12 months following the closing of the Merger to satisfy any
potential indemnification claims which may be made by Healthways under the terms of the Merger
Agreement. An additional $500,000 will be held in escrow to cover any costs or expenses of
LifeMasters’ shareholder representative under the Merger Agreement.
The Merger has been approved by the Boards of Directors of both Healthways and LifeMasters. In
addition, LifeMasters has received written consents from shareholders holding the requisite number
of shares of capital stock to approve the Merger. The consummation of the Merger is subject to
regulatory approval and other customary closing conditions, including Hart-Scott-Rodino antitrust
review. The parties have made customary representations, warranties and covenants in the Merger
Agreement, and the Merger Agreement also contains certain termination rights for both Healthways
and LifeMasters.
Item 7.01 Regulation FD Disclosure
A copy of Healthways’ press release, dated May 30, 2006, announcing the execution of the
Merger Agreement, is furnished with this Current Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release, dated May 30, 2006.