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MEDASSETS INC Form 8-K: Current report

MEDASSETS INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2016-01-27: Form 8-K; Period of report 2016-01-27; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
  • 2016-01-14: Form 8-K; Period of report 2016-01-14; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
  • 2015-12-09: Form 8-K; Period of report 2015-12-09; Description 8.01 Other Events; Details 8.01.
  • 2015-11-04: Form 8-K; Period of report 2015-11-04; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-01-278-K2016-01-271.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
1.02 Satisfaction and Discharge of Indenture.
2.01 On January 27, 2016, Parent completed the acquisition of the Company.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
3.01 In connection with the consummation of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on January 27, 2016 that, at the effective time of the Merger, each share of Company Common Stock (other than the Excluded Shares) was cancelled and converted into the right to receive the Merger Consideration.
3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
5.01 The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
5.03 At the effective time of the Merger, the certificate of incorporation of the Company in effect as of immediately prior to the effective time of the Merger was amended and restated, and the bylaws of Merger Sub, as in effect as of immediately prior to the effective time of the Merger, became the by-laws of the Company, in each case in accordance with the terms of the Merger Agreement.
d87152d8k.htm
2016-01-148-K2016-01-145.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 A Special Meeting of Stockholders (the “Special Meeting”) of MedAssets, Inc. (the “Company”) was held on January 14, 2016 to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 1, 2015 (the “Merger Agreement”), by and among Magnitude Parent Holdings, LLC (“Parent”), Magnitude Acquisition Corp. (“Merger Sub”) and the Company, which provides, subject to the satisfaction or waiver of the conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company and an indirect wholly owned subsidiary of Parent.
8.01 On January 14, 2016, the Company issued a press release regarding stockholder approval of the Merger Agreement and certain related matters.
f8k_011416.htm
2015-12-098-K2015-12-098.01 Other Events8.01 On December 9, 2015, MedAssets, Inc. (the “Company”) issued a press release announcing that, on December 8, 2015, the U.S. Federal Trade Commission granted early termination of the waiting period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed acquisition of the Company by an affiliate of Pamplona Capital Management LLP.gff8k_120915.htm
2015-11-048-K2015-11-048.01 Other Events8.01 On November 4, 2015, MedAssets, Inc. (the “Company”) made certain information available to its employees addressing frequently asked questions (FAQs) relating to the proposed acquisition of the Company by an affiliate of Pamplona Capital Management LLP (the “Merger”).d43699d8k.htm
2015-11-028-K2015-11-028.01 Other Events8.01 On November 2, 2015, the Company distributed a letter from the Company’s Chairman and Chief Executive Officer, R. Halsey Wise, to the Company’s employees regarding the proposed acquisition of the Company by an affiliate of Pamplona Capital Management LLP.d91216d8k.htm
2015-11-028-K2015-11-011.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 On November 1, 2015, MedAssets, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Magnitude Parent Holdings, LLC, a Delaware limited liability company (“Parent”), and Magnitude Acquisition Corp., a Delaware corporation (“Merger Sub”).
5.03 On November 1, 2015, the Board approved an amendment (the “Amendment”) to the Bylaws of the Company (the “Bylaws”), effective immediately upon adoption by the Board, to add a new Article VIII, Section 9, providing that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the DGCL, the certificate of incorporation of the Company or the By-Laws (in each case, as may be amended from time to time); (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine; or (v) any other internal corporate claim as defined in Section 115 of the DGCL or any successor provision, shall be in the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, subject to the court’s having personal jurisdiction over the indispensable parties named therein.
8.01 On November 2, 2015, the Company and Sponsor issued a joint press release announcing entry into the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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2015-11-028-K2015-11-022.02 Results of Operations and Financial Condition2.02 On November 2, 2015, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter and nine months ended September 30, 2015.document.htm
2015-09-308-K2015-09-282.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments; 7.01 Regulation FD Disclosure2.05 On September 28, 2015, MedAssets, Inc. (the “Company”) committed to implementing a cost reduction program in order to improve operating efficiency and align its cost structure commensurate with expected future net revenue.
2.06 On September 28, 2015, the Company determined that it will eliminate certain products within the Revenue Cycle Management segment and will reallocate its resources to invest for future growth.
7.01 As previously disclosed, the Company is engaged in a multi-year transformation and value creation plan, and is assessing, analyzing and evaluating all aspects of its business to continue to deliver measurable and sustainable customer value, improve growth and profitability, and create long-term shareholder value.
gff8k_093015.htm
2015-09-088-K2015-09-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On September 8, 2015, MedAssets, Inc. (the "Company") announced that Mr. Frederick A. Hessler has been appointed by the Company's Board of Directors to serve as a Class I director of the Company.
8.01 The Company issued a press release on September 8, 2015 announcing the appointment of Mr. Hessler to the Board of Directors and that Messrs.
document.htm
2015-08-048-K2015-08-047.01 Regulation FD Disclosure7.01 MedAssets, Inc. (“MedAssets” or the “Company”) received verbal notification on July 30, 2015 and written confirmation on August 4, 2015, from Tenet Healthcare (“Tenet”) that the Company’s supply chain solutions agreement (“SCS Agreement”) with Tenet will not be renewed following its scheduled expiration on January 31, 2016.gff8k_080415.htm
2015-07-298-K2015-07-292.02 Results of Operations and Financial Condition2.02 On July 29, 2015, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter and six months ended June 30, 2015.document.htm
2015-06-228-K2015-06-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On June 22, 2015, MedAssets, Inc. (the “Company”) announced that Mr. Kevin M. Twomey has been appointed by the Company’s Board of Directors to serve as a Class III director of the Company.
8.01 The Company issued a press release on June 22, 2015 announcing the appointment of Mr. Twomey to the Board of Directors.
d945504d8k.htm
2015-06-158-K2015-06-115.07 Submission of Matters to a Vote of Security Holders5.07 The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of MedAssets, Inc. (the “Company”) was held on June 11, 2015.d939600d8k.htm
2015-04-298-K2015-04-292.02 Results of Operations and Financial Condition2.02 On April 29, 2015, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the quarter ended March 31, 2015.document.htm
2015-04-238-K2015-04-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 The Board of Directors (the “Board”) of MedAssets, Inc. (the “Company”) has determined to move one of the Company’s directors from Class II into Class III to achieve a more equal balance of membership among the Company’s classes of directors, in accordance with the terms of the Company’s amended and restated certificate of incorporation.d914291d8k.htm
2015-03-178-K2015-03-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On March 17, 2015, MedAssets, Inc. (the “Company”) issued a press release announcing that Mr. Charles O. Garner, the Company’s Executive Vice President and Chief Financial Officer, has been promoted to a newly created leadership position of Executive Vice President and Chief Strategy and Transformation Officer, effective immediately.
7.01 A copy of the press release issued by the Company announcing the promotion of Mr. Garner and the appointment of Mr. Colaluca is attached hereto as Exhibit 99.1.
d890082d8k.htm
2015-02-178-K2015-02-172.02 Results of Operations and Financial Condition2.02 On February 17, 2015, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the fourth quarter and year ended December 31, 2014.document.htm
2015-02-178-K2015-02-178.01 Other Events8.01 On February 17, 2015, MedAssets, Inc. (the "Company") issued a press release announcing that its Board of Directors (the "Board") authorized an extension to the Company's existing stock repurchase plan (the "Original Repurchase Plan") until February 29, 2016 and increased the total dollar amount available for the repurchase of shares of the Company's common stock to $100 million subject to certain restrictions under the Company's credit agreement and bond indenture.document.htm
2015-02-178-K2015-02-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On February 17, 2015, MedAssets, Inc. (the “Company”) issued a press release announcing that Mr. John A. Bardis resigned as the Chairman of the Company’s Board of Directors (the “Board”) and Chief Executive Officer for personal reasons effective immediately.
7.01 A copy of the press release issued by the Company announcing the resignation of Mr. Bardis and the appointment of Mr. Wise is attached hereto as Exhibit 99.1.
f8k_021715.htm
2015-01-138-K2015-01-132.02 Results of Operations and Financial Condition2.02 , the information incorporated by reference herein, and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filing.d850716d8k.htm
2015-01-068-K2014-12-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective December 31, 2014, Mr. Keith L. Thurgood resigned from the position of President, Spend and Clinical Resource Management Segment of MedAssets, Inc. (the “Company”).d845470d8k.htm
2014-12-108-K2014-12-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On December 10, 2014, MedAssets, Inc. (the “Company”) announced that Mr. Michael P. Nolte has been appointed by the Company’s Board of Directors (the “Board”) to serve as the Company’s President, effective December 4, 2014.
8.01 The Company issued a press release on December 10, 2014 announcing the appointment of Mr. Nolte as the Company’s President and member of the Company’s Board.
d835318d8k.htm
2014-10-298-K2014-10-292.02 Results of Operations and Financial Condition2.02 On October 29, 2014, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter and nine months ended September 30, 2014.document.htm
2014-09-228-K2014-09-222.01 Completion of Acquisition or Disposition of Assets2.01 On August 13, 2014, MedAssets, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Michael A. Sachs (“Sachs”), Michael J. Burke (“Burke”), Michael A. Sachs Charitable Remainder Unitrust (“Sachs Trust”), Michael J. Burke Trust Dated September 5, 2002 (“Burke Trust”), SG-2 Management, LLC (“Mgmt”), SG-2 Management B, LLC (“Mgmt B” and, together with Sachs, Burke, Sachs Trust, Burke Trust and Mgmt, collectively, the “Sellers”), Sachs, in his capacity as the Sellers’ Representative and SG-2, LLC (“SG-2”).d792617d8k.htm
2014-09-128-K2014-09-082.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 On September 8, 2014, MedAssets, Inc. (the “Company”) entered into a First Increase Joinder to Credit Agreement, dated as of September 8, 2014, by and among the Company and the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Bank of America, N.A., as Swing Line Lender, Deutsche Bank Securities Inc., as Syndication Agent, and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., SunTrust Robinson Humphrey, Inc., Raymond James Bank, FSB and Fifth Third Bank, as Co-Documentation Agents (the “First Increase Joinder”) to that certain credit agreement, dated as of December 13, 2012 by and among the Company, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and LIC Issuer, Bank of America, N.A., as Swing Line Lender, Deutsche Bank Securities Inc., as Syndication Agent, and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., SunTrust Robinson Humphrey, Inc., Raymond James Bank, FSB and Fifth Third Bank, as Co-Documentation Agents (as amended, restated, modified or supplemented from time to time prior to the date hereof) (the “Credit Agreement”).d788257d8k.htm
2014-08-138-K2014-08-131.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 13, 2014, MedAssets, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Michael A. Sachs (“Sachs”), Michael J. Burke (“Burke”), Michael A. Sachs Charitable Remainder Unitrust (“Sachs Trust”), Michael J. Burke Trust Dated September 5, 2002 (“Burke Trust”), SG-2 Management, LLC (“Mgmt”), SG-2 Management B, LLC (“Mgmt B” and, together with Sachs, Burke, Sachs Trust, Burke Trust and Mgmt, collectively, the “Sellers”), Sachs, in his capacity as the Sellers’ Representative and SG-2, LLC (“SG-2”).
7.01 On August 13, 2014, the Company issued a press release announcing the execution of the Purchase Agreement, a copy of which is furnished as Exhibit 99.1.
d773113d8k.htm
2014-07-308-K2014-07-302.02 Results of Operations and Financial Condition2.02 On July 30, 2014, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter and six months ended June 30, 2014.document.htm
2014-06-138-K2014-06-125.07 Submission of Matters to a Vote of Security Holders5.07 The 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of MedAssets, Inc, (the “Company”) was held on June 12, 2014.d742195d8k.htm
2014-05-208-K2014-05-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Mr. Samuel K. Skinner, a member of MedAssets’ (the “Company”) Board of Directors (the “Board”) and Compensation and Governance and Nominating Committees of the Board, has informed the Board of his resignation effective immediately.d730475d8k.htm
2014-04-308-K2014-04-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Mr. John C. Rutherford, a member of MedAssets’ (the “Company”) Board of Directors (the “Board”) and the Audit Committee of the Board, has informed the Board that he plans to retire and will not stand for re-election at the Company’s Annual Meeting of Stockholders on June 12, 2014 (the “2014 Annual Meeting”).d716560d8k.htm
2014-04-308-K2014-04-302.02 Results of Operations and Financial Condition2.02 On April 30, 2014, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the first quarter ended March 31, 2014.document.htm
2014-03-138-K2014-03-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On March 7, 2014, MedAssets, Inc. (the "Company") elected Mr. R. Halsey Wise as a Class I director of the Company.
8.01 The Company issued a press release on March 13, 2014 announcing the election of Mr. Wise to the Board of Directors.
document.htm
2014-02-268-K2014-02-268.01 Other Events8.01 On February 26, 2014, MedAssets, Inc. (the "Company") issued a press release announcing that its Board of Directors authorized a stock repurchase program of up to $75 million of the Company's common stock.document.htm
2014-02-268-K2014-02-262.02 Results of Operations and Financial Condition2.02 On February 26, 2014, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the fourth quarter and fiscal year ended December 31, 2013.document.htm
2013-10-308-K2013-10-302.02 Results of Operations and Financial Condition2.02 On October 30, 2013, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter and nine months ended September 30, 2013.a50740552.htm
2013-10-038-K2013-09-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Mr. Gregory A. Strobel, President of the Revenue Cycle Management Segment of MedAssets, Inc. (the “Company”), tendered his resignation to the Company on September 30, 2013.d608692d8k.htm
2013-07-318-K2013-07-312.02 Results of Operations and Financial Condition2.02 On July 31, 2013, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter ended June 30, 2013.a50682242.htm
2013-06-148-K2013-06-135.07 Submission of Matters to a Vote of Security Holders5.07 The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of MedAssets, Inc, (the “Company”) was held on June 13, 2013.d552176d8k.htm
2013-05-018-K2013-05-012.02 Results of Operations and Financial Condition2.02 On May 1, 2013, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the first quarter ended March 31, 2013.a50622898.htm
2013-04-028-K2013-04-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On April 1, 2013, MedAssets, Inc. (the "Company") elected Ms. Carol J. Zierhoffer as a Class II director of the Company.
8.01 The Company issued a press release on April 2, 2013 announcing the election of Ms. Zierhoffer to the Board of Directors.
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2013-02-208-K2013-02-202.02 Results of Operations and Financial Condition2.02 On February 20, 2013, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the fourth quarter and fiscal year ended December 31, 2012.a50570840.htm
2012-12-188-K2012-12-132.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 On December 13, 2012, MedAssets, Inc. (the “Company”) entered into a Credit Agreement with the banks and other financial institutions named therein (the “Lenders”), JPMorgan Chase Bank, N.A., acting as administrative agent and collateral agent for the Lenders and letter of credit issuer, and Bank of America, N.A., acting as swing line lender (the “Credit Agreement”).d454417d8k.htm
2012-10-308-K2012-10-302.02 Results of Operations and Financial Condition2.02 On October 30, 2012, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter ended September 30, 2012.a50459434.htm
2012-08-018-K2012-08-012.02 Results of Operations and Financial Condition2.02 On August 1, 2012, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter ended June 30, 2012.a50363004.htm
2012-06-218-K2012-06-215.07 Submission of Matters to a Vote of Security Holders5.07 The 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of MedAssets, Inc, (the “Company”) was held on June 21, 2012.d367837d8k.htm
2012-05-028-K2012-05-022.02 Results of Operations and Financial Condition2.02 On May 2, 2012, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the first quarter ended March 31, 2012.a50262224.htm
2012-04-248-K2012-04-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 Mr. Allen W. Hobbs, Executive Vice President of Enterprise Sales of MedAssets, Inc. (the “Company”) has tendered his resignation to the Company, effective May 4, 2012.
8.01 On April 19, 2012, the Board of Directors (the “Board”) of MedAssets, Inc. (the “Company”) appointed Mr. John C. Rutherford, a current independent member of the Company’s Board, to fill the previously reported vacancy on our Audit Committee, effective immediately.
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2012-04-028-K2012-03-303.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On March 30, 2012, the Nasdaq Stock Market LLC (“Nasdaq”) notified MedAssets, Inc. (the “Company”) that following the resignation of Ms. Samantha Trotman Burman on March 9, 2012 from the Company’s board of directors (the “Board”), the Company no longer complies with Nasdaq’s audit committee requirement to have a minimum of three independent directors on the audit committee as set forth in Nasdaq Listing Rule 5605(c)(2)(a).d326539d8k.htm
2012-03-128-K2012-03-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On March 12, 2012, MedAssets, Inc. (the “Company”) announced that Mr. Michael P. Nolte has been appointed by the Company’s Board of Directors (the “Board”) to serve as the Company’s Executive Vice President and Chief Operating Officer, effective immediately.
7.01 The Company is disclosing under Item 7.01 of this Current Report on Form 8-K information contained in the press release announcing the appointments and other events filed as Exhibit 99.1 to this report.
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2012-02-238-K2012-02-232.02 Results of Operations and Financial Condition2.02 On February 23, 2012, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the fourth quarter and year ended December 31, 2011.a50179960.htm
2012-01-238-K2012-01-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 19, 2012, MedAssets, Inc. (“Company”) entered into an employment agreement with Allen W. Hobbs (the “Hobbs Agreement”), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.d286355d8k.htm
2011-11-038-K2011-11-032.02 Results of Operations and Financial Condition2.02 On November 3, 2011, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter ended September 30, 2011.a50056473.htm
2011-09-308-K2011-09-298.01 Other Events8.01 The information included in this Current Report on Form 8-K affects disclosures related to segment results and clarifies certain other disclosures as noted below, and does not in any way restate or revise the financial position, results of operations, cash flows or stockholders’ equity in any previously reported Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) or Consolidated Statements of Cash Flows of MedAssets, Inc. (the “Company”) contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”) filed on March 1, 2011.x27565b1e8vk.htm
2011-09-078-K2011-09-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) and (e) On September 6, 2011, MedAssets, Inc. and MedAssets Services LLC (collectively, the “Company”) entered into a separation and release agreement (the “Separation Agreement”) with L. Neil Hunn, the President of Revenue Cycle Technology, that will allow Mr. Hunn to pursue other career opportunities.d8k.htm
2011-08-238-K2011-08-238.01 Other Events8.01 On August 23, 2011, MedAssets, Inc. (the "Company") issued a press release announcing that its Board of Directors authorized a stock repurchase program of up to $25 million of the Company’s common stock.a6837548.htm
2011-08-018-K2011-08-012.02 Results of Operations and Financial Condition2.02 On August 1, 2011, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter ended June 30, 2011.a6814272.htm
2011-05-268-K2011-05-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 On May 26, 2011, Mr. Patrick T. Ryan, a member of the Board of Directors (the “Board”) of MedAssets, Inc. (the “Company”), announced his resignation from the Board and the Company.
5.07 The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 26, 2011.
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2011-05-138-K2011-05-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 MedAssets, Inc. (the “Company”) previously reported in its 2011 Definitive Proxy Statement on Form DEF 14A filed on May 2, 2011 that certain NEO discretionary cash bonus amounts related to 2010 performance were not determinable at the time of filing.g27243e8vk.htm
2011-05-068-K2011-05-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 MedAssets, Inc. (the “Company”) previously entered into employment agreements with certain of its executive officers on terms and conditions that the Company’s historical Compensation Committee of the Board of Directors (the “Board”) determined were necessary and advisable for the long-term retention of these key executives, particularly in the event of a change in control of the Company.g27137e8vk.htm
2011-05-048-K2011-05-042.02 Results of Operations and Financial Condition2.02 On May 4, 2011, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the first quarter ended March 31, 2011.a6710019.htm
2011-02-248-K2011-02-248.01 Other Events8.01 Beginning with the first quarter of fiscal year 2011, MedAssets, Inc. (the “Company”) will report the results of its decision support services (“DSS”) operating unit in its Spend and Clinical Resource Management reporting segment.a6625432.htm
2011-02-248-K2011-02-242.02 Results of Operations and Financial Condition2.02 On February 24, 2011, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the fourth quarter and year ended December 31, 2010.a6625080.htm
2011-01-218-K/A2010-11-169.01 Financial Statements and Exhibits9.01 (b) Pro forma financial information.g25815e8vkza.htm
2011-01-108-K2011-01-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 4, 2011, MedAssets, Inc. (the “Company”) announced that Mr. L. Neil Hunn, the Company’s Executive Vice President and Chief Financial Officer, who has also been serving as President of Revenue Cycle Technology since January 2010, will assume this operational leadership position on a full-time basis effective April 1, 2011 following a three-month transition period of the CFO role.g25736e8vk.htm
2010-11-198-K2010-11-162.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.01 On September 14, 2010, MedAssets, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Broadlane Holdings, LLC, a Delaware limited liability company (“Broadlane LLC”), and Broadlane Intermediate Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Broadlane LLC (“Broadlane Holdings”), pursuant to which, among other things, the Company would acquire all of the outstanding shares of capital stock (the “Shares”) of Broadlane Holdings (the “Acquisition”) from Broadlane LLC.
2.03 On November 16, 2010, in connection with the closing of the Acquisition, the Company entered into a Credit Agreement (the “Credit Agreement”) and closed a previously disclosed private placement offering of senior notes due 2018.
5.02 The information provided in Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference.
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2010-11-158-K2010-11-157.01 Regulation FD Disclosure7.01 The Company is disclosing under Item 7.01 of this Current Report on Form 8-K information included as Exhibit 99.1.g25277e8vk.htm
2010-11-038-K2010-11-037.01 Regulation FD Disclosure; 8.01 Other Events7.01 In connection with the Notes Offering (as defined in Item 8.01), MedAssets, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1.
8.01 On November 3, 2010, the Company announced that it plans to issue an aggregate principal amount of up to $360 million of senior notes due 2018 (the “Notes”) in a private placement (the “Notes Offering”).
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2010-10-288-K2010-10-277.01 Regulation FD Disclosure7.01 MedAssets, Inc. (the “Company”) is hereby disclosing certain financial information (attached in Exhibit 99.1 and 99.2 and incorporated herein by reference) of Broadlane Intermediate Holdings,Inc. (“Broadlane Intermediate Holdings”) in connection with the Company’s proposed acquisition of Broadlane Intermediate Holdings (the “Acquisition”) contemplated by the previously announced Stock Purchase Agreement, dated as of September 14, 2010, by and among the Company, Broadlane Holdings, LLC, a Delaware limited liability company (“Broadlane LLC”), and Broadlane Intermediate Holdings, a Delaware corporation and a wholly-owned subsidiary of Broadlane LLC.g24994e8vk.htm
2010-10-278-K2010-10-272.02 Results of Operations and Financial Condition2.02 On October 27, 2010, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter and nine months ended September 30, 2010.a6486184.htm
2010-10-048-K2010-10-047.01 Regulation FD Disclosure7.01 MedAssets, Inc. (the “Company”) is hereby disclosing certain financial information (attached in Exhibit 99.1 and incorporated herein by reference) with respect to Broadlane Intermediate Holdings, Inc. (“Broadlane Intermediate Holdings”) in connection with the Company’s acquisition of Broadlane Intermediate Holdings (the “Acquisition”) contemplated by the previously announced Stock Purchase Agreement, dated as of September 14, 2010, by and among the Company, Broadlane Holdings, LLC, a Delaware limited liability company (“Broadlane LLC”), and Broadlane Intermediate Holdings, a Delaware corporation and a wholly-owned subsidiary of Broadlane LLC.g24798e8vk.htm
2010-09-208-K2010-09-141.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
3.02 As described in Item 1.01 hereto, the Company, Broadlane LLC and Broadlane Holdings have entered into a Purchase Agreement pursuant to which the Company may, in certain situations, issue Common Stock to Broadlane LLC and/or to the holder of the Note.
7.01 On September 14, 2010, the Company issued a press release announcing the execution of the Purchase Agreement, a copy of which is furnished as Exhibit 99.1.
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2010-08-048-K2010-08-042.02 Results of Operations and Financial Condition2.02 On August 4, 2010, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter and six months ended June 30, 2010.a6385473.htm
2010-05-278-K2010-05-275.07 Submission of Matters to a Vote of Security Holders5.07 The 2010 Annual Meeting of Stockholders of MedAssets, Inc. (the “Company”) was held on May 27, 2010.g23604e8vk.htm
2010-04-298-K2010-04-292.02 Results of Operations and Financial Condition2.02 On April 29, 2010, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the three months ended March 31, 2010.a6270909.htm
2010-03-088-K2010-03-024.01 Changes in Registrant's Certifying Accountant4.01 On March 2, 2010, MedAssets, Inc. (the “Company”) dismissed BDO Seidman, LLP as independent registered public accounting firm for the Company.g22410e8vk.htm
2010-02-228-K2010-02-222.02 Results of Operations and Financial Condition2.02 On February 22, 2010, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the three months and year ended December 31, 2009.a6187056.htm
2009-11-198-K2009-11-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On November 16, 2009, MedAssets, Inc. (the "Company") adopted resolutions to expand the number of directors that constitute its Board of Directors ("Board") from eleven to twelve directors and elected Mr. Samuel K. Skinner as a Class II director of the Company.
8.01 The Company issued a press release on November 17, 2009 announcing the election of Mr. Skinner to the Board.
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2009-10-288-K2009-10-282.02 Results of Operations and Financial Condition2.02 On October 28, 2009, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the third quarter and nine months ended September 30, 2009.a6085551.htm
2009-08-038-K2009-08-032.02 Results of Operations and Financial Condition2.02 On August 3, 2009, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the second quarter and six months ended June 30, 2009.a6021018.htm
2009-05-298-K2009-05-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 27, 2009, D. Scott Mackesy, a member of the Board of Directors of MedAssets, Inc. (the "Company"), announced his resignation from the Board of Directors effective immediately.htm_32984.htm
2009-04-298-K2009-04-292.02 Results of Operations and Financial Condition2.02 On April 29, 2009, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the three months ended March 31, 2009.a5952082.htm
2009-03-248-K2009-03-248.01 Other Events8.01 MedAssets, Inc. (the "Company") intends to hold its Annual Meeting of Stockholders of the Company for 2009 ("2009 Annual Meeting") on or about May 28, 2009 at the Company's offices located at 200 North Point Center East, Suite 200, Alpharetta, Georgia.htm_31972.htm
2009-02-258-K2009-02-252.02 Results of Operations and Financial Condition2.02 On February 25, 2009, MedAssets, Inc. (the "Company") issued a press release describing financial results of the Company for the three months and year ended December 31, 2008.a5904668.htm
2009-02-028-K2009-01-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 29, 2009, Earl H. Norman, a member of the Board of Directors of MedAssets, Inc. (the "Company"), announced his retirement from the Board of Directors effective February 1, 2009.htm_31126.htm
2009-01-138-K2009-01-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 of this Form 8-K and the information incorporated by reference herein shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filing.
7.01 of this Form 8-K and the information incorporated by reference herein shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
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2009-01-088-K2009-01-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 5, 2009, the Compensation Committee of the Board of Directors of MedAssets, Inc. (the “Company”) granted equity awards totaling 3.6 million underlying shares to certain employees at a fair value of $14.74 per share, of which approximately 36% of the total grant was allocated to the Company’s named executive officers (or “NEOs”), under the Company’s new Long-Term Performance Incentive Plan (LTPIP).g17246e8vk.htm
2008-11-138-K2008-11-132.02 Results of Operations and Financial Conditiona5830762.htm
2008-08-138-K/A2008-06-029.01 Financial Statements and Exhibitsd8ka.htm
2008-08-138-K2008-08-132.02 Results of Operations and Financial Conditiona5755440.htm
2008-06-038-K2008-06-022.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventshtm_27506.htm
2008-05-288-K2008-05-221.01 Entry into a Material Definitive Agreementc73523e8vk.htm
2008-05-148-K2008-05-142.02 Results of Operations and Financial Conditiona5685521.htm
2008-04-308-K2008-04-291.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosurehtm_26919.htm
2008-04-308-K/A2008-04-291.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosureg13139e8vkza.htm
2008-03-208-K2008-03-192.02 Results of Operations and Financial Conditiona5638389.htm
2007-12-188-K2007-12-188.01 Other Eventshtm_24475.htm