1
|
NAME
OF REPORTING PERSON
HEALTH
SYSTEMS SOLUTIONS, INC.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEVADA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
4,612,716
(1)
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,612,716
(1)
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
(2)
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
(1)
|
Represents
the aggregate number of shares of common stock, par value $0.001 per share
(the “Common Stock”), of Emageon Inc., a Delaware corporation (the
“Issuer”), which the Reporting Persons (as defined in Item 2) are advised
are beneficially owned by Charles A. Jett, Keith Stahlhut, John W.
Wilhoite, Arthur P. Beattie, Roddy J. H. Clark, Fred C. Goad, Bradley S.
Karro, Mylle H. Mangum, Augustus K. Oliver, John W. Thompson, Benner
Ulrich, Hugh H. Williamson, III and Oliver Press Partners, LLC (the
“Stockholders”), each of whom entered into a Voting Agreement, dated as of
October 13, 2008 (each, a “Voting Agreement”), with Health Systems
Solutions, Inc., a Nevada corporation (“HSS”), and HSS Acquisition Corp.,
a Delaware corporation and wholly owned subsidiary of HSS (“Merger Sub”),
obligating the holder to vote such shares, among other things, in favor of
the proposed acquisition of the Issuer by HSS pursuant to the Merger
Agreement (as defined in Item 3) and related matters, and with respect to
which such persons granted certain representatives of HSS a proxy (each, a
“Proxy” and collectively, the “Proxies”) granting such HSS representatives
the right to vote on each such person’s behalf in favor of such
matters. For more information regarding the Issuer and
securities holdings of the persons named above, please see Schedule B
attached hereto. HSS expressly disclaims beneficial ownership
of all of the shares of Common Stock subject to the Voting Agreements and
the Proxies.
|
(2) |
Based
on 21,433,893 shares of Common Stock outstanding as of October 13, 2008,
based on information provided by the
Issuer.
|
1
|
NAME
OF REPORTING PERSON
HSS
ACQUISITION CORP.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
OO
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
4,612,716
(1)
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,612,716
(1)
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
(2)
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
(1)
|
Represents
the aggregate number of shares of Common Stock which the Reporting Persons
are advised are beneficially owned by the Stockholders, each of whom
entered into a Voting Agreement obligating the holder to vote such shares,
among other things, in favor of the proposed acquisition of the Issuer by
HSS pursuant to the Merger Agreement and related matters, and with respect
to which such persons granted certain representatives of HSS a Proxy
granting such HSS representatives the right to vote on each such person’s
behalf in favor of such matters. For more information regarding
the Issuer and securities holdings of the persons named above, please see
Schedule
B attached hereto. Merger Sub expressly disclaims
beneficial ownership of any of the shares of Common Stock subject to the
Voting Agreements and the Proxies.
|
(2) |
Based
on 21,433,893 shares of Common Stock outstanding as of October 13, 2008,
based on information provided by the
Issuer.
|
99.1
|
Joint
Filing Agreement, dated October 23, 2008, by and between Health Systems
Solutions, Inc. and HSS Acquisition Corp.
|
99.2
|
Agreement
and Plan of Merger, dated as of October 13, 2008, by and among Health
Systems Solutions, Inc., HSS Acquisition Corp. and Emageon
Inc.
|
99.3
|
Form
of Voting Agreement, dated October 13,
2008.
|
Dated: October
23, 2008
|
HEALTH
SYSTEMS SOLUTIONS, INC.
|
|
By:
|
/s/ Michael G. Levine | |
Name:
|
Michael G. Levine | |
Title:
|
Chief Financial Officer | |
HSS
ACQUISITION CORP.
|
||
By:
|
/s/ Michael G. Levine | |
Name:
|
Michael G. Levine | |
Title:
|
Chief Executive Officer |
Name
|
Principal
Occupation
|
Stan
Vashovsky
|
Chairman
of the Board of Directors and Chief Executive Officer of Health Systems
Solutions, Inc.
|
Steven
Katz
|
President
of Steven Katz & Associates, Inc.
|
Jack
Price
|
President
and Chief Executive Officer of NovaRay Inc.
|
Dr.
Kathryn Bowles, PhD., RN, FAAN
|
Associate
Professor and Director of the Health Informatics Minor at the University
of Pennsylvania School of Nursing and the New Courtland Center for
Transitions and Health
|
Dr.
Michael Breiner
|
Founder
of Southwest Virginia Center for Cosmetic, Plastic, and Reconstructive
Surgery
|
Name
|
Title
|
Stan
Vashovsky
|
Chairman
of the Board of Directors and Chief Executive Officer
|
Michael
G. Levine
|
Chief
Financial Officer and Executive Vice
President
|
Name
and Title
|
Principal
Occupation
|
Michael
G. Levine
Chairman
of the Board,
Chief
Executive Officer, President, Treasurer and Secretary
|
Chief
Financial Officer and Executive Vice President of Health Systems
Solutions, Inc.
|
Name
|
Principal
Occupation
|
Hugh
H. Williamson, III
|
Chairman
of the Board and Chief Executive Officer of XeDAR
Corporation
|
Arthur
P. Beattie
|
Executive
Vice President, Chief Financial Officer, and Treasurer of the Alabama
Power Company
|
Roddy
J. H. Clark
|
Managing
Partner of Redmont Venture Partners, Inc.
|
Fred
C. Goad
|
Partner
in Voyent Partners LLC
|
Bradley
S. Karro
|
Executive
Vice President of CVS Caremark Corporation
|
Mylle
H. Mangum
|
Chairman
and Chief Executive Officer of IBT Enterprises LLC
|
Augustus
K. Oliver
|
Managing
Member of Oliver Press Partners, LLC
|
John
W. Thompson
|
President
of Thompson Investment Management LLC
|
Benner
Ulrich
|
Director
of Research at Oliver Press Partners,
LLC
|
Name
|
Title
|
Charles
A. Jett
|
President
and Chief Executive Officer
|
Keith
Stahlhut
|
Interim
Chief Operating Officer and Senior Vice President of
Sales
|
John
W. Wilhoite
|
Chief
Financial Officer, Secretary and
Treasurer
|
Name
|
Principal
Occupation
|
Augustus
K. Oliver
|
Managing
Member of Oliver Press Partners, LLC
|
Clifford
Press
|
Managing
Member of Oliver Press Partners,
LLC
|
Name
|
Shares
of Common Stock
|
Options
to purchase common stock exercisable within 60 days of
October
13, 2008
|
Shares
of Restricted Stock
|
Restricted
Stock Units vesting within 60 days of October 13, 2008
|
Total
beneficial ownership
|
Oliver
Press Partners, LLC
|
3,569,360
|
-
|
-
|
-
|
3,569,360
|
Hugh
H. Williamson, III
|
11,560
|
17,000
|
-
|
-
|
28,560
|
Arthur
P. Beattie
|
2,000
|
19,909
|
-
|
-
|
21,909
|
Roddy
J. H. Clark
|
2,000
|
17,000
|
-
|
-
|
19,000
|
Fred
C. Goad
|
2,000
|
19,909
|
-
|
-
|
21,909
|
Bradley
S. Karro
|
-
|
-
|
-
|
-
|
-
|
Mylle
H. Mangum
|
2,000
|
19,909
|
-
|
-
|
21,909
|
Augustus
K. Oliver (1)
|
-
|
-
|
-
|
-
|
-
|
John
W. Thompson
|
175,779
|
17,000
|
-
|
-
|
192,779
|
Benner
Ulrich
|
-
|
-
|
-
|
-
|
-
|
Charles
A. Jett
|
64,620
|
588,005
|
-
|
11,801
|
664,426
|
Keith
Stahlhut
|
6,818
|
37,639
|
-
|
1,323
|
45,780
|
John
W. Wilhoite
|
-
|
25,761
|
-
|
1,323
|
27,084
|
TOTAL
|
3,836,137
|
762,132
|
14,447
|
4,612,716
|
(1)
|
Mr.
Oliver, a Managing Member of Oliver Press Partners, LLC, may be deemed to
beneficially own the 3,569,360 shares of Common Stock beneficially owned
by Oliver Press Partners, LLC. Mr. Oliver expressly disclaims
beneficial ownership of such shares.
|
* |
As
noted in Item 6 above, the Voting Agreements also apply to any shares of
Common Stock with respect to which the Stockholders acquire beneficial
ownership after the date of the Voting Agreements, including by means of
the exercise of stock options and the vesting of restricted stock
units.
|