UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
The
Securities Exchange Act of 1934
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Filed
by the Registrant ý
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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NETSMART
TECHNOLOGIES, INC.
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(Name
of Registrant as Specified In Its Charter)
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(N/A)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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On November 18, 2006, Netsmart Technologies, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger with NT Acquisition, Inc. and NT Merger Sub, Inc.
Set
forth
below is a form of letter distributed to employees and directors of
the Company that are holders of options under one or more of the Netsmart
Technologies, Inc. 1993 Long-Term Incentive Plan, 1998 Long-Term Incentive
Plan,
1999 Long-Term Incentive Plan and/or the 2001 Long-Term Incentive
Plan.
NETSMART
TECHNOLOGIES, INC.
3500
Sunrise Highway
Great
River, New York 11739
March
26,
2007
«First»
«Last_Name»
«Address»
«City»,
«State» «Zip»
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Re:
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Option
Agreement Notice
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Gentlemen:
You
are
party to one or more option agreements granted under the Netsmart Technologies,
Inc. (“Netsmart”) 1993 Long-Term Incentive Plan, 1998 Long-Term Incentive Plan,
1999 Long-Term Incentive Plan and/or the 2001 Long-Term Incentive Plan pursuant
to which you are entitled to purchase an aggregate «Total»
shares
of Netsmart common stock (the “Options” (see Exhibit C), and each, an “Option,”
and such shares of Netsmart common stock being the “Shares”).
Reference
is also made to that certain Agreement and Plan of Merger dated as of November
18, 2006 (the “Merger Agreement”), by and among Netsmart, NT Acquisition, Inc.
and NT Merger Sub, Inc. Unless otherwise indicated or specifically defined,
all
capitalized terms used herein shall have the meaning ascribed to them in the
Merger Agreement.
Please
be
advised that, subject to the approval of the stockholders of Netsmart at a
Special Meeting of Stockholders scheduled to be held on April 5, 2007, it is
anticipated that the consummation of the merger pursuant to the Merger Agreement
will be on or about that date.
Pursuant
to the terms of the Merger Agreement, at the Effective Time of the Merger,
you
will be entitled to receive:
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(i)
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in
the event that you exercise the Options on or prior to March 30,
2007, the
Merger Consideration of $16.50 (without interest) in respect of each
Share
that is the subject of the Options
or
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(ii)
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in
the event that you do not exercise the Options prior to March 30,
2007,
upon the delivery of a Option Surrender Agreement, the amount by
which the
Merger Consideration of $16.50 exceeds the exercise price of your
Options.
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Please
note that you must exercise your Options on or prior to March 30, 2007 in order
to ensure that you receive Shares for exchange prior to the consummation of
the
merger.
Enclosed
is a Form of Subscription (Exhibit A) which must be executed and delivered
in
respect of each of your Options, together with the applicable Option exercise
price as set forth in your Option agreement, in connection with the exercise
of
the Options. Alternatively, an Option Surrender Agreement (Exhibit B) is also
enclosed.
Please
deliver your completed Form of Subscription, together with the option exercise
price, or Option Surrender Agreement (and other appropriate documentation,
to
the extent required by the Option Surrender Agreement) to Netsmart Technologies,
Inc., 3500 Sunrise Highway, Great River, New York 11739, Attention: Anthony
F.
Grisanti. In the event that you have any questions, please call Mr. Grisanti
at
631-968-2000.
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Additional
Information and Where to Find It
In
connection with the proposed Merger, on March 2, 2007 the Company filed a proxy
statement concerning the Merger with the Securities and Exchange Commission
(“SEC”). The proxy statement has been mailed to the Company’s stockholders of
record. STOCKHOLDERS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Stockholders and security holders of the Company
may obtain free copies of the proxy statement by contacting the Company through
the Company website at www.ntst.com, or by mail at Netsmart Technologies, Inc.,
3500 Sunrise Highway, Great River, New York 11739, or by telephone at (631)
968-2000. In addition, documents filed with the SEC by the Company are available
free of charge at the SEC’s website at http://www.sec.gov.
Exhibit
A
Date:
Netsmart
Technologies, Inc.
3500
Sunrise Highway
Suite
D122
Great
River, NY 11739
Attention:
CFO
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Stock
Option Exercise - Instrument of Grant
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Dated
as of _____________
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Gentlemen:
I
hereby
exercise the above-referenced option to the extent of shares, and I am tendering
with this Notice full payment of the Purchase Price in the manner provided
in
Paragraph 4 of the Instrument of Grant of Incentive Stock Option with respect
to
the Optioned Shares as to which this Option is being exercised. I further
represent and warrant to the Company that I am aware of the tax consequences
of
my exercise of the option. If I have delivered Common Stock as consideration
for
the purchase price, I represent and warrant to the Company, that I have been
in
possession of said Common Stock for a period of not less than six
months.
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Very
truly yours,
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Name:
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SS#
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Exhibit
C
«First» «Last_Name»
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Option
Price
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Amount
of Option
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Date
of Grant
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$«Price_1»
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«Amount_1»
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«Date_1»
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$«Price_2»
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«Amount_2»
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«Date_2»
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$«Price_3»
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«Amount_3»
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«Date_3»
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$«Price_4»
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«Amount_4»
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«Date_4»
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$«Price_5»
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«Amount_5»
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«Date_5»
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$«Price_6»
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«Amount_6»
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«Date_6»
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$«Price_7»
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«Amount_7»
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«Date_7»
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$«Price_8»
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«Amount_8»
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«Date_8»
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$«Price_9»
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«Amount_9»
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«Date_9»
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$«Price_10»
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«Amount_10»
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«Date_10»
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$«Price_11»
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«Amount_11»
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«Date_11»
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$«Price_12»
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«Amount_12»
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«Date_12»
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$«Price_13»
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«Amount_13»
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«Date_13»
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$«Price_14»
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«Amount_14»
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«Date_14_»
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