UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
SCHEDULE 13E-3/A
(AMENDMENT NO. 2 - FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
CARECENTRIC, INC.
(Name of the Issuer)
CARECENTRIC, INC.
JOHN E. REED
STEWART B. REED
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
828654301
(CUSIP Number of Class of Securities)
CARECENTRIC, INC. JOHN E. REED
JOHN R. FESTA, PRESIDENT AND CEO STEWART B. REED
2625 CUMBERLAND PARKWAY, SUITE 310 260 NORTH ELM STREET
ATLANTA, GEORGIA 30339 WESTFIELD, MA 01085
(678) 264-4400 (423) 564-5768
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
COPIES TO:
ROBERT F. DOW, ESQ., BRUCE D. WANAMAKER, ESQ.,
ARNALL GOLDEN GREGORY LLP KILPATRICK STOCKTON LLP
2800 ONE ATLANTIC CENTER 1100 PEACHTREE STREET, SUITE 2800
1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30309
ATLANTA, GA 30309-3450 (404) 815-6500
(404) 873-8706
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation14A (ss.ss.240.14a-1 through 240.14b-2),
Regulation 14C (ss.ss.240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(ss.240.13e-3(c)) under the Securities Exchange Act of 1934 ("the
Act")
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION * AMOUNT OF FILING FEE**
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$1,039,044 $84.06
* Estimated solely for purposes of calculating the filing fee. Determined by
multiplying (i) the sum of 692,696 shares of common stock, par value $0.001
per share, of CareCentric, Inc., which constitutes the total number of
outstanding shares of common stock of CareCentric, Inc. estimated to be
exchanged for the right to receive $0.75 per share in cash, without
interest, plus 692,696 shares common stock, par value $0.001 per share, of
CareCentric, Inc., which constitutes the total number of shares of
CareCentric common stock estimated to be issued in exchange for all of the
issued and outstanding capital stock of Borden Associates, Inc. in the
merger, by (ii) $0.75 per share.
** The amount of the filing fee, calculated in accordance with ss.240.0-11(b),
equals 0.0000809 multiplied by the transaction valuation.
[X] Check box if any part of the fee is offset as provided by ss.240.0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $84.06
Form or Registration No.: SCHEDULE 14A
Filing Party: CARECENTRIC, INC.
Date Filed: JUNE 19, 2003
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement (this "Amendment
No. 2") is being filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by: (1) CareCentric, Inc., a Delaware
corporation ("we," "us," or "CareCentric") and the issuer of the equity
securities that are the subject of the Rule 13e-3 transaction described herein;
and (2) John E. Reed, a director and the chairman of the board of directors of
CareCentric, and formerly a director, stockholder and the president of Borden
Associates, Inc., a Delaware corporation that has merged with and into
CareCentric ("Borden"), and Stewart B. Reed, a director of CareCentric, and
formerly a director and stockholder of Borden, to amend the Rule 13e-3
Transaction Statement (as previously amended and as further amended by this
Amendment No. 2, the "Statement") filed by CareCentric, Borden, John Reed and
Stewart Reed with the Commission on June 19, 2003, as previously amended by
Amendment No. 1 filed on July 18, 2003. Borden is not a filing party of this
Amendment No. 2 because it was merged with and into CareCentric, with
CareCentric as the surviving corporation (the "Merger").
On August 5, 2003, CareCentric filed its Definitive Proxy Statement on
Schedule 14A (the "Proxy Statement") in connection with the Special Meeting of
the stockholders of CareCentric, which was held on September 4, 2003. The
information contained in the Proxy Statement is incorporated herein by
reference. This Amendment No. 2 is being filed pursuant to Rule 13e-3(d)(3) as a
final amendment to the Statement to report the results of the Merger, as defined
in the Proxy Statement.
Shares of CareCentric capital stock representing 4,147,031 votes were voted
at the Special Meeting in person or by proxy (representing approximately 62.3%
of the total voting power of CareCentric's capital stock). At the Special
Meeting, the proposal relating to the Merger was approved.
The Merger became effective as of the close of business on September 4,
2003. The Company has filed a Form 15 with the Securities and Exchange
Commission to cease reporting as a public company because it has less than 300
stockholders as a result of this transaction. In addition, the Company's common
stock will no longer be eligible for quotation on the OTC Bulletin Board. In
connection with the closing of the Merger, shares held by stockholders owning
fewer than 4,000 shares in any discrete account were converted into the right to
receive $0.75 per share. The Company has commenced mailing transmittal documents
to these stockholders to enable them to surrender their shares and receive the
Merger consideration. The remaining shares outstanding received a new CUSIP no.
14167A-10-7, and the holders thereof must exchange their certificates for
certificates showing the new number. The Company also is mailing transmittal
documents for this exchange.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: September 5, 2003 CARECENTRIC, INC.
By: /s/ John R Festa
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John R. Festa, President and
Chief Executive Officer
DATED: September 5, 2003 /s/ John E. Reed
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John E. Reed
DATED: September 5, 2003 /s/ Stewart B. Reed
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Stewart B. Reed
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