UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 24, 2011
(October 24, 2011)
HEALTHSPRING, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-32739 |
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20-1821898 |
| (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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| 9009 Carothers Parkway |
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| Suite 501 |
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| Franklin, Tennessee
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37067 |
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(Zip Code) |
(615) 291-7000
Registrant’s telephone number, including area code
Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On October 24, 2011, Cigna Corporation (“Cigna”) and HealthSpring, Inc. (“HealthSpring”)
conducted a conference call with analysts and investors to discuss Cigna’s proposed acquisition
of HealthSpring announced earlier in the day. A copy of the transcript from the conference call is attached as Exhibit 99.1 to
this report and is incorporated herein by reference.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving the Company
and Cigna. The proposed transaction will be submitted to the stockholders of the Company for their
consideration. In connection with the proposed transaction, the Company will prepare a proxy
statement to be filed with the Securities and Exchange Commission (the “SEC”). The Company and
Cigna plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement will be mailed to
the Company’s stockholders. You may obtain copies of all documents filed with the SEC concerning
the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In
addition, stockholders may obtain free copies of the documents filed with the SEC by the Company by
going to the Company’s Investor Relations website page at www.healthspring.com or by
sending a written request to the Company’s Secretary at HealthSpring, Inc., 9009 Carothers Parkway,
Suite 501, Franklin, Tennessee 37067, or by calling the Secretary at (615) 291-7000.
Interests of Participants
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the proposed
transaction. Information regarding the Company’s directors and executive officers is set forth in
the Company’s proxy statement for its 2011 annual meeting of stockholders and its Annual Report on
Form 10-K for the fiscal year ended December 31, 2010, as amended by Amendment No. 1 on Form
10-K/A, which were filed with the SEC on April 15, 2011, February 25, 2011 and September 22, 2011,
respectively. Additional information regarding persons who may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction will be contained in the proxy
statement to be filed by the Company with the SEC when it becomes available.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that are not historical fact are forward-looking
statements which the Company intends to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Statements that are predictive in nature, that depend on or relate to future events or conditions,
or that include words such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and
similar
expressions are forward-looking statements. The forward-looking statements involve
significant known and unknown risks, uncertainties and other factors that could cause actual
results to differ materially from those expressed in or implied by the forward-looking statements,
and undue reliance should not be placed on such statements. Important factors that could cause
actual results to differ materially from those in the forward-looking statements include, among
other things, the following risks and uncertainties: the failure to receive, on a timely basis or
otherwise, the required approvals by the Company’s stockholders and government or regulatory
agencies; the risk that a condition to closing of the proposed transaction may not be satisfied;
the Company’s and Cigna’s ability to consummate the Merger, including the financing thereof; the
possibility that the anticipated benefits and synergies from the proposed transaction cannot be
fully realized or may take longer to realize than expected; the failure to obtain the necessary
debt financing arrangements set forth in the commitment letter received in connection with the
Merger; the possibility that costs or difficulties related to the integration of the Company and
Cigna operations will be greater than expected; operating costs and business disruption, including
difficulties in maintaining relationships, may be greater than expected; the ability of the Company
or the combined company to retain and hire key personnel and maintain relationships with providers
or other business partners; the impact of legislative, regulatory and competitive changes and other
risk factors relating to the industry in which the Company and Cigna operate, as detailed from time
to time in each of the Company’s and Cigna’s reports filed with the SEC. There can be no assurance
that the proposed transaction will in fact be consummated.
Additional information about these factors and about the material factors or assumptions
underlying such forward-looking statements may be found under Item 1.A in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010, and Item 1.A in the Company’s most
recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. The Company cautions that
the foregoing list of important factors that may affect future results is not exhaustive. When
relying on forward-looking statements to make decisions with respect to the proposed transaction,
stockholders and others should carefully consider the foregoing factors and other uncertainties and
potential events. All subsequent written and oral forward-looking statements concerning the
proposed transaction or other matters attributable to the Company or any other person acting on
their behalf are expressly qualified in their entirety by the cautionary statements referenced
above. The forward-looking statements contained herein speak only as of the date of this
communication. The Company does not undertake any obligation to update or revise any
forward-looking statements for any reason, even if new information becomes available or other
events occur in the future, except as may be required by law.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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Description |
99.1
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Transcript from investor conference call on October 24, 2011. |