TriZetto Group 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2008
The TriZetto Group, Inc.
(Exact name of registrant as specified in its charter)
567 San Nicolas Drive, Suite 360, Newport Beach, California 92660
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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:
On June 30, 2008, The TriZetto Group, Inc. (the Company or TriZetto) issued a press release in which it announced that the special meeting of stockholders scheduled for June 30, 2008 will be convened as scheduled, but TriZetto plans to adjourn the meeting until an expected date in mid-July. The special meeting will be adjourned as a result of the memorandum opinion and order issued by the Delaware Court of Chancery on June 27, 2008, granting in part and denying in part the plaintiffs motion for a preliminary injunction enjoining the proposed merger by and between TriZetto and TZ Holdings, L.P. (Parent) until TriZetto makes additional disclosures in its proxy materials regarding the potential financial benefits of the merger to UBS Securities LLC, TriZettos financial advisor. Parent is controlled by Apax Partners, L.P. BlueCross BlueShield of Tennessee, Inc. and Regence BlueCross BlueShield of Oregon, Regence BlueCross BlueShield of Utah and Regence BlueShield are providing a portion of the funding for the transaction and will be equity investors in the surviving corporation. A copy of the press release is attached hereto as Exhibit 99.1.
The TriZetto Group filed a definitive proxy statement in connection with its 2008 Special Meeting of Stockholders with the Securities and Exchange Commission (SEC) on May 27, 2008. TriZetto stockholders are urged to read the proxy statement carefully as it contains important information regarding this vote. Proxy statements were mailed to shareholders on May 30, 2008. The proxy statement and other relevant documents filed with the SEC are also available at no cost on the SECs website at www.sec.gov, as well as TriZettos website at www.trizetto.com. Hardcopies may also be obtained free of charge from TriZetto by contacting Brad Samson, vice president investor relations at 949-719-2220. Stockholders may also contact Morrow & Co. with questions or requests for additional copies of the proxy materials by calling toll-free 800-607-0088, or by e-mail at TriZetto.firstname.lastname@example.org.
TriZetto, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from TriZettos stockholders with respect to the transactions contemplated by the definitive merger agreement between Apax Partners L.P. and TriZetto. Information regarding TriZettos directors and executive officers is contained in TriZettos definitive proxy statement filed on May 27, 2008.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.