Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.l to this Current Report on Form 8-K, and incorporated
into this Item 7.01 by reference, is an updated form of presentation (the
"Presentation"), dated October 2020, that will be used by Healthcare Merger
Corp. ("Parent") and Specialists On Call, Inc. (the "Company") in presentations
to certain of Parent's stockholders and other persons in connection with the
proposed business combination contemplated by that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 29, 2020, by and among Parent,
Sabre Merger Sub I, Inc., Sabre Merger Sub II, LLC, and the Company.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished
and shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission
as to the materiality of any of the information in this Item 7.01, including
Exhibit 99.1.
Additional Information; Participants in the Solicitation
In connection with the proposed business combination contemplated by the Merger
Agreement, Parent has filed a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC"), which includes a proxy statement
distributed to holders of Parent's common stock in connection with Parent's
solicitation of proxies for the vote by Parent's stockholders with respect to
the proposed business combination and other matters as described in the
registration statement; a consent solicitation statement distributed to the
Company's stockholders in connection with the Company's solicitation of written
consents to approve the proposed business combination; and a prospectus relating
to the offer of the securities to be issued to the Company's stockholders in
connection with the proposed business combination. The registration statement
has been declared effective by the SEC, and Parent has mailed the definitive
proxy statement/prospectus to its stockholders of record as of September 25,
2020 for voting on the proposed business combination at the Special Meeting of
Stockholders to be held on October 30, 2020. Stockholders and other interested
persons are urged to read the proxy statement/consent solicitation
statement/prospectus and any other relevant documents filed with the SEC because
they contain important information about Parent, the Company and the proposed
business combination. Stockholders can obtain a free copy of the definitive
proxy statement/consent solicitation statement/prospectus, as well as other
filings containing information about Parent, the Company and the proposed
business combination, without charge, at the SEC's website located at
www.sec.gov. Parent and its directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies from Parent's
stockholders in respect of the proposed business combination and the other
matters set forth in the definitive proxy statement/consent solicitation
statement/prospectus. Information regarding Parent's directors and executive
officers is available under the heading "Directors, Executive Officers and
Corporate Governance" in its Annual Report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on March 25, 2020. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the definitive proxy statement/consent solicitation statement/prospectus
relating to the proposed business combination. This Current Report on Form 8-K
does not contain all the information that should be considered in respect of the
proposed business combination. It is not intended to form any basis of any
investment decision or any decision in respect to the proposed business
combination.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "potential," "predict," "project,"
"forecast," "intend," "may," "should," "would," "will," "expect," "continue,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity and market share.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of the
Company's and Parent's management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company and Parent. These forward-looking
statements are subject to a number of risks and uncertainties, including changes
in business, market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the proposed business
combination, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed
business combination or that the approval of the stockholders of Parent or the
Company is not obtained; failure to realize the anticipated benefits of the
proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to the Company; risks related to
the Company's business, adoption of its software platform and other matters; the
effects of competition on the Company's future business; the amount of
redemption requests made by Parent's public stockholders; the ability of Parent
or the combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future, and those
factors discussed in the registration statement under the heading "Risk
Factors," and other documents of Parent filed, or to be filed, with the SEC, as
well as in any materials made available to you in connection with this
Presentation. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither
Parent nor the Company presently know or that Parent and the Company currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Parent's and the Company's expectations, plans or forecasts
of future events and views as of the date of this Current Report on Form 8-K.
Parent and the Company anticipate that subsequent events and developments will
cause Parent's and the Company's assessments to change. However, while Parent
and the Company may elect to update these forward-looking statements at some
point in the future, Parent and the Company specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as
representing Parent's and the Company's assessments as of any date subsequent to
the date of this Current Report on Form 8-K. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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Item 9.01 Exhibits.
(d) List of Exhibits.
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