Darren
K. DeStefano, Esq.
Cooley
Godward Kronish LLP
One
Freedom Square, Reston Town Center
11951
Freedom Drive
Reston,
VA 20190-5656
(703) 456-8000
|
Christopher
P. Giordano
DLA
Piper US LLP
1251
Avenue of the Americas
New
York, NY 10020-1104
(212)
335-4500
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3 (c) under the Securities
Exchange Act of 1934.
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o
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The
filing of a registration statement under the Securities Act of
1933.
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o
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A
tender offer.
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o
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None
of the above.
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Transaction Value*
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Amount of
Filing Fee**
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|||||
$818,672.26
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$
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163.73
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*
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For
purposes of calculating the filing fee only, this amount assumes the
aggregate cash payment of $818,672.26 by the Issuer in lieu of fractional
shares immediately following a 1-for-50,000 reverse stock split to holders
of fewer than 50,000 shares of the Issuer’s common stock prior to the
reverse stock split. The aggregate cash payment is equal to the
product of the price of $0.14 per pre-split share and 5,847,659 pre-split
shares, the estimated aggregate number of shares held by such
holders.
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**
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Determined
pursuant to Rule 0-11(b)(1) as the product of $818,672.26 and one-fiftieth
of one percent. A fee of $213.27 was previously paid with the
original filing of the Schedule 13E-3 based on the originally estimated
transaction value.
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x
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of
the Securities Exchange Act of 1934 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.
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Amount
previously paid: $213.27
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Schedule
13E-3 filed on September 5,
2008
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Dated: January 21,
2009
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CAREGUIDE,
INC.
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By:
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/s/
Chris E. Paterson
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Name:
Chris E. Paterson
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||
Title:
Chief Executive Officer
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Dated: January 21,
2009
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PSILOS
GROUP PARTNERS II, L.P.
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By:
Psilos Group Investors II, LLC, its General Partner
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By:
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/s/
Albert Waxman
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Name:
Albert Waxman
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Title:
Senior Managing Member
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Dated: January 21,
2009
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PSILOS
GROUP PARTNERS, L.P.
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By: Psilos Group Investors, LLC,
its General Partner
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By:
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/s/
Albert Waxman
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Name:
Albert Waxman
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Title:
Senior Managing Member
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Dated: January 21,
2009
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PSILOS/CAREGUIDE
INVESTMENT, L.P.
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By:
Psilos Group Investors III, LLC, its General Partner
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By:
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/s/
Albert Waxman
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Name:
Albert Waxman
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Title:
Senior Managing Member
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Dated: January 21,
2009
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ESSEX
WOODLANDS HEALTH VENTURES FUND IV, L.P.
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By: Essex
Woodlands Health Ventures IV, LLC, its General Partner
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By:
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/s/
Mark L. Pacala
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Name:
Mark L. Pacala
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Title:
Managing Director
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Dated: January 21,
2009
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ESSEX
WOODLANDS HEALTH VENTURES FUND V, L.P.
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By: Essex
Woodlands Health Ventures V, LLC, its General Partner
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By:
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/s/
Mark L. Pacala
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Name:
Mark L. Pacala
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Title:
Managing Director
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Dated: January 21,
2009
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HICKORY
VENTURE CAPITAL CORPORATION
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By:
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/s/
J. Thomas Noojin
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Name:
J. Thomas Noojin
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Title:
President
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Dated: January 21,
2009
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By:
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/s/
Derace L. Schaffer
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Derace
L. Schaffer
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Dated: January 21,
2009
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By:
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/s/
John Pappajohn
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John
Pappajohn
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Exhibit
No.
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Description
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(a)
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The
Information Statement on Schedule 14C filed with the Securities and
Exchange Commission on December 24, 2008 (the “Information
Statement”), is incorporated herein by
reference.
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(b)
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Not
applicable.
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(c.1)
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The
Opinion of Navigant Consulting, Inc. (“Navigant”),
dated June 18, 2008, attached as Annex B to the
Information Statement is incorporated herein by
reference.
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(c.2)
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The
Fairness Analysis prepared by Navigant, presented to the Board of
Directors on June 18, 2008.*
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(d.1)
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Stockholders
Agreement, dated as of January 25, 2006, by and among the Company and
certain of its stockholders, previously filed with the Securities and
Exchange Commission as an exhibit to the Company’s Current Report on Form
8-K filed on January 31, 2006, is incorporated herein by
reference.
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(d.2)
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Series
A Preferred Stock Purchase Agreement, dated as of December 28, 2007, by
and among the Company and certain of its stockholders, previously filed
with the Securities and Exchange Commission as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on January 3, 2008, is
incorporated herein by reference.
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(d.3)
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Series
A Preferred Stock Purchase Agreement, dated as of July 17, 2008, as
amended, by and among the Company and certain of its
stockholders.**
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(d.4)
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Form
of Stockholders Agreement by and among the Company and certain of its
stockholders, attached as Annex C to the
Information Statement is incorporated herein by
reference.
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(d.5)
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Form
of Unconditional Guaranty, by and between Comerica Bank and certain
guarantors of the Company’s line of credit with Comerica Bank (the “Comerica
Guarantors”).*
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(d.6)
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Form
of Warrant to Purchase Shares of Common Stock issued to the Comerica
Guarantors.*
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(d.7)
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Form
of Warrant to Purchase Shares of Common Stock issued to certain providers
of funding guarantees.*
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(d.8)
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Convertible
Promissory Note, dated as of December 8, 2006, issued to Michael Barber,
M.D.*
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(d.9)
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Joinder
Agreement, dated as of August 22, 2008, by and among the Company,
Psilos/CareGuide Investment, L.P., Psilos Group Partners, L.P. and Psilos
Group Partners II, L.P.*
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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