Healthways SEC Filing for Optio Buyback - 2 Jan 2009

http://www.sec.gov/Archives/edgar/data/704415/000070441509000002/scheduleto_010209.htm

SC TO-I/A
1
scheduleto_010209.htm
HEALTHWAYS, INC. SCHEDULE TO AMENDED

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

 

HEALTHWAYS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

OPTIONS TO PURCHASE COMMON STOCK, $.001 PAR VALUE

(Title of Class of Securities)

 

422245100

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

R. Claiborne Richards, Jr.

Senior Vice President – Corporate Counsel

Healthways, Inc.

701 Cool Springs Boulevard

Franklin, Tennessee 37067

(615) 614-4929

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

Copy to:

 

J. Page Davidson

Bass, Berry & Sims PLC

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238

(615) 742-6200

 

Calculation of Filing Fee

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

 

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:

 

INTRODUCTORY STATEMENT

This
Amendment No. 3 (this “Amendment”) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the “SEC”) on December 2, 2008, as amended December 5, 2008
and December 9, 2008 (the “Initial Statement”), by Healthways, Inc.
(the “Company”), in connection with the offer by the Company (the
“Offer”) to purchase from eligible employees, for a cash payment,
certain options granted between September 1, 2004 and August 15, 2008
under the Company’s 1996 Stock Incentive Plan, as amended, 2001 Amended
and Restated Stock Option Plan, as amended, and 2007 Stock Incentive
Plan.

Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
this Amendment amends and supplements only the items and exhibits to
the Initial Statement that are being amended and supplemented, and
unaffected items and exhibits are not included herein. All capitalized
terms used in this Amendment and not otherwise defined have the
respective meanings ascribed to them in the Initial Statement.

As
permitted by General Instruction F to the Schedule TO, the information
set forth in the Initial Statement, as amended by this Amendment,
including all other schedules and exhibits hereto and thereto, is
hereby expressly incorporated by reference herein.

_________

Item 4. Terms of the Transaction

“The
Offer to Purchase made by the Company expired at 11:59 p.m., Central
Standard Time, on December 30, 2008. Pursuant to the Offer to Purchase,
options to purchase an aggregate of 1,110,228 shares of the Company’s
common stock, representing approximately 92% of the shares underlying
all eligible options as of December 30, 2008, were validly tendered and
not withdrawn, and the Company has accepted for purchase such options.
Each eligible employee who validly tendered eligible options pursuant
to the Offer to Purchase will receive a cash payment in the range of
$0.29 to $2.10 per share underlying each eligible option. The Company
will promptly make such cash payments in the aggregate amount of
$736,049.09.”

 

SIGNATURES

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: January 2, 2009

 

By:	/s/ Alfred Lumsdsaine
	Alfred Lumsdaine
	Senior Vice President, Corporate Controller