Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is the form of presentation to be used by
The foregoing exhibit and the information set forth therein 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 in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the previously announced proposed
business combination as contemplated by the agreement and plan of merger (the
"Merger Agreement") among
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product 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. Any private offering of securities in connection with the proposed business combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither P3 nor Foresight is making an offer of the Securities in any state or jurisdiction where the offer is not permitted.
Participants in Solicitation
Foresight, P3 and certain of their respective directors, executive officers and
other members of management and employees may, under
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Foresight's stockholders in connection with the proposed business combination.
Information regarding the persons who may, under
Cautionary Statement Regarding Forward-Looking Statements
The information in 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,"
"project," "forecast," "intend," "will," "expect," "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 financial and performance metrics and expectations
and timing related to potential benefits, terms and timing of the proposed
business combination. 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 P3 and Foresight'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 P3 and Foresight. These forward-looking
statements are subject to a number of risks and uncertainties, including changes
in domestic and foreign 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 Foresight or P3 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 P3; future
global, regional or local economic and market conditions; the development,
effects and enforcement of laws and regulations; P3's ability to manage future
growth; P3's ability to develop new products and solutions, bring them to market
in a timely manner, and make enhancements to its platform; the effects of
competition on P3's future business; the amount of redemption requests made by
Foresight's public stockholders; the ability of Foresight or the combined
company to issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
and those factors discussed under the heading "Risk Factors" in Foresight's
Annual Report on Form 10-K for the year ended
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 AnalystDay Presentation . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4
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