HMS HOLDINGS CORP : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in the Explanatory Note of this Current Report on Form 8-K (this "Report") is incorporated herein by reference.

On April 1, 2021, in connection with the consummation of the Merger, HMS repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Amended and Restated Credit Agreement, dated as of May 3, 2013 (as amended by Amendment No. 1, dated as of March 8, 2017, and as further amended by Amendment No. 2, dated as of December 19, 2017), by and among HMS, as borrower, the guarantors party thereto, Citibank, N.A. as administrative agent, the financial institutions party thereto as lenders, and the other agents, arrangers and bookrunners identified therein (the "Existing Credit Agreement"), and terminated all commitments thereunder. The termination of the Existing Credit Agreement became effective at the Effective Time.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Explanatory Note of this Report is incorporated herein by reference.

The definitive proxy statement of HMS, filed with the Securities and Exchange Commission (the "SEC") on February 22, 2021, and the supplemental disclosure to the proxy statement of HMS, filed with the SEC on March 18, 2021, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of HMS in the Merger.

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Report and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

            Standard; Transfer of Listing.

The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.

On April 1, 2021, in connection with the consummation of the Merger, HMS notified the Nasdaq Stock Market LLC ("Nasdaq") that a certificate of merger was filed with the Secretary of State of the State of Delaware. HMS requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 in order to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock under Section 12(b). As a result, trading of the Common Stock, which traded under the ticker symbol "HMSY" on Nasdaq, was suspended prior to the opening of trading on Nasdaq on April 1, 2021.

HMS intends to file a certification on Form 15 with the SEC requesting that HMS's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Stock be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Explanatory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.

At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of HMS (other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.

As a result of the consummation of the Merger, a change of control of HMS occurred and HMS became a wholly owned subsidiary of Gainwell. Gainwell funded the acquisition through debt financing. Additional information regarding the debt financing is contained in the Proxy Statement, which is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangement of Certain
            Officers.

The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.

Directors

Immediately prior to the Effective Time, in connection with the consummation of the Merger and in accordance with the Merger Agreement, each member of HMS's board of directors resigned from and ceased serving on HMS's board of directors and any and all committees thereof. No director resigned as a result of any disagreement with HMS on any matter relating to HMS's operations, policies or practices. The members of HMS's board of directors immediately prior to the Effective Time were Katherine Baicker, Ph.D., Robert Becker, Craig R. Callen, William C. Lucia, Jeffrey A. Rideout, M.D., Ellen A. Rudnick, Bart M. Schwartz, Richard H. Stowe and Cora M. Tellez.

In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, Paul Saleh and Steve Costalas, became the directors of HMS, effective as of the Effective Time.

Equity Incentive Plans

In accordance with the terms of the Merger Agreement, immediately prior to the Effective Time, each of the following equity compensation plans of HMS was terminated: (i) the HMS Holding Corp. Fourth Amended and Restated 2006 Stock Plan, as amended by Amendment No. 1 to HMS Holdings Corp. Fourth Amended and Restated 2006 Stock Plan, (ii) the HMS Holdings Corp. 2016 Omnibus Incentive Plan, (iii) the HMS Holdings Corp. 2019 Omnibus Incentive Plan, and (iv) the HMS Holdings Corp. Director Deferred Compensation Plan.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

            Year.

The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated herein by reference.

At the Effective Time, the certificate of incorporation of HMS and the by-laws of HMS were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits




Exhibit

No.             Description
  2.1*            Agreement and Plan of Merger, dated as of December 20, 2020, by and among HMS
                Holdings Corp., Gainwell Acquisition Corp., Mustang MergerCo Inc. and Gainwell
                Intermediate Holding Corp. (incorporated by reference to Exhibit 2.1 to the
                Current Report on Form 8-K filed with the SEC on December 28, 2020 (File
                No. 000-50194)
  3.1             Second Amended and Restated Certificate of Incorporation of HMS Holdings
                Corp.
  3.2             Third Amended and Restated Bylaws of HMS Holdings Corp.
104             Cover Page Interactive Data File (embedded within the Inline XBRL document and
                contained in Exhibit 101)

*The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. HMS will furnish copies of any such schedules to the SEC upon request.

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