Form 8K Amendment #2

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 2)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 14, 2014

 

 

Health Insurance Innovations, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35811   46-1282634

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

15438 N. Florida Avenue, Suite 201

Tampa, Florida

  33613
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 376-5831

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Explanatory Note

On July 14, 2014, Health Insurance Innovations, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HealthPocket, Inc., a Delaware corporation (“HealthPocket”), SV Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of the Company, Mr. Bruce Telkamp, an individual, Dr. Sheldon Wang, an equity holder of HealthPocket, and Mr. Randy Herman, as the Representative of the HealthPocket equity holders. The closing of the transactions contemplated by the Merger Agreement (the “Closing”) occurred on July 14, 2014 simultaneous with the signing of the Merger Agreement. On July 16, 2014, the Company filed a Current Report on Form 8-K stating that it had completed the acquisition of HealthPocket, and on September 29, 2014, the Company filed a Form 8-K/A (Amendment No. 1) that included pro forma financial information for the six months ended June 30, 2014. This Form 8-K/A (Amendment No. 2) is being filed solely to present updated pro forma financial information consisting of the combined statement of operations for the nine months ended September 30, 2013. No change to the information contained in the preceding filings is being made by this Amendment No. 2.

 

Item 9.01. Financial Statements and Exhibits.

 

  (b) Pro forma financial information.

The unaudited pro forma combined statement of operations for the Company, after giving effect to the acquisition of HealthPocket and adjustments described in such pro forma financial information, for the nine months ended September 30, 2014, is attached hereto as Exhibit 99.1.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Unaudited pro forma combined statement of operations for the Company, after giving effect to the acquisition of HealthPocket and adjustments described in such pro forma financial information, for the nine months ended September 30, 2014.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

HEALTH INSURANCE INNOVATIONS, INC.
By:

/s/ Michael A Petrizzo, Jr.

Name: Michael A. Petrizzo, Jr.
Title: Executive Vice President, General Counsel, and Secretary

Date: February 9, 2015