--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
Orion HealthCorp., Inc.
(Name of Issuer)
Orion HealthCorp., Inc.
Brantley Partners IV, L.P.
Brantley Venture Partners III, L.P.
Brantley Equity Partners, L.P.
Brantley Management IV, L.P.
Brantley Venture Management III, L.P.
Brantley Management V, LLC
Pinkas Family Partners, L.P.
Phoenix Life Insurance Company
Robert P. Pinkas
Paul H. Cascio
Terrence L. Bauer
(Name of Person(s) Filing Statement)
Class A Common Stock, par value $0.00l per share
(Title of Class of Securities)
68627W109
(CUSIP Number of Class of Securities)
Terrence L. Bauer, President and Chief Executive Officer
Orion HealthCorp., Inc.
1805 Old Alabama Road
Suite 350
Roswell, Georgia 30076
(678) 832-1800
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With a copy to:
Douglas E. Haas, Esq.
Benesch Friedlander Coplan & Aronoff LLP
2300 BP Tower
200 Public Square
Cleveland, Ohio 44114
(216) 363-4602
--------------------------------------------------------------------------------
This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss.240.14a-1 through 240.14b-2), Regulation
l4C (ss.ss.240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(ss.240.13e-3(c)) under the Securities Exchange Act of 1934 (the "Act").
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |_|
Check the following box if the filing is a final amendment reporting the results
of the transaction: |X|
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$265,314.43 $8.15
*Calculated solely for purposes of determining the filing fee. The Transaction
Valuation is calculated based on $0.23 per share to be paid for an estimated
1,153,541 shares of Class A Common Stock of the subject company in lieu of
fractional shares expected to be created by the Rule 13E-3 transaction. The
filing fee was determined by multiplying 0.00003070 by the Transaction
Valuation.
Check the box if any part of the fee is offset as provided by ss.240.l-ll(1)(2)
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. |X|
Amount Previously Paid: $8.15 Filing Party: Orion HealthCorp., Inc.,
Brantley Partners IV, L.P.,
Robert P. Pinkas and
Terrence L. Bauer
Form or Registration No.: Schedule 13E-3 (File No. 5-36312)
Date Filed: September 21, 2007
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 ("Schedule 13E-3") initially filed by Orion
HealthCorp, Inc., a Delaware corporation ("Orion"), Brantley Partners IV, L.P.,
a Delaware limited partnership ("Brantley IV"), Robert P. Pinkas and Terrence L.
Bauer on September 21, 2007 pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), and Rule 13E-3 promulgated thereunder,
and filed concurrently with a preliminary proxy statement pursuant to Regulation
14A under the Exchange Act, as amended by Amendment No. 1 to the Schedule 13E-3
filed by Orion, Brantley IV, Brantley Venture Partners III, L.P., a Delaware
limited partnership, Brantley Equity Partners, L.P., a Delaware limited
partnership, Brantley Management IV, L.P., a Delaware limited partnership,
Brantley Venture Management III, L.P., a Delaware limited partnership, Brantley
Management V, LLC, a Delaware limited liability company, Pinkas Family Partners,
L.P., a Delaware limited partnership, Phoenix Life Insurance Company, a New York
corporation, Robert P. Pinkas, Paul H. Cascio and Terrence L. Bauer and filed on
November 7, 2007 concurrently with a preliminary proxy statement pursuant to
Regulation 14A under the Exchange Act.
On November 29, 2007, the 1-for-2,500 reverse stock split followed by a
2,500-for-1 forward stock split (after giving effect to the reverse stock split)
(collectively, the "Stock Splits") were approved by Orion's stockholders at a
special meeting of stockholders of Orion. After such approval by the
stockholders of Orion, Orion filed Form 25 with the United States Securities and
Exchange Commission (the "SEC") suspending trading of our Class A Common Stock
on the American Stock Exchange (the "AMEX"). On December 9, 2007, Orion's Class
A Common Stock ceased to be listed on the AMEX and on December 10, 2007, the
Fourth Amended and Restated Certificate of Incorporation of Orion was accepted
for filing by the State of Delaware affecting the Stock Splits. Also on December
10, 2007, after the Stock Splits were effected, Orion filed a Form 15 with the
SEC to terminate the registration of Orion's Class A Common Stock under the
federal securities laws.
All information contained in this Amendment No. 2 should be read in
conjunction with the information contained in or incorporated by reference in
the Schedule 13E-3 as previously amended. This Amendment No. 2 is filed pursuant
to Rule 13e-3(d)(3) promulgated under the Exchange Act to report the completion
of the reverse stock split and forward stock split on December 10, 2007.
2
SIGNATURE
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.
Date: December 10, 2007 ORION HEALTHCORP., INC.
By: /s/ Terrence L. Bauer
-----------------------------------------
Terrence L. Bauer
President, Chief Executive Officer
and Director
BRANTLEY PARTNERS IV, L.P.
By: BRANTLEY MANAGEMENT IV, L.P.,
its General Partner
By: /s/ Paul H. Cascio
-----------------------------------------
Paul H. Cascio
General Partner
BRANTLEY VENTURE PARTNERS III, L.P.
By: BRANTLEY VENTURE MANAGEMENT
III, L.P., its General Partner
By: /s/ Paul H. Cascio
-----------------------------------------
Paul H. Cascio
General Partner
BRANTLEY EQUITY PARTNERS, L.P.
By: BRANTLEY MANAGEMENT V, LLC, its
General Partner
By: /s/ Paul H. Cascio
-----------------------------------------
Paul H. Cascio
Member
BRANTLEY MANAGEMENT IV, L.P.
By: PINKAS FAMILY PARTNERS, L.P.,
its General Partner
By: /s/ Robert P. Pinkas
-----------------------------------------
Robert P. Pinkas
General Partner
3
BRANTLEY VENTURE MANAGEMENT III,
L.P.
By: PINKAS FAMILY PARTNERS, L.P.,
its General Partner
By: /s/ Robert P. Pinkas
-----------------------------------------
Robert P. Pinkas
General Partner
BRANTLEY MANAGEMENT V, LLC
By: PINKAS FAMILY PARTNERS, L.P.,
its General Partner
By: /s/ Robert P. Pinkas
-----------------------------------------
Robert P. Pinkas
General Partner
PHOENIX LIFE INSURANCE COMPANY
By: /s/ John H. Beers
----------------------------------------
John H. Beers
Vice President and Counsel
PINKAS FAMILY PARTNERS, L.P.
By: /s/ Robert P. Pinkas
-----------------------------------------
Robert P. Pinkas
General Partner
/s/ Terrence L. Bauer
--------------------------------------------
Terence L. Bauer
/s/ Robert P. Pinkas
--------------------------------------------
Robert P. Pinkas
/s/ Paul H. Cascio
--------------------------------------------
Paul H. Cascio
4