UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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VIRTUAL
RADIOLOGIC CORPORATION
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|
(Name
of Issuer)
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|
|
|
Common
Stock, par value $0.001 per share
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|
(Title
of Class of Securities)
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|
|
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92826B
10 4
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(CUSIP
Number)
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|
|
|
Roman
Bejger, Esq.
c/o
Providence Equity Partners L.L.C.
50
Kennedy Plaza, 18th Floor
Providence,
Rhode Island 02903
(401)
751-1700
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|
|
|
Copies
to:
|
|
|
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David
K. Duffell, Esq.
Weil,
Gotshal & Manges LLP
50
Kennedy Plaza, 11th Floor
Providence,
Rhode Island 02903
(401)
278-4710
|
Michael
E. Weisser, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, New York 10153
(212)
310-8249
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|
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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|
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May
16, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box .
Note:
Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7(b) for other parties to whom
copies are to be sent.
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*
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The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
|
The
information required on the remainder of this cover page shall not be deemed to
be “
filed
” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
|
CUSIP No.
92826B 10
4
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|
Page 2 of
17 Pages
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|
1
|
NAME
OF REPORTING PERSONS
Vikings
Holdings LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
9
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SOLE
DISPOSITIVE POWER
None
(See Item 5)
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|
|
10
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SHARED
DISPOSITIVE POWER
5,112,392
1
(See Item 4 and 5)
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|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,392
1
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
|
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
OO
|
_______________________________
1
Beneficial ownership of 5,112,392 shares of Company Common Stock (as defined
herein) is being reported hereunder because the Reporting Persons (as defined
herein) may be deemed to have beneficial ownership of such shares as a result of
certain provisions contained in the Voting Agreements (as defined herein)
described in this Schedule 13D. Pursuant to Rule 13d-4, neither the
filing of this Schedule 13D nor any of its content shall be deemed to constitute
an admission by the Reporting Person that it is the beneficial owner of any
Company Common Stock for purposes of Section 13(d) of the Exchange Act, or for
any other purpose, and such beneficial ownership is expressly
disclaimed.
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CUSIP No.
92826B 10
4
|
|
Page
3 of 17 Pages
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1
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NAME
OF REPORTING PERSONS
Providence
Equity Partners VI L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
NONE
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
NONE
(See Item 5)
|
|
10
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SHARED
DISPOSITIVE POWER
5,112,392
2
(See Item 4 and 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,392
2
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
_______________________________
2
Beneficial ownership of 5,112,392 shares of Company Common Stock is being
reported hereunder because the Reporting Persons may be deemed to have
beneficial ownership of such shares as a result of certain provisions contained
in the Voting Agreements described in this Schedule 13D. Pursuant to
Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall
be deemed to constitute an admission by the Reporting Person that it is the
beneficial owner of any Company Common Stock for purposes of Section 13(d) of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
|
CUSIP No.
92826B 10
4
|
|
Page
4 of 17 Pages
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|
1
|
NAME
OF REPORTING PERSONS
Providence
Equity Partners VI-A L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
NONE
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
NONE
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
5,112,392
3
(See Item 4 and 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,392
3
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
_______________________________
3
Beneficial ownership of 5,112,392 shares of Company Common Stock is being
reported hereunder because the Reporting Persons may be deemed to have
beneficial ownership of such shares as a result of certain provisions contained
in the Voting Agreements described in this Schedule 13D. Pursuant to
Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall
be deemed to constitute an admission by the Reporting Person that it is the
beneficial owner of any Company Common Stock for purposes of Section 13(d) of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
|
CUSIP No.
92826B 10
4
|
|
Page
5 of 17 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Providence
Equity GP VI L.P.
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
9
|
SOLE
DISPOSITIVE POWER
None
(See Item 5)
|
|
|
10
|
SHARED
DISPOSITIVE POWER
5,112,392
4
(See Item 4 and 5)
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,392
4
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
_______________________________
4
Beneficial ownership of 5,112,392 shares of Company Common Stock is being
reported hereunder because the Reporting Persons may be deemed to have
beneficial ownership of such shares as a result of certain provisions contained
in the Voting Agreements described in this Schedule 13D. Pursuant to
Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall
be deemed to constitute an admission by the Reporting Person that it is the
beneficial owner of any Company Common Stock for purposes of Section 13(d) of
the Exchange Act, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
|
CUSIP No.
92826B 10
4
|
|
Page
6 of 17 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Providence
Equity Partners VI L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
None
(See Item 5)
|
|
10
|
SHARED
DISPOSITIVE POWER
5,112,392
5
(See
Item 4 and 5)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,112,392
5
(See Item 5)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
_______________________________
Item
1. Security
and Issuer
This
statement on Schedule 13D (this “
Statement
”) relates
to the shares of common stock, par value $0.001 per share (“
Company Common
Stock
”), of Virtual Radiologic Corporation, a Delaware corporation (the
“
Company
” or
the “
Issuer
”). The
Company’s principal executive offices are located at 11995 Singletree Lane,
Suite 500, Eden Prairie, MN 55344. The Company’s telephone number at
such address is (952) 938-1662.
Item
2. Identity
and Background
(a)
This
Statement on Schedule 13D is filed jointly by (i) Viking Holdings LLC, a
Delaware limited liability company (“
Viking
”); (ii)
Providence Equity Partners VI L.P., a Delaware limited partnership (“
PEP VI
”); (iii)
Providence Equity Partners VI-A L.P., a Delaware limited
partnership (“
PEP VI-A
); (iv)
Providence Equity GP VI L.P. (“
PEP LP
”), a Delaware
limited partnership; and (v) Providence Equity Partners VI L.L.C., a Delaware
limited liability company (“
PEP GP
”, and together
with Viking, PEP VI, PEP VI-A and PEP LP, the “
Reporting
Persons
”). The Reporting Persons have entered into a Joint
Filing Agreement, a copy of which is attached hereto as
Exhibit
99.4
.
(b)
The
principal office and business address of each of the Reporting Persons is c/o
Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor, Providence,
Rhode Island 02903.
(c)
Viking is
principally engaged in the business of serving as the sole stockholder of Viking
Acquisition Corporation (“
Merger Sub
”), which
was formed for the purpose of consummating the Merger (as defined herein), and
has not, as of the date hereof, conducted any business other than in connection
with matters related to the Merger Agreement (as defined herein). PEP
VI and PEP VI-A, who together hold all of the outstanding equity interests of
Viking, are each principally engaged in the operation of an investment
fund. PEP LP is the general partner of PEP VI and PEP VI-A and is
principally engaged in the business of serving as the general partner of PEP VI
and PEP VI-A. PEP GP is the general partner of PEP LP and is
principally engaged in the business of serving as the general partner of PEP
LP.
The name, business address, present
principal occupation or employment and citizenship for each director, executive
officer, manager or general partner, as applicable, are set forth in
Appendix A-1
and
A-2
hereto, for
entities as to which such information is required to be disclosed in response to
Item 2 and General Instruction C to Schedule 13D, respectively, and incorporated
herein by reference.
(d) and (e) None of the
Reporting Persons nor any of the persons or entities referred to in
Appendix A-1
and
A-2
hereto has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration
As more fully described in Item 4
hereof, Viking, Merger Sub and the Company entered into an Agreement and Plan of
Merger, dated as of May 16, 2010 (the “
Merger Agreement
”), a
copy of which is attached hereto as
Exhibit 99.1
and
incorporated herein by reference. As an inducement for Viking to
enter into the Merger Agreement and in consideration thereof, (i) Generation
Capital Partners VRC LP, a Delaware limited partnership, Generation Members’
Fund II LP, a Delaware limited partnership, and Generation Capital Partners II
LP, a Delaware limited partnership (collectively, the “
Generation
Entities
”), and (ii) Eduard Michel, M.D., Ph.D. (“
Michel
”, and together
with the Generation Entities, the “
Stockholders
”), each
entered into a Voting and Proxy Agreement, dated May 16, 2010, with Viking
(collectively, the “
Voting Agreements
”),
which are attached hereto as
Exhibits 99.2
and
99.3
,
respectively, and incorporated herein by reference. Other than its
obligations to enter into and be bound by the Merger Agreement, the Reporting
Persons did not pay any consideration to the Stockholders in connection with the
execution and delivery of the Voting Agreements. For a description of
the Merger Agreement and the Voting Agreements, see Item 4 below, which
description is incorporated herein by reference in response to this Item
3.
References to, and descriptions of, the
Merger Agreement and the Voting Agreements and the transactions contemplated
thereby are only a summary, are not intended to be complete and are qualified in
their entirety by reference to the full text of the
Merger
Agreement and the Voting Agreements, respectively, copies of which are filed as
Exhibits to this Statement and which are incorporated herein by reference in
this Item 3 in their entirety.
Item
4. Purpose
of Transaction
(a) -
(b) As
stated above, the Voting Agreements were entered into as an inducement for
Viking to enter into the Merger Agreement. Subject to the terms and
conditions thereof, the Merger Agreement provides for the merger (the “
Merger
”) of Merger
Sub with and into the Company. At the effective time of the Merger
(the “
Effective
Time
”), each outstanding share of Company Common Stock (other than
treasury shares and shares held by Viking and Merger Sub) shall be converted
into the right to receive $17.25 in cash, without interest (the “
Merger
Consideration
”). At the Effective Time, each option to acquire
Company Common Stock outstanding immediately prior to the Effective Time
(whether or not then vested or exercisable) (each, an “
Option
”) shall be
cancelled and converted into the right to receive a cash amount equal to the
Merger Consideration less the exercise price payable in respect of such Company
Common Stock subject to such Option. At the Effective Time, each
share of restricted Company Common Stock outstanding immediately prior to the
Effective Time (whether or not vested) (each, a “
Company Restricted
Stock
”) shall become fully vested and each such share of Company
Restricted Stock will be treated at the Effective Time the same as, and have the
same rights, including the right to receive the Merger Consideration, and be
subject to the same conditions as, each share of Company Common Stock not
subject to any restrictions.
Pursuant
to the Voting Agreements, at any meeting of the stockholders of the Issuer at
which the Merger Agreement or the transactions contemplated by the Merger
Agreement are submitted for the vote of the Issuer’s stockholders or in a
circumstance where consent is sought with respect to the approval of Merger
Agreement and related transactions, the Stockholders are required, with respect
to their shares of Company Common Stock, to vote or provide such consent (i) in
favor of the adoption or approval of the Merger Agreement, (ii) against any
alternative acquisition proposal, and (iii) against any amendment to the Merger
Agreement or agreement that could reasonably be expected to prevent, interfere
or delay the transactions contemplated by the Merger Agreement. The
Stockholders have also granted an irrevocable proxy to Viking, and any person
designated in writing by Viking, to vote (or cause to be voted) such
Stockholder’s shares of Company Common Stock, or grant a consent in respect of
such shares, in accordance with the immediately preceding
sentence. The Stockholders have entered into the Voting Agreements
only in their capacities as stockholders of the Company and may vote such shares
on all other matters submitted to the Company’s stockholders for their
approval.
The
Stockholders also agreed that, without the prior written consent of Viking, they
will not, directly or indirectly, sell, offer to sell, give, pledge, encumber,
assign, grant any option for the sale of or otherwise transfer or dispose of, or
enter into any agreement, arrangement or understanding to sell any of their
shares of Company Common Stock, subject to certain exceptions (including, with
respect to the Generation Entities, the ability to transfer shares to affiliates
that agree to be bound by the terms of the Voting
Agreement). Further, the Voting Agreements contain a “no-shop”
restriction on the ability of the Stockholders to solicit alternative
acquisition proposals, provide information and engage in discussions with third
parties. The Voting Agreements terminate and are of no further force
or effect (other than certain provisions which survive) upon the (i) mutual
written consent of the parties; (ii) any material amendment to the Merger
Agreement that decreases the Merger Consideration or changes the form of the
consideration payable to the stockholders or (iii) the termination of the Merger
Agreement in accordance with its terms or upon the consummation of the
Merger.
(c) Not
applicable.
(d) Pursuant
to the Merger Agreement, at the Effective Time, (i) the directors of Merger Sub
immediately prior to the Effective Time shall become the directors of the
Company (the surviving corporation in the Merger), until their respective
successors are duly elected or appointed and qualified or their earlier death,
resignation or removal in accordance with the certificate of incorporation and
bylaws of the Company and (ii) the officers of the Company immediately prior to
the Effective Time shall continue to be the officers of the Company until their
respective successors are duly appointed and qualified or their earlier death,
resignation or removal in accordance with the certificate of incorporation and
bylaws of the Company. At the Effective Time, the board of directors
of the Company will no longer be divided into three classes of
directors.
(e) Not
applicable.
(f) Not
applicable.
(g) Pursuant
to the Merger Agreement, at the Effective Time, the certificate of incorporation
of the Company (the surviving corporation in the Merger) shall be amended and
restated to read in its entirety as set forth in Exhibit A to the Merger
Agreement and, as so amended and restated, shall be the certificate of
incorporation of the surviving corporation until thereafter
amended
as provided therein or by applicable law. Pursuant to the Merger
Agreement, at the Effective Time, the bylaws of the Company (the surviving
corporation in the Merger) shall be amended and restated to conform in their
entirety to the bylaws of Merger Sub, as in effect immediately prior to the
Effective Time (except that all references to “Merger Sub” in the bylaws shall
be changed to refer to the Company) and, as so amended and restated, shall be
the bylaws of the surviving corporation until thereafter amended as provided
therein or by applicable law.
(h) – (i)
The Company Common Stock is traded on the NASDAQ Global Market (“
NASDAQ
”) under the
trading symbol “VRAD.” If the Merger is consummated, the Company
Common Stock will cease to be quoted on the NASDAQ and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the “
Act
”). Viking
intends to cause the surviving corporation to terminate the registration of the
shares of Company Common Stock under the Act as soon as the requirements for
termination of registration are met.
(j) Not
applicable.
References to, and descriptions of, the
Merger Agreement and the Voting Agreements and the transactions contemplated
thereby are only a summary, are not intended to be complete and are qualified in
their entirety by reference to the full text of the Merger Agreement and the
Voting Agreements, respectively, copies of which are filed as Exhibits to this
Statement and which are incorporated herein by reference in this Item 4 in their
entirety.
Item
5. Interest
in Securities of the Issuer
(a) As
a result of the Voting Agreements, the Reporting Persons may be deemed to be the
beneficial owner of 5,112,392 shares of Company Common Stock. This
number of shares represents approximately 31.3% of the issued and outstanding
Company Common Stock based on the number of shares represented by the Company in
the Merger Agreement as being issued and outstanding on May 13,
2010. The Reporting Persons disclaim any beneficial ownership of such
shares, and nothing herein shall be deemed to be an admission by the Reporting
Persons as to the beneficial ownership of such shares. To the
knowledge of each of the Reporting Persons, no shares of Company Common Stock
are beneficially owned by any of the persons identified in
Appendix A-1
and
A-2
to this
Statement.
(b) The
Reporting Persons may be deemed to have shared voting power and/or shared
dispositive power with respect to 5,112,392 shares of Company Common Stock held
by the Stockholders due to the Voting Agreements and their ability to direct the
voting of such shares with respect to the matters specified in the Voting
Agreements and restrict the transfer or sale of such shares as specified in the
Voting Agreements and further described in Item 4. The Reporting
Persons, however, do not control the voting of such shares with respect to other
matters, and do not possess any other rights as a Company stockholder with
respect to such shares.
(c) To
the knowledge of each of the Reporting Persons, no transactions in shares of
Company Common Stock have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To
the knowledge of each of the Reporting Persons, no person other than the
Stockholders have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such shares.
(e) Not
applicable.
As stated above, references to, and
descriptions of, the Merger Agreement and the Voting Agreements as set forth
herein are not intended to be complete and are qualified in their entirety by
reference to the Merger Agreement and the Voting Agreements, respectively,
copies of which are filed as Exhibits to this Statement and which are
incorporated by reference in this Item 5 in their entirety.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The information set forth, or
incorporated by reference, in Items 3 through 5 of this Statement is hereby
incorporated by reference in this Item 6. Except as otherwise
described in this Statement, to the knowledge of the Reporting Persons, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above, and between any such persons
and any other person, with respect to any securities of the
Company.
Item
7. Material
to Be Filed as Exhibits
|
|
99.1
|
Agreement
and Plan of Merger, dated as of May 16, 2010, by and among Viking Holdings
LLC, Viking Acquisition Corporation and Virtual Radiologic
Corporation.
|
|
|
|
|
|
|
99.2
|
Voting
and Proxy Agreement, dated as of May 16, 2010, by and among Viking
Holdings LLC, Generation Capital Partners VRC LP, Generation Members’ Fund
II LP and Generation Capital Partners II LP.
|
|
|
|
|
|
|
99.3
|
Voting
and Proxy Agreement, dated as of May 16, 2010, by and among Viking
Holdings LLC and Eduard Michel, M.D., Ph.D.
|
|
|
|
|
|
|
99.4
|
Joint
Filing Agreement, dated as of May 25, 2010, by and among Viking Holdings
LLC, Providence Equity Partners VI L.P., Providence Equity Partners VI-A
L.P., Providence Equity GP VI L.P. and Providence Equity Partners VI
L.L.C.
|
SIGNATURE
After
reasonable 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:
May 26, 2010
|
|
VIKING
HOLDINGS LLC
|
|
|
|
|
|
By:
|
/s/ Jesse
Du Bey
|
|
|
|
Name:
|
Jesse
Du Bey
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
PROVIDENCE
EQUITY PARTNERS VI L.P.
By:
Providence Equity GP VI L.P., its sole general partner
By:
Providence Equity Partners VI L.L.C., its sole general
partner
|
|
|
|
|
|
By:
|
/s/ Paul J. Salem
|
|
|
|
Name:
|
Paul J.
Salem
|
|
|
|
Title:
|
Senior Managing Director
|
|
|
PROVIDENCE
EQUITY PARTNERS VI-A L.P.
By:
Providence Equity GP VI L.P., its sole general partner
By:
Providence Equity Partners VI L.L.C., its sole general
partner
|
|
|
|
|
|
By:
|
/s/ Paul J. Salem
|
|
|
|
Name:
|
Paul J. Salem
|
|
|
|
Title:
|
Senior Managing Director
|
|
|
PROVIDENCE
EQUITY GP VI L.P.
By:
Providence Equity Partners VI L.L.C., its sole general
partner
|
|
|
|
|
|
By:
|
/s/ Paul J. Salem
|
|
|
|
Name:
|
Paul J. Salem
|
|
|
|
Title:
|
Senior Managing Director
|
|
|
PROVIDENCE
EQUITY PARTNERS VI L.L.C.
|
|
|
|
|
|
By:
|
/s/ Paul J. Salem
|
|
|
|
Name:
|
Paul J. Salem
|
|
|
|
Title:
|
Senior Managing Director
|
[Signature
Page to 13D Filing]
APPENDIX
A-1
INFORMATION
CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
VIKING
HOLDINGS LLC
The
following table sets forth the name, business address, and present principal
occupation or employment of each present director and executive officer of
Viking Holdings LLC, and the principal business and address of any corporation
or other organization in which such employment is conducted.
Directors
|
Name
|
Employer & Business
Address
|
Current Occupation/Position
|
Citizenship
|
|
Jesse
Du Bey
|
Providence
Equity Partners L.L.C.
9
West 57th St., Suite 4700
New
York, NY 10019
|
Mr.
Dubey is a Principal at Providence Equity Partners L.L.C. In
addition, he also serves as: sole manager, President and Secretary of
Viking Holdings LLC; Sole director, President and Secretary of Viking
Acquisition Corporation; Director of ikaSystems Corporation;
Director of Kerasotes Theaters; Director of The Vendome Group, LLC;
Director of World Triathlon Corporation.
|
United
States
|
Executive
Officers
|
Name
|
Employer & Business
Address
|
Current Occupation/Position
|
Citizenship
|
|
Jesse
Du Bey
|
See
“Directors” above.
|
See
“Directors” above.
|
United
States
|
|
Peter
O. Wilde
|
Providence
Equity Partners L.L.C.
50
Kennedy Plaza, 18th Floor
Providence,
Rhode Island 02903
|
Mr.
Wilde is a Managing Director of Providence Equity Partners
L.L.C. In addition, he also serves as: Treasurer of Viking
Holdings LLC and Viking Acquisition Corporation; Chairman of Archipelago
Learning, Inc.; Director of Asurion Corporation; Director of Decision
Resources, Inc.; Director of Edline Holdings, Inc. and Edline Midco, Inc.;
Director of Education Management Corp.; Director of ikaSystems
Corporation; Director of JBP Holdings, LLC; Director of Survey Sampling
International LLC.
|
United
States
|
