12 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: As discussed above, we completed the acquisition of ShiftWizard on October 12, 2020, completed the acquisition of ANSOS on December 2, 2020, and completed the acquisition of myClinicalExchange on December 10, 2020.
+Added: We are continuing the process of analyzing the systems of internal control over financial reporting of these acquired businesses and integrating them within our broader framework of controls.
+Added: In accordance with the SEC’s rules which allow us to exclude these acquired businesses from our internal controls assessment in respect of periods ending on or prior to the first anniversary of the completion of any such acquisition, and taking into account the proximity of the closing date of these acquisitions to our internal controls assessment date of December 31, 2020, we have excluded these acquired businesses from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020.
+Added: The assets of ShiftWizard as of December 31, 2020 represented approximately 1% of our total consolidated assets as of such date, and the net revenues of the ShiftWizard during the year ended December 31, 2020 (including the period in 2020 prior to our acquisition of ShiftWizard) represented approximately 2% of our consolidated net revenues during our fiscal year ended December 31, 2020.
+Added: The assets of ANSOS as of December 31, 2020 represented approximately 3% of our total consolidated assets as of such date, and the net revenues of ANSOS during the year ended December 31, 2020 (including the period in 2020 prior to the acquisition of ANSOS) represented approximately 11% of our consolidated net revenues during our fiscal year ended December 31, 2020.
+Added: The assets of myClinicalExchange as of December 31, 2020 represented less than 1% of our total consolidated assets as of such date, and the net revenues of myClinicalExchange during the year ended December 31, 2020 (including the period in 2020 prior to our acquisition of myClinicalExchange) represented less than 1% of our consolidated net revenues during our fiscal year ended December 31, 2020.
+Added: We plan to complete the integration of these acquired businesses within our broader framework of internal controls during 2021 and include these acquired businesses within management’s assessment of our internal control over financial reporting in our next annual report on Form 10-K.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).
−Removed: Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.
+Added: Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational
+Added: effectiveness of our internal control over financial reporting.
Management believes that, as of December 31, 2020 , the Company’s internal control over financial reporting was effective based on those criteria.
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(a)(3) Exhibits
−Removed: Membership Interest Purchase Agreement, dated as of February 12, 2015, between HealthStream, Inc., Littrell Holdings, Inc., HealthLine Systems, Inc., the Shareholders of HealthLine Systems, Inc., and Dan Littrell in his individual capacity and as the Shareholders Representative.
−Removed: Stock Purchase Agreement, by and between Echo, Inc.
−Removed: and Morrisey Holdings, Inc., dated August 8, 2016.
Membership Interest Purchase Agreement, by and between HealthStream, Inc.
and Press Ganey Associates, Inc., dated February 12, 2018.
+Added: Equity Purchase Agreement, dated November 25, 2020, by and among HSTM Max Holdings, Inc., Change Healthcare Holdings, LLC, Change Healthcare Technologies, LLC and Change Healthcare Ireland Limited.
Fourth Amended and Restated Charter of HealthStream, Inc.
7 unchanged sentences
and Robert A.
−Removed: Form of HealthStream, Inc.
−Removed: Non-Qualified Stock Option Agreement (Employees) under 2010 Stock Incentive Plan
−Removed: Form of HealthStream, Inc.
−Removed: Incentive Stock Option Agreement (Employees) under 2010 Stock Incentive Plan
−Removed: Form of HealthStream, Inc.
−Removed: Non-Qualified Stock Option Agreement (Directors) under 2010 Stock Incentive Plan
−Removed: Form of HealthStream, Inc.
−Removed: Restricted Share Unit Agreement (Officers) under 2010 Stock Incentive Plan
−Removed: Form of HealthStream, Inc.
−Removed: Restricted Share Unit Agreement (Non-Employee Director) under 2010 Stock Incentive Plan
Revolving Credit Agreement, dated November 24, 2014, by and among HealthStream, Inc., the several banks and other financial institutions and lenders from time to time party thereto and SunTrust Bank, as administrative agent, issuing bank, and swingline lender
13 unchanged sentences
and SunTrust Bank.
+Added: Third Amendment to Revolving Credit Agreement, dated as of October 28, 2020, by and between HealthStream, Inc.
+Added: and SunTrust Bank.
Form of HealthStream, Inc.
2 unchanged sentences
Form of HealthStream, Inc.
−Removed: Restricted Share Unit Agreement (Performance) under 2016 Stock
−Removed: Incentive Plan between HealthStream, Inc.
+Added: Restricted Share Unit Agreement (Performance) under 2016 Stock Incentive Plan between HealthStream, Inc.
and Michael Sousa
5 unchanged sentences
and Robert A.
+Added: Form of HealthStream, Inc.
+Added: Non-Qualified Stock Option Agreement under 2016 Omnibus Incentive Plan.
Subsidiaries of HealthStream, Inc.
16 unchanged sentences
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated February 12, 2018.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated August 8, 2016.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2005.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated June 1, 2010.
−Removed: Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2012 filed with the SEC on April 30, 2012.
−Removed: Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2010.
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated November 30, 2020.
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 23, 2015.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 16, 2018.
+Added: Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, for the year ended December 31, 2019, filed with the SEC on February 26, 2020.
+Added: Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2010.
+Added: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2005.
+Added: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated November 25, 2014.
Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2015, filed with the SEC on October 30, 2015.
4 unchanged sentences
Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated January 2, 2019.
−Removed: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated February 12, 2018.
+Added: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated October 28, 2020.
+Added: Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated May 16, 2018.
Incorporated by reference from exhibit filed on our Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2019, filed with the SEC on July 26, 2019.
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HEALTHSTREAM, INC.
−Removed: /s/ R OBERT A.
−Removed: F RIST , J R .
+Added: /s/ ROBERT A.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: /s/ R OBERT A.
−Removed: F RIST , J R .
+Added: /s/ ROBERT A.
Chief Executive Officer and
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Chairman (Principal Executive Officer)
−Removed: /s/ S COTT A.
Chief Financial Officer and Senior Vice President
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(Principal Financial and Accounting Officer)
−Removed: /s/ T HOMPSON D ENT
+Added: /s/ THOMPSON DENT
February 25, 2021
Thompson Dent
−Removed: /s/ F RANK G ORDON
+Added: /s/ FRANK GORDON
February 25, 2021
−Removed: M ARTIN H ARRIS
+Added: MARTIN HARRIS
February 25, 2021
Martin Harris
−Removed: /s/ J EFFREY L.
+Added: /s/ JEFFREY L.
February 25, 2021
−Removed: /s/ L INDA R EBROVICK
+Added: /s/ LINDA REBROVICK
February 25, 2021
Linda Rebrovick
−Removed: /s/ M ICHAEL S HMERLING
+Added: /s/ MICHAEL SHMERLING
February 25, 2021
Michael Shmerling
−Removed: /s/ W ILLIAM S TEAD
+Added: /s/ WILLIAM STEAD
February 25, 2021
William Stead
−Removed: /s/ D EBORAH T AYLOR T ATE
+Added: /s/ DEBORAH TAYLOR TATE
February 25, 2021
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.