<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 13, 1997
---------------------------
HEALTHDYNE INFORMATION ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-270576 58-2112366
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1850 Parkway Place, Suite 1100, Marietta, Georgia 30067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 423-8450
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(Former name or former address, if changed since last report)
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ITEM 5 Other Events.
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On June 13, 1997, Healthdyne Information Enterprises, Inc. ("HIE" or
the "Company") entered into agreements (the "Restructuring Agreements") relative
to the restructuring of investors' interests in Criterion Health Strategies,
Inc. ("CHS"). Under the Restructuring Agreements, CHS acquired the 26% equity
ownership in CHS held by two CHS executive officers for a nominal fee, and such
officers entered into employment agreements with CHS, pursuant to which each
received an option to purchase 60,000 shares of HIE Common Stock at an exercise
price of $2.88 per share. In addition, with respect to the 10% of the CHS equity
which had been reserved for issuance upon the exercise of options granted or to
be granted under the CHS stock option plan, CHS canceled all of the options
outstanding under the plan, and the Company replaced such options with options
to purchase an aggregate of 79,100 shares of HIE Common Stock at an exercise
price of $2.88 per share. As the result of the consummation of the transactions
contemplated by the Restructuring Agreements, the 25 shares of CHS Common Stock
and the CHS promissory note held by the Company now represent on a fully diluted
basis a 50% equity interest in CHS. The Company has an option, which is
exercisable through December 31, 1997, to acquire the remaining 50% equity
ownership interest in CHS from a third party in exchange for HIE stock.
ITEM 7 Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
2.1 Agreement dated June 13, 1997 between Healthdyne
Information Enterprises, Inc. ("HIE"), Criterion
Health Strategies, Inc. ("CHS") and Brenton L.
Teveit ("Teveit").
2.2 Agreement dated June 13, 1997 between HIE, CHS
and J. Edward Pearson, Jr. ("Pearson").
2.3 Second Amendment to Incorporation Agreement and
Termination of Pledge Agreement dated June 13,
1997 between HIE, CHS, The Southern Venture Fund
II, L.P. ("SVFII"), Teveit and Pearson.
2.4 Waiver and Third Amendment to Shareholders'
Agreement dated June 13, 1997 between HIE, CHS,
SVFII, Teveit and Pearson.
2.5 Agreement Concerning Prepayment and Agency
Agreement dated November 15, 1996 between HIE,
Jerry Scott, George Schwend, Keith Voigts, Larry
Streepy, Steve Fraser, JMS Charitable Trust, JMS
Inheritance Trust, ESS Charitable Trust, ESS
Inheritance Trust, MLS Charitable Trust, MLS
Inheritance Trust and CBS Charitable Trust.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HEALTHDYNE INFORMATION ENTERPRISES, INC.
Registrant
By: /s/ Joseph G. Bleser
-------------------------------------
Name: Joseph G. Bleser
Title:Vice President-Finance,
Chief Financial Officer,
Treasurer and Secretary
Dated: June 27, 1997
3
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
2.1 Agreement dated June 13, 1997 between Healthdyne Information
Enterprises, Inc. ("HIE"), Criterion Health Strategies, Inc.
("CHS") and Brenton L. Teveit ("Teveit").
2.2 Agreement dated June 13, 1997 between HIE, CHS and J. Edward
Pearson, Jr. ("Pearson").
2.3 Second Amendment to Incorporation Agreement and Termination
of Pledge Agreement dated June 13, 1997 between HIE, CHS, The
Southern Venture Fund II, L.P. ("SVFII"), Teveit and Pearson.
2.4 Waiver and Third Amendment to Shareholders' Agreement dated
June 13, 1997 between HIE, CHS, SVFII, Teveit and Pearson.
2.5 Agreement Concerning Prepayment and Agency Agreement dated
November 15, 1996 between HIE, Jerry Scott, George Schwend,
Keith Voigts, Larry Streepy, Steve Fraser, JMS Charitable
Trust, JMS Inheritance Trust, ESS Charitable Trust, ESS
Inheritance Trust, MLS Charitable Trust, MLS Inheritance
Trust and CBS Charitable Trust.
4
<PAGE> 1
EXHIBIT 2.1
AGREEMENT
This AGREEMENT dated as of June 13, 1997 (the "Agreement"), by and
between Healthdyne Information Enterprises, Inc., a Georgia corporation ("HIE"),
Criterion Health Strategies, Inc. (f/k/a Alpha Development Corp.), a Tennessee
corporation (the "Company"), and Brenton L. Teveit ("Teveit").
W I T N E S S E T H:
WHEREAS, each of HIE, The Southern Venture Fund II, L.P., a Delaware
limited partnership ("SVFII"), Teveit and J. Edward Pearson, Jr. ("Pearson")
(Teveit and Pearson, collectively, the "Shareholders" and, individually, a
"Shareholder") are investors in the Company, with the following respective
interests in the Company:
(i) each of HIE and SVFII owning twenty-five (25) shares of
common stock, no par value, of the Company (the "Criterion Common
Stock"), and a Convertible Debenture of the Company due June 30, 2004,
dated October 21, 1994, in the principal amount of $2,000,000
(individually, a "Criterion Debenture" and collectively, the "Criterion
Debentures"), pursuant to the terms of the Investment Agreement (as
hereinafter defined) among the Company, Healthdyne, Inc., a Georgia
corporation ("Healthdyne"), HIE, SVFII, and the Shareholders; and
(ii) each of the Shareholders owning 650,000 shares of
Criterion Common Stock (as to each Shareholder, the "Shareholder's
Criterion Shares" and, collectively, the "Shareholders' Criterion
Shares"); and
WHEREAS, the Company currently has outstanding options to purchase an
aggregate of 164,100 shares of the Criterion Common Stock, as set forth in
greater detail on Exhibit A hereto; and
WHEREAS, HIE and SVFII are parties to the SVFII Agreements (as
hereinafter defined), pursuant to which SVFII has granted to HIE an option to
purchase SVFII's entire investment in the Company; and
WHEREAS, HIE, SVFII, the Shareholders and the Company have previously
entered into a Consent (as hereinafter defined), pursuant to which the parties
consented to the execution and entry into the SVFII Agreements and the
consummation of the transactions contemplated thereby, subject, in the case of
the Shareholders and the Company, to the execution and consummation of
definitive agreements between HIE and the Shareholders as contemplated by the
AIP (as hereinafter defined); and
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WHEREAS, HIE, the Company and each of the Shareholders desires to
restructure the transactions contemplated by the AIP as set forth herein and in
the agreement of even date herewith among the Company, HIE and Pearson (the
"Pearson Agreement");
NOW, THEREFORE, in consideration of the premises hereof and the mutual
benefits to be derived hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, HIE, the Company and
Teveit agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the respective meanings indicated below:
"AIP" -- Agreement in principle dated November 6, 1996 among
HIE and the Shareholders.
"Amended Loan Agreement" -- Loan Agreement effective as of
October 21, 1994 between the Company and Healthdyne, as amended by the First
Amendment thereto dated as of December 4, 1995.
"Amended Pledge Agreement" -- the Pledge Agreement dated as of
October 21, 1994 between Healthdyne and the Shareholders, as amended by the
First Amendment thereto, dated as of December 4, 1995 between Healthdyne, HIE,
SVFII and the Shareholders.
"Amended Security Agreement" -- the Security Agreement
effective as of October 21, 1994 between Healthdyne and the Company, as amended
by the First Amendment thereto dated as of December 4, 1995 between Healthdyne,
HIE, SVFII and the Company.
"Amended Shareholders Agreement" -- the Shareholders'
Agreement dated as of October 21, 1994 between Healthdyne, the Company and the
Shareholders, as amended by the Waiver and Second Amendment to Shareholders'
Agreement dated as of December 4, 1995 between Healthdyne, HIE, SVFII, the
Company and the Shareholders.
"Ancillary Agreements" -- the Amended Loan Agreement, the
Amended Pledge Agreement, the Amended Security Agreement, the Amended
Shareholders' Agreement, the Incorporation Agreement (as hereinafter defined),
the Intercreditor Agreement (as hereinafter defined), the Investment Agreement
(as hereinafter defined) and the Side Letter Agreement (as hereinafter defined).
"Consent"-- the Consent dated as of December 18, 1996 among
the Company, HIE, SVFII and the Shareholders.
"Criterion Options" -- Options to purchase shares of the
Criterion Common Stock, as listed on Exhibit A to this Agreement.
"Incorporation Agreement" -- the Incorporation Agreement dated
as of October 21, 1994 between the Company, Healthdyne and the Shareholders, as
amended.
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"Intercreditor Agreement"-- the Intercreditor Agreement
dated as of December 4, 1995 between HIE and SVFII.
"Investment Agreement" -- the Investment Agreement and First
Amendment to Incorporation Agreement dated as of December 4, 1995 among the
Company, Healthdyne, HIE, SVFII and the Shareholders.
"Side Letter Agreement" -- Letter Agreement dated as of
December 4, 1995 among HIE, SVFII and the Company.
"SVFII Agreements" -- the Option Agreement dated as of
December 18, 1996 between HIE and SVFII, as amended by that certain letter
agreement between SVFII and HIE dated May 16, 1997, and related Stock Purchase
Warrant.
2. Surrender of Shareholder's Criterion Shares.
(a) Surrender of Shareholder's Criterion Shares. Subject to
the terms and conditions of this Agreement, Teveit agrees to surrender to the
Company all of his Shareholder's Criterion Shares for the consideration
specified below in this Section 2.
(b) Consideration. It being hereby recognized, agreed and
acknowledged by the parties hereto that the Shareholder's Criterion Shares owned
by Teveit are currently without value, the Company shall pay to Teveit in
consideration for the surrender of his Shareholder's Criterion Shares the
nominal sum of $10.00, such sum constituting the entire consideration for such
Shareholder's Criterion Shares.
3. Employment Arrangements between the Company and Teveit.
(a) Employment Agreement. Upon and subject to the Closing
of the transactions contemplated by this Agreement, Teveit and the Company shall
enter into an employment agreement (the "Teveit Employment Agreement") on
substantially the terms and conditions reflected on Exhibit B hereto, whereby
Teveit shall be employed by the Company during the period and on the terms and
conditions set forth therein.
(b) HIE Option. In consideration of Teveit's agreeing to
enter into the Teveit Employment Agreement and to provide services to the
Company pursuant thereto, HIE has granted to Teveit an option (the "HIE Option")
to purchase 60,000 shares of the Common Stock, par value $.01 per share, of HIE,
at an exercise price of $2.88 per HIE share, such HIE Option subject to those
terms and conditions set forth in the Option Agreement between HIE and Teveit
attached hereto as Exhibit C (the "HIE Option Agreement").
4. Consent to SVFII Agreements. Upon and subject to the Closing
of the transactions contemplated by this Agreement, Teveit hereby consents to
and approves the execution of and entry by HIE and SVFII into the SVFII
Agreements and the consummation of the transactions contemplated thereby, and
waives his right of first refusal under the Amended Shareholders' Agreement and
any requirements under the Investment Agreement and the
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<PAGE> 4
Incorporation Agreement which may be applicable with respect to any transfer of
SVFII's interest in the Company to HIE pursuant to the SVFII Agreements.
5. Criterion Options.
(a) Each of the parties hereto agrees to use its best
efforts to take, or cause to be taken, all actions and do, or cause to be done,
all things necessary, proper or advisable in order to accomplish the following:
(i) the cancellation and termination of all
outstanding Criterion Options; and
(ii) the issuance to the holders of Criterion
Options of options to be issued under a stock option plan of
HIE, such replacement options to reflect the terms and
conditions set forth in the HIE Replacement Stock Option
Agreement attached as Exhibit D hereto.
6. Closing.
(a) Time and Location. Subject to the terms and conditions
of this Agreement, the closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Troutman Sanders
LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308 at 9:00 a.m.
local time on the second business day following the satisfaction or waiver of
all conditions to the obligations of the parties to consummate the transactions
contemplated hereby, or such other place and time as HIE, the Company and Teveit
shall agree (the "Closing Date"). The parties hereto acknowledge and agree that
the Closing hereunder shall occur simultaneously with the closing of the
transactions contemplated by the Pearson Agreement and satisfaction of the other
conditions hereinafter set forth in Section 6(c).
(b) Closing Deliveries. At the Closing, the following
deliveries shall take place:
(i) Teveit shall deliver to the Company stock
certificates representing his Shareholder's Criterion Shares,
accompanied by a duly executed stock power or duly endorsed
for transfer to the Company.
(ii) The Company shall deliver to Teveit a check
in the amount of $10.00.
(iii) The Company shall deliver to HIE all
outstanding agreements evidencing Criterion Options,
accompanied by evidence satisfactory to HIE of the
cancellation and termination of such Criterion Options as
contemplated by Section 5 of this Agreement.
(iv) HIE, the Company and the Shareholders
mutually agree to execute and deliver such other instruments
as shall be reasonably necessary to consummate the
transactions contemplated hereby, by the Pearson Agreement and
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<PAGE> 5
by the SVFII Agreements, including but not limited to the
resignation of Teveit from the Board of Directors of the
Company and the termination or modification, if necessary and
as appropriate, of the Ancillary Agreements.
(c) Conditions to Closing. The Closing hereunder shall be
subject to the satisfaction or waiver of the following conditions:
(i) the simultaneous closing of Pearson's
surrender to the Company of the Shareholder's Criterion Shares
owned by Pearson pursuant to the Pearson Agreement;
(ii) the cancellation and replacement of the
Criterion Options, as contemplated by Section 6 hereof; and
(iii) the termination or modification, as
appropriate or necessary, of the Ancillary Agreements.
7. Representations, Warranties and Agreements of HIE. HIE hereby
represents and warrants to Teveit that:
(a) HIE is a corporation duly organized, validly existing
and in good standing under the laws of the State of Georgia, and has the
corporate power to own and operate its properties, to carry on its business as
now conducted and to enter into and to perform its obligations under this
Agreement.
(b) HIE has full legal right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the performance by HIE of its
obligations hereunder and under each instrument and under the transactions
contemplated hereby are within the corporate powers of HIE and have been duly
authorized by all necessary corporate action properly taken, and do not and will
not contravene or conflict with the articles of incorporation or by-laws of HIE
or any material agreement binding upon HIE or its properties or, to the
knowledge of HIE, any material provision of law or any applicable material
judgment, ordinance, regulation or order of any court or governmental agency.
(c) This Agreement is the legal, valid and binding
obligation of HIE, enforceable against it in accordance with its respective
terms except as such enforceability may be limited by bankruptcy or similar laws
affecting the rights of creditors generally and by the availability of equitable
remedies.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by HIE of this Agreement or the consummation
by HIE of the transactions contemplated hereby, except such as may be required
under the Securities Act of 1933, as amended, or any applicable Blue Sky Laws.
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8. Representations, Warranties and Agreements of The Company.
The Company hereby represents and warrants to Teveit that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee, and has
the corporate power to own and operate its properties, to carry on its business
as now conducted and to enter into and to perform its obligations under this
Agreement.
(b) The Company has full legal right, power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the performance by the
Company of its obligations hereunder and under each instrument and under the
transactions contemplated hereby are within the corporate powers of the Company
and have been duly authorized by all necessary corporate action properly taken,
and do not and will not contravene or conflict with the articles of
incorporation or by-laws of the Company or any material agreement binding upon
the Company or its properties or, to the knowledge of the Company, any material
provision of law or any applicable material judgment, ordinance, regulation or
order of any court or governmental agency.
(c) This Agreement is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its
respective terms except as such enforceability may be limited by bankruptcy or
similar laws affecting the rights of creditors generally and by the availability
of equitable remedies.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by the Company of this Agreement or the
consummation by the Company of the transactions contemplated hereby.
9. Representations, Warranties and Agreements of Teveit.
Teveit hereby represents and warrants to HIE and the Company that:
(a) Teveit has full power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby, and has taken
all action necessary for the due execution and delivery of this Agreement and
has duly executed and delivered this Agreement. This Agreement constitutes
Teveit's legal, valid and binding obligation enforceable against Teveit in
accordance with its terms, except as such enforceability may be limited by
bankruptcy or similar laws affecting the rights of creditors generally and by
the availability of equitable remedies and will not contravene or conflict with
any material agreement binding upon Teveit or his properties or, to the
knowledge of Teveit, any material provision of law or any applicable material
judgment, ordinance, regulation or order of any court or governmental agency.
(b) Teveit has good, valid and marketable title,
beneficially and of record, to the Shareholder's Criterion Shares owned by him,
free and clear of any and all restrictions, claims, pledges, liens, charges,
security interests and other encumbrances (collectively "Liens") other than
Liens pursuant to any of the Ancillary Agreements, and, at the Closing, will
transfer to the Company good, valid and marketable title thereto free and clear
of all Liens. The
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Shareholder's Criterion Shares represent, and on the Closing Date will
represent, all of Teveit's interest in the Company.
(c) There are no options, warrants or other rights to
purchase shares of the Criterion Common Stock except (i) as set forth on Exhibit
A to this Agreement and (ii) the Criterion Debentures.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by Teveit of this Agreement or the
consummation by Teveit of the transactions contemplated hereby, except such as
have been obtained or will be obtained hereunder.
(e) Teveit has been provided with the HIE Form 10-K for the
year ended December 31, 1996 and the HIE Form 10-Q for the quarter ended March
31, 1997 (the "SEC Documents") and has been provided ample opportunity to review
the SEC Documents.
10. Miscellaneous.
(a) Governing Law; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(b) Successor and Assigns. This Agreement shall inure to
the benefit and shall be binding upon the parties, their legal representatives
and permitted assigns, subject to the limitations otherwise set forth in this
Agreement.
(c) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed and all such
counterparts or facsimile copy thereof shall be deemed to be an original
instrument.
(d) Notices. Any notice or other communication by any party
hereto to the other parties shall be in writing and shall be given, and be
deemed to have been given, if either delivered personally, by overnight delivery
service or mail, postage prepaid, registered or certified mail, return receipt
requested, addressed as follows:
(i) to HIE: Healthdyne Information Enterprises, Inc.
1850 Parkway Place, 11th Floor
Marietta, Georgia 30067
Telephone: (770) 423-8450
Facsimile: (770) 423-8440
Attention: President and CEO
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(ii) to Teveit: Brenton L. Teveit
4953 Tyne Ridge Court
Nashville, Tennessee 37220
Telephone: (615) 269-7794
(iii) to the Company: Criterion Health Strategies, Inc.
215 Second Avenue North, Suite 200
Nashville, Tennessee 37201
Telephone: (615) 259-3363
Facsimile: (615) 259-2877
Attention: President
Any party may change the address for notice by notifying the other parties in
writing of the new address.
(e) Specific Performance. The parties hereto acknowledge and agree
that the benefits to them under this Agreement are unique, that they are willing
to enter into this Agreement only upon performance by each other of all of their
obligations hereunder and that they will not have an adequate remedy at law if
the other fails to perform any of its obligations hereunder. Accordingly, the
parties hereby agree that each shall have the right, in addition to any other
rights or remedies it may have at law or in equity, to specific performance or
equitable relief by way of injunction if the other party fails to perform any of
its obligations hereunder.
(f) Modification or Waiver. No change, modification or waiver of any
term of this Agreement shall be valid or binding upon the parties hereto unless
such change, modification or waiver shall be in writing signed by all parties
hereto.
(g) Headings. The headings and captions used in this Agreement are
used for convenience of reference only and shall not be considered in construing
or interpreting this Agreement. All references in this Agreement to sections,
paragraphs and exhibits shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits attached hereto, all of which are incorporated
herein by this reference.
(h) Entire Agreement. This Agreement and the other instruments
specified herein constitute the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersede all prior
discussions, understandings and agreements with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
--------------------------------------
Name: Joseph G. Bleser
Title: Vice President and Chief
Financial Officer
BRENTON L. TEVEIT
/s/ Brenton L. Teveit
------------------------------------------
Brenton L. Teveit
CRITERION HEALTH STRATEGIES, INC.
By: /s/ H. Darrell Young
--------------------------------------
Name: H. Darrell Young
Title: Chairman and Chief Executive
Officer
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EXHIBIT A
Outstanding Options to Purchase Criterion Health Strategies, Inc. Common Stock
as of June 3, 1997
<TABLE>
<CAPTION>
Number of
Name of Optionee Option Shares Amount Vested
- ---------------- ------------- -------------
<S> <C> <C>
Deborah Dean 60,000 27,500
Thomas Wilmot 50,000 25,000
Matt O'Connell 7,500 1,250
Joe Brouillette 6,000 2,500
Jim Benson 15,000 0
Kevin Linkous 500 0
Laura Morgan 100 0
John W. Lawless 25,000 12,500
------ ------
Total options outstanding 164,100 85,000
</TABLE>
<PAGE> 11
EXHIBIT B
Employment Arrangements between the Company and Brenton L. Teveit
<TABLE>
<S> <C>
TERM OF EMPLOYMENT A period of six months from the date of the
Closing, unless extended by mutual agreement.
DUTIES Assume the lead role in the Company's sales
efforts.
LOCATION Primarily at the Company's principal offices in
Nashville, Tennessee, and such other
locations as may be reasonably requested.
COMPENSATION Base salary at the rate of $50,000 per annum,
payable in arrears in equal installments not
less frequently than bi-weekly, in
accordance with the Company's payroll
practices; $65,000 per annum draw against
commissions and a 10% commission on Company
sales.
COVENANTS Noncompetition, nonsolicitation and
nondisclosure covenants will be included.
OPTION An option for 60,000 shares of HIE common stock
at exercise price of $2.88, vesting 50% on
grant date and 50% on 1st anniversary.
</TABLE>
<PAGE> 1
EXHIBIT 2.2
AGREEMENT
This AGREEMENT dated as of June 13, 1997 (the "Agreement"), by and
between Healthdyne Information Enterprises, Inc., a Georgia corporation ("HIE"),
Criterion Health Strategies, Inc. (f/k/a Alpha Development Corp.), a Tennessee
corporation (the "Company"), and J. Edward Pearson, Jr. ("Pearson").
W I T N E S S E T H:
WHEREAS, each of HIE, The Southern Venture Fund II, L.P., a Delaware
limited partnership ("SVFII"), Pearson and Brenton L. Teveit ("Teveit") (Teveit
and Pearson, collectively, the "Shareholders" and, individually, a
"Shareholder") are investors in the Company, with the following respective
interests in the Company:
(i) each of HIE and SVFII owning twenty-five (25) shares of
common stock, no par value, of the Company (the "Criterion Common
Stock"), and a Convertible Debenture of the Company due June 30, 2004,
dated October 21, 1994, in the principal amount of $2,000,000
(individually, a "Criterion Debenture" and collectively, the "Criterion
Debentures"), pursuant to the terms of the Investment Agreement (as
hereinafter defined) among the Company, Healthdyne, Inc., a Georgia
corporation ("Healthdyne"), HIE, SVFII, and the Shareholders; and
(ii) each of the Shareholders owning 650,000 shares of
Criterion Common Stock (as to each Shareholder, the "Shareholder's
Criterion Shares" and, collectively, the "Shareholders' Criterion
Shares"); and
WHEREAS, the Company currently has outstanding options to purchase an
aggregate of 164,100 shares of the Criterion Common Stock, as set forth in
greater detail on Exhibit A hereto; and
WHEREAS, HIE and SVFII are parties to the SVFII Agreements (as
hereinafter defined), pursuant to which SVFII has granted to HIE an option to
purchase SVFII's entire investment in the Company; and
WHEREAS, HIE, SVFII, the Shareholders and the Company have previously
entered into a Consent (as hereinafter defined), pursuant to which the parties
consented to the execution and entry into the SVFII Agreements and the
consummation of the transactions contemplated thereby, subject, in the case of
the Shareholders and the Company, to the execution and consummation of
definitive agreements between HIE and the Shareholders as contemplated by the
AIP (as hereinafter defined); and
<PAGE> 2
WHEREAS, HIE, the Company and each of the Shareholders desires to
restructure the transactions contemplated by the AIP as set forth herein and in
the agreement of even date herewith among the Company, HIE and Teveit (the
"Teveit Agreement");
NOW, THEREFORE, in consideration of the premises hereof and the mutual
benefits to be derived hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, HIE, the Company and
Pearson agree as follows:
1. Definitions. For purposes of this Agreement, the
following terms shall have the respective meanings indicated below:
"AIP" -- Agreement in principle dated November 6, 1996 among
HIE and the Shareholders.
"Amended Loan Agreement" -- Loan Agreement effective as of
October 21, 1994 between the Company and Healthdyne, as amended by the First
Amendment thereto dated as of December 4, 1995.
"Amended Pledge Agreement" -- the Pledge Agreement dated as of
October 21, 1994 between Healthdyne and the Shareholders, as amended by the
First Amendment thereto, dated as of December 4, 1995 between Healthdyne, HIE,
SVFII and the Shareholders.
"Amended Security Agreement" -- the Security Agreement
effective as of October 21, 1994 between Healthdyne and the Company, as amended
by the First Amendment thereto dated as of December 4, 1995 between Healthdyne,
HIE, SVFII and the Company.
"Amended Shareholders Agreement" -- the Shareholders'
Agreement dated as of October 21, 1994 between Healthdyne, the Company and the
Shareholders, as amended by the Waiver and Second Amendment to Shareholders'
Agreement dated as of December 4, 1995 between Healthdyne, HIE, SVFII, the
Company and the Shareholders.
"Ancillary Agreements" -- the Amended Loan Agreement, the
Amended Pledge Agreement, the Amended Security Agreement, the Amended
Shareholders' Agreement, the Incorporation Agreement (as hereinafter defined),
the Intercreditor Agreement (as hereinafter defined), the Investment Agreement
(as hereinafter defined) and the Side Letter Agreement (as hereinafter defined).
"Consent"-- the Consent dated as of December 18, 1996 among
the Company, HIE, SVFII and the Shareholders.
"Criterion Options" -- Options to purchase shares of the
Criterion Common Stock, as listed on Exhibit A to this Agreement.
"Incorporation Agreement" -- the Incorporation Agreement dated
as of October 21, 1994 between the Company, Healthdyne and the Shareholders, as
amended.
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<PAGE> 3
"Intercreditor Agreement"-- the Intercreditor Agreement
dated as of December 4, 1995 between HIE and SVFII.
"Investment Agreement" -- the Investment Agreement and First
Amendment to Incorporation Agreement dated as of December 4, 1995 among the
Company, Healthdyne, HIE, SVFII and the Shareholders.
"Side Letter Agreement" -- Letter Agreement dated as of
December 4, 1995 among HIE, SVFII and the Company.
"SVFII Agreements" -- the Option Agreement dated as of
December 18, 1996 between HIE and SVFII, as amended by that certain letter
agreement between SVFII and HIE dated May 16, 1997, and related Stock Purchase
Warrant.
2. Surrender of Shareholder's Criterion Shares.
(a) Surrender of Shareholder's Criterion Shares.
Subject to the terms and conditions of this Agreement, Pearson agrees to
surrender to the Company all of his Shareholder's Criterion Shares for the
consideration specified below in this Section 2.
(b) Consideration. It being hereby recognized, agreed and
acknowledged by the parties hereto that the Shareholder's Criterion Shares owned
by Pearson are currently without value, the Company shall pay to Pearson in
consideration for the surrender of his Shareholder's Criterion Shares the
nominal sum of $10.00, such sum constituting the entire consideration for such
Shareholder's Criterion Shares.
3. Employment Arrangements between the Company and Pearson.
(a) Employment Agreement. Upon and subject to the Closing
of the transactions contemplated by this Agreement, Pearson and the Company
shall enter into an employment agreement (the "Pearson Employment Agreement") on
substantially the terms and conditions reflected on Exhibit B hereto, whereby
Pearson shall be employed by the Company during the period and on the terms and
conditions set forth therein.
(b) HIE Option. In consideration of Pearson's agreeing to
enter into the Pearson Employment Agreement and to provide services to the
Company pursuant thereto, HIE has granted to Pearson an option (the "HIE
Option") to purchase 60,000 shares of the Common Stock, par value $.01 per
share, of HIE, at an exercise price of $[2.88] per HIE share, such HIE Option
subject to those terms and conditions set forth in the Option Agreement between
HIE and Pearson attached hereto as Exhibit C (the "HIE Option Agreement").
4. Consent to SVFII Agreements. Upon and subject to the Closing
of the transactions contemplated by this Agreement, Pearson hereby consents to
and approves the execution of and entry by HIE and SVFII into the SVFII
Agreements and the consummation of the transactions contemplated thereby, and
waives his right of first refusal under the Amended Shareholders' Agreement
and any requirements under the Investment Agreement and the
-3-
<PAGE> 4
Incorporation Agreement which may be applicable with respect to any transfer of
SVFII's interest in the Company to HIE pursuant to the SVFII Agreements.
5. Criterion Options.
(a) Each of the parties hereto agrees to use its best
efforts to take, or cause to be taken, all actions and do, or cause to be done,
all things necessary, proper or advisable in order to accomplish the following:
(i) the cancellation and termination of all
outstanding Criterion Options; and
(ii) the issuance to the holders of Criterion
Options of options to be issued under a stock option plan of
HIE, such replacement options to reflect the terms and
conditions set forth in the HIE Replacement Stock Option
Agreement attached as Exhibit D hereto.
6. Closing.
(a) Time and Location. Subject to the terms and conditions
of this Agreement, the closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Troutman Sanders
LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308 at 9:00 a.m.
local time on the second business day following the satisfaction or waiver of
all conditions to the obligations of the parties to consummate the transactions
contemplated hereby, or such other place and time as HIE, the Company and
Pearson shall agree (the "Closing Date"). The parties hereto acknowledge and
agree that the Closing hereunder shall occur simultaneously with the closing of
the transactions contemplated by the Teveit Agreement and satisfaction of the
other conditions hereinafter set forth in Section 6(c).
(b) Closing Deliveries. At the Closing, the following
deliveries shall take place:
(i) Pearson shall deliver to the Company stock
certificates representing his Shareholder's Criterion Shares,
accompanied by a duly executed stock power or duly endorsed
for transfer to the Company.
(ii) The Company shall deliver to Pearson a
check in the amount of $10.00.
(iii) The Company shall deliver to HIE all
outstanding agreements evidencing Criterion Options,
accompanied by evidence satisfactory to HIE of the
cancellation and termination of such Criterion Options as
contemplated by Section 5 of this Agreement.
(iv) HIE, the Company and the Shareholders
mutually agree to execute and deliver such other instruments
as shall be reasonably necessary to
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<PAGE> 5
consummate the transactions contemplated hereby, by the Teveit
Agreement and by the SVFII Agreements, including but not
limited to the resignation of Pearson from the Board of
Directors of the Company and the termination or modification,
if necessary and as appropriate, of the Ancillary Agreements.
(c) Conditions to Closing. The Closing hereunder shall be
subject to the satisfaction or waiver of the following conditions:
(i) the simultaneous closing of Teveit's
surrender to the Company of the Shareholder's Criterion Shares
owned by Teveit pursuant to the Teveit Agreement;
(ii) the cancellation and replacement of the
Criterion Options, as contemplated by Section 6 hereof; and
(iii) the termination or modification, as
appropriate or necessary, of the Ancillary Agreements.
7. Representations, Warranties and Agreements of HIE. HIE hereby
represents and warrants to Pearson that:
(a) HIE is a corporation duly organized, validly existing
and in good standing under the laws of the State of Georgia, and has the
corporate power to own and operate its properties, to carry on its business as
now conducted and to enter into and to perform its obligations under this
Agreement.
(b) HIE has full legal right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the performance by HIE of its
obligations hereunder and under each instrument and under the transactions
contemplated hereby are within the corporate powers of HIE and have been duly
authorized by all necessary corporate action properly taken, and do not and will
not contravene or conflict with the articles of incorporation or by-laws of HIE
or any material agreement binding upon HIE or its properties or, to the
knowledge of HIE, any material provision of law or any applicable material
judgment, ordinance, regulation or order of any court or governmental agency.
(c) This Agreement is the legal, valid and binding
obligation of HIE, enforceable against it in accordance with its respective
terms except as such enforceability may be limited by bankruptcy or similar laws
affecting the rights of creditors generally and by the availability of equitable
remedies.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by HIE of this Agreement or the consummation
by HIE of the transactions contemplated hereby, except such as may be required
under the Securities Act of 1933, as amended, or any applicable Blue Sky Laws.
-5-
<PAGE> 6
8. Representations, Warranties and Agreements of The Company.
The Company hereby represents and warrants to Pearson that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee, and has
the corporate power to own and operate its properties, to carry on its business
as now conducted and to enter into and to perform its obligations under this
Agreement.
(b) The Company has full legal right, power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the performance by the
Company of its obligations hereunder and under each instrument and under the
transactions contemplated hereby are within the corporate powers of the Company
and have been duly authorized by all necessary corporate action properly taken,
and do not and will not contravene or conflict with the articles of
incorporation or by-laws of the Company or any material agreement binding upon
the Company or its properties or, to the knowledge of the Company, any material
provision of law or any applicable material judgment, ordinance, regulation or
order of any court or governmental agency.
(c) This Agreement is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its
respective terms except as such enforceability may be limited by bankruptcy or
similar laws affecting the rights of creditors generally and by the availability
of equitable remedies.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by the Company of this Agreement or the
consummation by the Company of the transactions contemplated hereby.
9. Representations, Warranties and Agreements of Pearson. Pearson
hereby represents and warrants to HIE and the Company that:
(a) Pearson has full power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby, and has taken
all action necessary for the due execution and delivery of this Agreement and
has duly executed and delivered this Agreement. This Agreement constitutes
Pearson's legal, valid and binding obligation enforceable against Pearson in
accordance with its terms, except as such enforceability may be limited by
bankruptcy or similar laws affecting the rights of creditors generally and by
the availability of equitable remedies and will not contravene or conflict with
any material agreement binding upon Pearson or his properties or, to the
knowledge of Pearson, any material provision of law or any applicable material
judgment, ordinance, regulation or order of any court or governmental agency.
(b) Pearson has good, valid and marketable title,
beneficially and of record, to the Shareholder's Criterion Shares owned by him,
free and clear of any and all restrictions, claims, pledges, liens, charges,
security interests and other encumbrances (collectively "Liens") other than
Liens pursuant to any of the Ancillary Agreements, and, at the Closing, will
transfer to the Company good, valid and marketable title thereto free and clear
of all Liens. The
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<PAGE> 7
Shareholder's Criterion Shares represent, and on the Closing Date will
represent, all of Pearson's interest in the Company.
(c) There are no options, warrants or other rights to
purchase shares of the Criterion Common Stock except (i) as set forth on Exhibit
A to this Agreement and (ii) the Criterion Debentures.
(d) No consent, waiver, approval or other authorization and
filing or registration with any private or public authority is required for the
execution, delivery and performance by Pearson of this Agreement or the
consummation by Pearson of the transactions contemplated hereby, except such as
have been obtained or will be obtained hereunder.
(e) Pearson has been provided with the HIE Form 10-K for
the year ended December 31, 1996 and the HIE Form 10-Q for the quarter ended
March 31, 1997 (the "SEC Documents") and has been provided ample opportunity to
review the SEC Documents.
10. Miscellaneous.
(a) Governing Law; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(b) Successor and Assigns. This Agreement shall inure to
the benefit and shall be binding upon the parties, their legal representatives
and permitted assigns, subject to the limitations otherwise set forth in this
Agreement.
(c) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed and all such
counterparts or facsimile copy thereof shall be deemed to be an original
instrument.
(d) Notices. Any notice or other communication by any party
hereto to the other parties shall be in writing and shall be given, and be
deemed to have been given, if either delivered personally, by overnight delivery
service or mail, postage prepaid, registered or certified mail, return receipt
requested, addressed as follows:
(i) to HIE: Healthdyne Information Enterprises, Inc.
1850 Parkway Place, 11th Floor
Marietta, Georgia 30067
Telephone: (770) 423-8450
Facsimile: (770) 423-8440
Attention: President and CEO
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<PAGE> 8
(ii) to Pearson: J. Edward Pearson, Jr.
106 Secretariat Street
Hendersonville, Tennessee 37075
Telephone: (615) 826-1626
(iii) to the Company: Criterion Health Strategies, Inc.
215 Second Avenue North, Suite 200
Nashville, Tennessee 37201
Telephone: (615) 259-3363
Facsimile: (615) 259-2877
Attention: President
Any party may change the address for notice by notifying the other parties in
writing of the new address.
(e) Specific Performance. The parties hereto acknowledge
and agree that the benefits to them under this Agreement are unique, that they
are willing to enter into this Agreement only upon performance by each other of
all of their obligations hereunder and that they will not have an adequate
remedy at law if the other fails to perform any of its obligations hereunder.
Accordingly, the parties hereby agree that each shall have the right, in
addition to any other rights or remedies it may have at law or in equity, to
specific performance or equitable relief by way of injunction if the other party
fails to perform any of its obligations hereunder.
(f) Modification or Waiver. No change, modification or
waiver of any term of this Agreement shall be valid or binding upon the parties
hereto unless such change, modification or waiver shall be in writing signed by
all parties hereto.
(g) Headings. The headings and captions used in this
Agreement are used for convenience of reference only and shall not be considered
in construing or interpreting this Agreement. All references in this Agreement
to sections, paragraphs and exhibits shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits attached hereto, all of which are
incorporated herein by this reference.
(h) Entire Agreement. This Agreement and the other
instruments specified herein constitute the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof and supersede
all prior discussions, understandings and agreements with respect thereto.
-8-
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
------------------------------------------
Name: Joseph G. Bleser
Title: Vice President and Chief
Financial Officer
J. EDWARD PEARSON, JR.
/s/ J. Edward Pearson, Jr.
---------------------------------------------
J. Edward Pearson, Jr.
CRITERION HEALTH STRATEGIES, INC.
By: /s/ H. Darrell Young
------------------------------------------
Name: H. Darrell Young
Title: Chairman and Chief Executive
Officer
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<PAGE> 10
EXHIBIT A
Outstanding Options to Purchase Criterion Health Strategies, Inc. Common Stock
as of June 3, 1997
<TABLE>
<CAPTION>
Number of
Name of Optionee Option Shares Amount Vested
- ---------------- ------------- -------------
<S> <C> <C>
Deborah Dean 60,000 27,500
Thomas Wilmot 50,000 25,000
Matt O'Connell 7,500 1,250
Joe Brouillette 6,000 2,500
Jim Benson 15,000 0
Kevin Linkous 500 0
Laura Morgan 100 0
John W. Lawless 25,000 12,500
------ ------
Total options outstanding 164,100 85,000
</TABLE>
<PAGE> 11
EXHIBIT B
Employment Arrangements between the Company and J. Edward Pearson, Jr.
<TABLE>
<S> <C>
TERM OF EMPLOYMENT A period of six months from the date of the
Closing, unless extended by mutual
agreement.
DUTIES Such HIE-directed financial and/or
operational projects as may be requested
under the direction of the CEO of the
Company, it being understood that such
duties shall require approximately 40% of
Pearson's time, on average.
LOCATION Primarily at the Company's principal
offices in Nashville, Tennessee, and such
other locations as may be reasonably
requested.
SALARY Base salary at the rate of $45,000 per
annum, payable in arrears in equal
installments not less frequently than
bi-weekly, in accordance with the Company's
payroll practices.
COVENANTS Noncompetition, nonsolicitation and
nondisclosure covenants will be included.
OPTION An option for 60,000 shares of HIE common
stock at exercise price of $2.88, vesting
50% on grant date and 50% on 1st
anniversary.
</TABLE>
<PAGE> 1
EXHIBIT 2.3
SECOND AMENDMENT TO INCORPORATION AGREEMENT AND
TERMINATION OF PLEDGE AGREEMENT
This SECOND AMENDMENT TO INCORPORATION AGREEMENT AND TERMINATION OF
PLEDGE AGREEMENT dated as of June 13, 1997 (the "Agreement"), by and between
Criterion Health Strategies, Inc. (f/k/a Alpha Development Corp.), a Tennessee
corporation (the "Company"), Healthdyne Information Enterprises, Inc., a Georgia
corporation ("HIE"), The Southern Venture Fund II, L.P., a Delaware limited
partnership ("SVFII") (HIE and SVFII, collectively, the "Investors" and,
individually, an "Investor"), Brenton L. Teveit ("Teveit") and J. Edward
Pearson, Jr. ("Pearson") (Teveit and Pearson, collectively, the "Incorporators"
and, individually, an "Incorporator").
WITNESSETH:
WHEREAS, on November 1, 1996, the Board of Directors of the Company
approved a 5-for-1 split (the "Stock Split") of the Company's common stock, no
par value ("Criterion Common Stock"), to be effected in the form of a 500% stock
dividend, which dividend was paid to shareholders of record on November 1, 1996;
and
WHEREAS, each of HIE, SVFII, Teveit and Pearson are investors in the
Company, with the following respective interests in the Company after the Stock
Split:
(i) each of the Investors owning twenty-five (25) shares of
Criterion Common Stock and a Convertible Debenture of the Company due June 30,
2004, dated October 21, 1994, in the principal amount of up to $2,000,000
(individually, a "Criterion Debenture" and, collectively, the "Criterion
Debentures"), pursuant to the terms of the Investment Agreement (as hereinafter
defined) among the Company, Healthdyne, Inc., a Georgia corporation
("Healthdyne"), HIE, SVFII, and the Incorporators; and
(ii) each of the Incorporators owning 650,000 shares of
Criterion Common Stock (as to each Incorporator, the "Incorporator's Criterion
Shares" and, collectively, the "Incorporators' Criterion Shares"); and
WHEREAS, the Investors are parties to the SVFII Agreements (as
hereinafter defined), pursuant to which SVFII has granted to HIE an option to
purchase SVFII's entire investment in the Company; and
WHEREAS, the Company, the Investors and the Incorporators have
previously entered into a Consent (as hereinafter defined), pursuant to which
the parties consented to the execution and entry into the SVFII Agreements and
the consummation of the transactions contemplated thereby, subject, in the case
of the Incorporators and the Company, to the execution and consummation of
definitive agreements between HIE and the Incorporators as contemplated by the
AIP (as hereinafter defined); and
WHEREAS, the Company, HIE and each of the Incorporators desires to
restructure the transactions contemplated by the AIP as set forth in the
agreement of even date herewith among the Company, HIE and Teveit (the "Teveit
Agreement") and in the agreement of even date
<PAGE> 2
herewith among the Company, HIE and Pearson (the "Pearson Agreement") (the
Teveit Agreement and the Pearson Agreement, collectively, the "Restructuring
Agreements"); and
WHEREAS, pursuant to the Restructuring Agreements, Teveit and Pearson
will no longer hold any equity interest in the Company and will resign as
directors of the Company;
NOW, THEREFORE, in consideration of the premises hereof and the mutual
benefits to be derived hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, HIE,
SVFII, Teveit and Pearson agree as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the respective meanings indicated below:
"AIP" -- Agreement in principle dated November 6, 1996 among
HIE and the Incorporators.
"Amended Pledge Agreement" -- the Pledge Agreement dated as of
October 21, 1994 between Healthdyne and the Incorporators, as amended by the
First Amendment thereto, dated as of December 4, 1995 between Healthdyne, HIE,
SVFII and the Incorporators.
"Amended Shareholders Agreement" -- the Shareholders'
Agreement dated as of October 21, 1994 between Healthdyne, the Company and the
Incorporators, as amended by the Waiver and Second Amendment to Shareholders'
Agreement dated as of December 4, 1995 between Healthdyne, the Company, HIE,
SVFII and the Incorporators.
"Consent"-- the Consent dated as of December 18, 1996 between
the Company, HIE, SVFII, Teveit and Pearson.
"Incorporation Agreement" -- the Incorporation Agreement dated
as of October 21, 1994 between Healthdyne, the Company and the Incorporators, as
amended.
"Investment Agreement" -- the Investment Agreement and First
Amendment to Incorporation Agreement dated as of December 4, 1995 among
Healthdyne, the Company, HIE, SVFII and the Incorporators.
"SVFII Agreements" -- the Option Agreement dated as of
December 18, 1996 between HIE and SVFII, as amended by that certain letter
agreement between HIE and SVFII dated May 16, 1997, and related Stock Purchase
Warrant.
2. Second Amendment to Incorporation Agreement.
(a) Registration Rights. The Incorporation Agreement is hereby
amended to terminate the Incorporators' registration rights pursuant to Section
7, and Section 7.1(d) is hereby deleted and restated in its entirety as follows:
the term "Holder" means the Investor and/or any Authorized
Assignee to the extent such person holds Registerable Securities; and
2
<PAGE> 3
Accordingly, Section 7.9 relating to the "Assignment of Registration
Rights" is hereby amended to delete all references to the Incorporators.
(b) Redemption Option Upon Termination of Employment. Each of the
Company, the Investors and the Incorporators acknowledges that the redemption
option pursuant to Section 8.1 of the Incorporation Agreement is inapplicable to
the transactions contemplated by the Restructuring Agreements and agrees that
the Incorporators' Criterion Shares are currently without value.
(c) Board of Directors. The Incorporation Agreement is hereby amended
to terminate the Incorporators' rights to serve on the Board of Directors of the
Company, and Section 8.5 of the Incorporation Agreement is hereby deleted and
restated in its entirety as follows:
Board of Directors. Immediately upon the Closing and at all
times thereafter prior to the earlier of either Investor's exercise of
its conversion rights under the Convertible Debenture, the Company's
redemption of Incorporator's shares as provided in Section 8.1 hereof,
or either Investor's exercise of the Purchase Option in full pursuant
to the Shareholders' Agreement, the Company, HIE and SVFII shall take
all necessary action, including, without limitation, voting shares held
by them to maintain a three (3) member Board of Directors, which shall
consist of one nominee of HIE, one nominee of SVFII and one mutually
agreeable nominee. In the event the parties desire to increase the size
of the Board of Directors during such period, the parties agree to
increase the size of the Board of Directors and elect such persons as
designated by HIE and SVFII so as to maintain the relative
representation on the Board of Directors set forth above. In addition,
upon death or resignation of a member of the Board of Directors, HIE
and SVFII shall cause the Company's shareholders or Board of Directors,
as the case may be, to fill such vacant seat(s) on the Board of
Directors so as to maintain the relative representation set forth
above. Neither HIE nor SVFII shall sell, assign or otherwise transfer
any of such voting securities without obtaining from the transferee
thereof such transferee's agreement to vote such securities in
accordance with the provisions of this Section 8.5 and then only in
accordance with the provisions of this Agreement and the Shareholders'
Agreement. The covenants in Section 8.5 hereof shall continue until the
closing of a firm commitment underwritten public offering of Common
Stock pursuant to a registration statement filed with and declared
effective by the SEC pursuant to the Securities Act in which the
aggregate net cash proceeds to the Company exceed Four Million Dollars
($4,000,000.00) or such time as either Investor disposes of its entire
interest in the Company to the other Investor.
(d) Extraordinary Corporate Transactions. The Incorporation Agreement
is hereby amended to delete the requirement for the Incorporators' approval of
Material Corporate Transactions (as defined therein), and, accordingly, Section
8.6(ii) is hereby deleted and restated in its entirety as follows:
If shareholder approval is required, each of HIE and SVFII
approves such Material Corporate Transaction.
3
<PAGE> 4
3. Termination of Pledge Agreement. The Amended Pledge Agreement is
hereby terminated, and the shares subject to the Amended Pledge Agreement are
released in order for the Company to purchase the Incorporators' Criterion
Shares pursuant to the Restructuring Agreements.
4. Consent to SVFII Agreements. Each of Teveit and Pearson hereby
(i) consents to and approves the execution of and entry by HIE and SVFII into
the SVFII Agreements and the consummation of the transactions contemplated
thereby, (ii) waives his right of first refusal under the Amended Shareholders'
Agreement and any requirements under the Investment Agreement and the
Incorporation Agreement which may be applicable with respect to any transfer of
SVFII's interest in the Company to HIE pursuant to the SVFII Agreements and
(iii) agrees to execute and deliver such instruments as shall be reasonably
necessary to consummate the transactions contemplated by the SVFII Agreements.
5. Consent to Restructuring Agreements. SVFII consents to and
approves the execution of and entry by the Company, HIE, Teveit and Pearson into
the Restructuring Agreements and the consummation of the transactions
contemplated thereby, and waives his or its right of first refusal under the
Amended Shareholders' Agreement and any requirements under the Investment
Agreement and the Incorporation Agreement which may be applicable with respect
to any transfer of Teveit's and Pearson's interests in the Company to the
Company pursuant to the Restructuring Agreements.
6. Acknowledgment of Stock Split. SVFII hereby acknowledges that the
Option Agreement is an option to purchase SVFII's entire investment in the
Company, notwithstanding the fact that the recital in the Option Agreement
states SVFII's equity ownership without accounting for the Stock Split.
Moreover, if SVFII should convert its Criterion Debenture, the Option Agreement
would include an option to purchase the shares underlying such Criterion
Debenture.
7. Miscellaneous.
(a) Governing Law; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
(b) Successor and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the parties, their legal representatives
and permitted assigns, subject to the limitations otherwise set forth in this
Agreement.
(c) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed and all such
counterparts or facsimile copy thereof shall be deemed to be an original
instrument.
4
<PAGE> 5
(d) Notices. Any notice or other communication by any party hereto to
the other parties shall be in writing and shall be given, and be deemed to have
been given, if either delivered personally, by overnight delivery service or
mail, postage prepaid, registered or certified mail, return receipt requested,
addressed as follows:
(i) to the Company: Criterion Health Strategies, Inc.
215 Second Avenue North, Suite 200
Nashville, Tennessee 37201
Telephone: (615) 259-3363
Facsimile: (615) 259-2877
Attention: President
(ii) to HIE: Healthdyne Information Enterprises, Inc .
1850 Parkway Place, 11th Floor
Marietta, Georgia 30067
Telephone: (770) 423-8450
Facsimile: (770) 423-8440
Attention: President and CEO
(iii) to SVFII: The Southern Venture Fund II, L.P.
310 25th Avenue North, Suite 103
Nashville, Tennessee 37203
Telephone: (615) 329-9448
Facsimile: (615) 329-9237
(iv) to Teveit: Brenton L. Teveit
4953 Tyne Ridge Court
Nashville, Tennessee 37220
Telephone: (615) 269-7794
(v) to Pearson: J. Edward Pearson, Jr.
106 Secretariat Street
Hendersonville, Tennessee 37075
Telephone: (615) 826-1626
Any party may change the address for notice by notifying the other
parties in writing of the new address.
(e) Specific Performance. The parties hereto acknowledge and agree
that the benefits to them under this Agreement are unique, that they are willing
to enter into this Agreement only upon performance by each other of all of their
obligations hereunder and that they will not have an adequate remedy at law if
the other fails to perform any of its obligations hereunder. Accordingly, the
parties hereby agree that each shall have the right, in addition to any other
rights or remedies it may have at law or in equity, to specific performance or
equitable relief by way of injunction if the other party fails to perform any of
its obligations hereunder.
5
<PAGE> 6
(f) Modification or Waiver. No change, modification or waiver of any
term of this Agreement shall be valid or binding upon the parties hereto unless
such change, modification or waiver shall be in writing signed by all parties
hereto.
(g) Headings. The headings and captions used in this Agreement are
used for convenience of reference only and shall not be considered in construing
or interpreting this Agreement. All references in this Agreement to sections,
paragraphs and exhibits shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits attached hereto, all of which are incorporated
herein by this reference.
(h) Entire Agreement. This Agreement and the other instruments
specified herein constitute the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersede all prior
discussions, understandings and agreements with respect thereto.
[SIGNATURES ON NEXT PAGE]
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<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
CRITERION HEALTH STRATEGIES, INC.
By: /s/ H. Darrell Young
------------------------------------------
Name: H. Darrell Young
Title: Chairman and Chief Executive
Officer
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
------------------------------------------
Name: Joseph G. Bleser
Title: Vice President and Chief
Financial Officer
THE SOUTHERN VENTURE FUND II, L.P.
By: Its General Partner
SV Partners II, L.P.
By: /s/ Donald M. Johnston
------------------------------------------
Name: Donald M. Johnston
Title: Partner
BRENTON L. TEVEIT
/s/ Brenton L. Teveit
---------------------------------------------
Brenton L. Teveit
J. EDWARD PEARSON, JR.
/s/ J. Edward Pearson, Jr.
---------------------------------------------
J. Edward Pearson, Jr.
<PAGE> 1
EXHIBIT 2.4
WAIVER AND THIRD AMENDMENT TO SHAREHOLDERS' AGREEMENT
This WAIVER AND THIRD AMENDMENT TO SHAREHOLDERS' AGREEMENT dated as of
June 13, 1997 (the "Agreement"), by and between Criterion Health Strategies,
Inc. (f/k/a Alpha Development Corp.), a Tennessee corporation (the "Company"),
Healthdyne Information Enterprises, Inc., a Georgia corporation ("HIE"), The
Southern Venture Fund II, L.P., a Delaware limited partnership ("SVFII") (HIE
and SVFII, collectively, the "Investors"), Brenton L. Teveit ("Teveit") and J.
Edward Pearson, Jr. ("Pearson") (Teveit and Pearson, collectively, the
"Incorporators").
WITNESSETH:
WHEREAS, each of HIE, SVFII, Teveit and Pearson are investors in the
Company, with the following respective interests in the Company:
(i) each of the Investors owning twenty-five (25) shares of
Criterion Common Stock and a Convertible Debenture of the Company due June 30,
2004, dated October 21, 1994, in the principal amount of up to $2,000,000
(individually, a "Criterion Debenture" and, collectively, the "Criterion
Debentures"), pursuant to the terms of the Investment Agreement (as hereinafter
defined) among the Company, Healthdyne, Inc., a Georgia corporation
("Healthdyne"), HIE, SVFII, and the Incorporators; and
(ii) each of the Incorporators owning 650,000 shares of
Criterion Common Stock (as to each Incorporator, the "Incorporator's Criterion
Shares" and, collectively, the "Incorporators' Criterion Shares"); and
WHEREAS, the Investors are parties to the SVFII Agreements (as
hereinafter defined), pursuant to which SVFII has granted to HIE an option to
purchase SVFII's entire investment in the Company; and
WHEREAS, the Company, the Investors and the Incorporators have
previously entered into a Consent (as hereinafter defined), pursuant to which
the parties consented to the execution and entry into the SVFII Agreements and
the consummation of the transactions contemplated thereby, subject, in the case
of the Incorporators and the Company, to the execution and consummation of
definitive agreements between HIE and the Incorporators as contemplated by the
AIP (as hereinafter defined); and
WHEREAS, the Company, HIE and each of the Incorporators desires to
restructure the transactions contemplated by the AIP as set forth in the
agreement of even date herewith among the Company, HIE and Teveit (the "Teveit
Agreement") and in the agreement of even date herewith among the Company, HIE
and Pearson (the "Pearson Agreement") (the Teveit Agreement and the Pearson
Agreement, collectively, the "Restructuring Agreements"); and
WHEREAS, pursuant to the Restructuring Agreements, Teveit and Pearson
will no longer hold any equity interest in the Company and will resign as
directors of the Company;
NOW, THEREFORE, in consideration of the premises hereof and the mutual
benefits to be derived hereunder and other good and valuable consideration, the
receipt and sufficiency of
<PAGE> 2
which are hereby acknowledged, the Company, HIE, SVFII, Teveit and Pearson agree
as follows:
1. Definitions. For purposes of this Agreement, the following
terms shall have the respective meanings indicated below:
"AIP" -- Agreement in principle dated November 6, 1996 among
HIE and the Incorporators.
"Amended Shareholders Agreement" -- the Shareholders'
Agreement dated as of October 21, 1994 between Healthdyne, the Company and the
Incorporators, as amended by the Waiver and Second Amendment to Shareholders'
Agreement dated as of December 4, 1995 between Healthdyne, the Company, HIE,
SVFII and the Incorporators.
"Consent"-- the Consent dated as of December 18, 1996 between
the Company, HIE, SVFII, Teveit and Pearson.
"Investment Agreement" -- the Investment Agreement and First
Amendment to Incorporation Agreement dated as of December 4, 1995 among
Healthdyne, the Company, HIE, SVFII and the Incorporators.
"SVFII Agreements" -- the Option Agreement dated as of
December 18, 1996 between HIE and SVFII, as amended by that certain letter
agreement between HIE and SVFII dated May 16, 1997, and related Stock Purchase
Warrant.
2. Waiver. The Company, HIE, SVFII, Teveit and Pearson hereby
waive their Rights of First Refusal as set forth in Article Three of the
Shareholders' Agreement with respect to, and consent to, the transfers
contemplated by the SVFII Agreements and the Restructuring Agreements.
3. Teveit and Pearson as Parties. The Amended Shareholders'
Agreement is hereby amended to terminate the rights of Teveit and Pearson under
such agreement, as follows:
(a) Right of First Refusal. Article III relating to "Right of
First Refusal" is hereby amended to delete all references to the Incorporators.
(b) Preemptive Rights. Article IV relating to "Preemptive Rights"
is hereby amended to delete all references to the Incorporators. Accordingly,
the term "Holder" set forth in Section 4.1(a)(ii) shall mean an Investor and a
holder of the Convertible Debenture or any holder of Stock issued upon
conversion of the Convertible Debenture.
4. Continuing Effect. Except as specifically amended herein, the
Amended Shareholders' Agreement remains in full force and effect.
5. Counterparts. For the convenience of the parties, any number
of counterparts of this Agreement may be executed and all such counterparts or
facsimile copy thereof shall be deemed to be an original instrument.
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
CRITERION HEALTH STRATEGIES, INC.
By: /s/ H. Darrell Young
---------------------------------------------
Name: H. Darrell Young
Title: Chairman and Chief Executive
Officer
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
---------------------------------------------
Name: Joseph G. Bleser
Title: Vice President and Chief
Financial Officer
THE SOUTHERN VENTURE FUND II, L.P.
By: Its General Partner
SV Partners II, L.P.
By: /s/ Donald M. Johnston
---------------------------------------------
Name: Donald M. Johnston
Title: Partner
BRENTON L. TEVEIT
/s/ Brenton L. Teveit
------------------------------------------------
Brenton L. Teveit
J. EDWARD PEARSON, JR.
/s/ J. Edward Pearson, Jr.
------------------------------------------------
J. Edward Pearson, Jr.
<PAGE> 1
EXHIBIT 2.5
AGREEMENT CONCERNING PREPAYMENT AND
AGENCY AGREEMENT
THIS AGREEMENT CONCERNING PREPAYMENT AND AGENCY AGREEMENT (this
"Agreement") is made and entered into as of the 15th day of November, 1996, by
and among HEALTHDYNE INFORMATION ENTERPRISES, INC. ("HIE"), a Georgia
corporation; Jerry Scott, a resident of Texas ("Scott"); George Schwend, a
resident of Texas ("Schwend"); Keith Voigts, a resident of Texas ("Voigts");
Larry Streepy, a resident of Colorado ("Streepy"); Steve Fraser, a resident of
Texas ("Fraser"); JMS Charitable Trust; JMS Inheritance Trust; ESS Charitable
Trust; ESS Inheritance Trust; MLS Charitable Trust; MLS Inheritance Trust; and
CBS Charitable Trust (collectively, the "Trusts"; Scott, Schwend, Voigts,
Streepy, Fraser and the Trusts may be hereinafter collectively referred to as
the "Shareholders"), and Scott, in his separate capacity as agent for the
Shareholders (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, Matria Healthcare, Inc., a Delaware corporation and successor
by merger to Healthdyne Inc., a Georgia corporation ("Matria"), HIE, Healthcare
Communications, Inc., a Texas corporation ("HCI"), the Shareholders and certain
other shareholders of HCI entered into that certain Settlement Agreement dated
as of December 31, 1995 (the "Settlement Agreement"); and
WHEREAS, pursuant to Section 4 of the Settlement Agreement, Scott was
appointed agent for the Shareholders for the purposes set forth in the
Settlement Agreement; and
WHEREAS, in connection with the Settlement Agreement, HIE executed that
certain Non-Negotiable Convertible Promissory Note dated as of December 31, 1995
(the "Original Note") and payable to the Agent in the original principal amount
of $5,061,824.82; and
WHEREAS, Scott, Schwend and Streepy have requested that HIE prepay a
portion of the indebtedness owing to each of them under the Original Note; and
WHEREAS, as a condition precedent to such prepayment, HIE is requiring
that the Agent and the Shareholders enter into this Agreement;
NOW, THEREFORE, for and in consideration of the premises, the terms and
conditions set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. DEFINED TERMS. Defined terms used herein, as indicated by the
initial capitalization thereof, shall have the same respective meanings ascribed
to such terms in the Settlement Agreement unless otherwise specifically defined
herein.
2. APPOINTMENT OF SCOTT AS AGENT FOR SHAREHOLDERS. (a) each of the
Shareholders hereby reaffirms his or its prior appointment of the Agent as such
Shareholder's agent for the purposes set forth in the Settlement Agreement, and
hereby further appoints the Agent, and the Agent hereby accepts such
appointment, as such Shareholder's agent for the purpose of accepting any and
all prepayments under the Original Note or any other promissory note issued as a
replacement for, or in substitution of, the Original Note (such Original Note,
or any promissory
<PAGE> 2
note issued in replacement therefor or in substitution thereof, is hereinafter
referred to as the "Note"). In that connection, and in addition to the powers
and responsibilities described in the Settlement Agreement, each of the
Shareholders hereby expressly authorizes and directs the Agent, from time to
time and at any time following the request of any Shareholder, to accept any
prepayment on the Note, to exchange the Note for a replacement promissory note
that reflects any prepayment by HIE of the indebtedness thereunder owing to such
Shareholder, and to take any and all actions necessary or desirable in
connection therewith or incidental thereto. In acting on behalf of any one or
more of the Shareholders, the Agent shall not require the consent of any other
Shareholder or Shareholders.
(b) Each of the Shareholders and the Agent hereby irrevocably agrees
with HIE that the agency arrangements established pursuant to the Settlement
Agreement and pursuant to this Agreement shall remain in full force and effect
unless and until HIE receives notice, in compliance with Section 18 of the
Settlement Agreement, that such agency relationship has been terminated or
modified. Each of the Shareholders, the Agent and HIE further agrees that any
termination or modification of the agency agreement prior to HIE receives such
notice shall be ineffective unless and until HIE so receives such notice.
3. AGREEMENT TO PREPAY INDEBTEDNESS. With respect to the
indebtedness owing to Scott, Schwend and Streepy under the Original Note, such
Shareholders, the Agent and HIE hereby agree as follows:
(a) HIE shall pay to the Agent on November 15, 1996 at the Agent's
office in Dallas, Texas or in such other office as the Agent may designate in
writing to HIE:
(i) as partial prepayment of the indebtedness owing to Scott under the
Original Note, Six Hundred Thousand Dollars ($600,000);
(ii) as partial prepayment of the indebtedness owing to Schwend under
the Original Note, One Hundred Forty Thousand Dollars ($140,000); and
(iii) as partial prepayment of the indebtedness owing to Streepy under
the Original Note, Sixty Thousand Dollars ($60,000).
(b) The Agent shall deliver to HIE's designated representative the
Original Note, together with a receipt for payment of the prepayments described
in clause (a) above.
(c) HIE shall execute and deliver to the Agent a Non-Negotiable
Amended and Restated Convertible Promissory Note in the form of Exhibit A
attached hereto.
(d) Each of Scott, Schwend and Streepy hereby acknowledges and agrees
that payment to the Agent of the amounts set forth in clause (a) above shall
constitute a prepayment of the respective principal indebtedness owing to him
under the Original Note, and that immediately following the making of such
payment by HIE, (i) the outstanding principal amount of indebtedness owing to
Scott shall be $2,322,028.32, (ii) the outstanding principal amount of
indebtedness owing to Schwend, shall be $412,454.17, and (iii) the outstanding
principal amount of indebtedness owing to Streepy shall be $425,140.67.
4. ACKNOWLEDGMENT AND AGREEMENT OF SHAREHOLDERS AND AGENT. Each of
the Shareholders other than Scott, Schwend and Streepy hereby acknowledges the
prepayment set forth in Section 3 hereof. As of November , 1996, and after
giving effect to the prepayments to
2
<PAGE> 3
each of Scott, Schwend and Streepy contemplated in Section 3 hereof, the
outstanding principal and accrued interest owing to each of the Shareholders
under the Note is as follows:
<TABLE>
<CAPTION>
Shareholder Outstanding Principal Balance
----------- -----------------------------
<S> <C>
Scott $2,322,028.32
Schwend 412,454.17
Voigts 36,726.05
Streepy 425,140.67
Fraser 425,693.29
JMS Charitable Trust 55,472.78
JMS Inheritance Trust 168,610.94
ESS Charitable Trust 55,472.78
ESS Inheritance Trust 140,874.55
MLS Charitable Trust 92,418.09
MLS Inheritance Trust 168,610.94
CBS Charitable Trust 32,340.85
Total $4,335,843.43
</TABLE>
Each of the Shareholders and the Agent further acknowledges and agrees that HIE
may, at any time and from time to time, prepay all or any portion of the
indebtedness owing to any Shareholder without the consent of any other
Shareholder; provided, however, that the Agent shall have consented to such
prepayment.
5. REFERENCES IN LOAN DOCUMENTS. HIE, the Shareholders and the Agent
hereby agree that, as among themselves, all references in the Settlement
Agreement and the other Note Documents to the Primary Note shall hereafter be
deemed to be references to the Note.
6. LIMITATION OF AGREEMENT. Except as expressly set forth herein,
this Agreement shall not be deemed to waive, amend or modify any term or
condition of the Settlement Agreement, which is hereby ratified and reaffirmed,
and which shall remain in full force and effect without modification except as
herein provided.
7. FURTHER ASSURANCES. Upon the reasonable request of HIE, the Agent
and each Shareholder agrees to take any and all actions, including, without
limitation, the execution of certificates, documents, or instruments, necessary
or appropriate to give effect to the agreements of the Shareholders set forth in
this Agreement.
8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute the same Agreement. Any signature page of any such
counterpart, or any electronic facsimile thereof, may be attached or appended to
any other counterpart to complete a fully executed counterpart of this
Agreement, and any telecopy or other facsimile transmission of any signature
shall be deemed an original and shall bind such party.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the respective successors and assigns of the
Shareholders, the Agent and HIE.
3
<PAGE> 4
10. SECTION REFERENCES. Section titles and references used in this
Agreement shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
11. GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first written above.
HEALTHDYNE INFORMATION
ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
--------------------------------------
Title: Vice President - Finance
Chief Financial Officer
/s/ Jerry D. Scott
-----------------------------------------
Jerry Scott, as Agent and individually
/s/ George Schwend
-----------------------------------------
George Schwend
/s/ Keith Voigts
-----------------------------------------
Keith Voigts
/s/ Larry Steepy
-----------------------------------------
Larry Streepy
/s/ Steve Fraser
-----------------------------------------
Steve Fraser
JMS CHARITABLE TRUST
By: /s/ Bern A. Mortberg
-----------------------------------------
Trustee
5
<PAGE> 6
JMS INHERITANCE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
ESS CHARITABLE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
ESS INHERITANCE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
MLS CHARITABLE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
MLS INHERITANCE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
CBS CHARITABLE TRUST
By: /s/ Bern A. Mortberg
---------------------------
Trustee
6
