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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
December 28, 1998
Biofield Corp.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27848 13-3703450
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including
area code: (770) 740-8180
Not Applicable
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(Former Address, if changed since last report)
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Item 5. Other Events.
On December 28, 1998, Biofield Corp. (the "Company") repurchased an
aggregate of 2,246,131 shares of its common stock for a nominal amount
from GS Capital Partners, L.P. and other affiliates of The Goldman
Sachs Group, L.P. Immediately after such repurchase, 7,783,478 shares
of common stock of the Company remained outstanding.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 -- Stock Repurchase Agreement, dated as of December 28,
1998, between GS Capital Partners, L.P. and the other GS
Funds (as defined therein), and Biofield Corp.
99.1 - Press Release issued by Biofield Corp. on December 28,
1998.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Biofield Corp.
Date: December 28, 1998 By: /s/ MICHAEL R. GAVENCHAK
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Name: Michael R. Gavenchak
Title: Executive Vice President
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EXHIBIT 10.1
STOCK REPURCHASE AGREEMENT
STOCK REPURCHASE AGREEMENT, dated as of December 28, 1998, between, on the
one hand, GS Capital Partners, L.P. ("GS Capital") and its affiliates Stone
Street Fund 1995, L.P., Stone Street Fund 1994, L.P., Bridge Street Fund 1995,
L.P. and Bridge Street Fund 1994, L.P. (collectively with GS Capital, the "GS
Funds"), and, on the other hand, Biofield Corp. ("Biofield").
The GS Funds collectively own 2,246,131 shares (the "Shares") of the
common stock, par value $.001 per share ("Common Stock") of Biofield. The number
of shares owned by each of the GS Funds are set forth on Schedule A attached
hereto.
The GS Funds wish to sell to Biofield, and Biofield wishes to purchase
from the GS Funds, all of the Shares for an aggregate consideration of $100.00,
upon the terms set forth herein.
Accordingly, the parties agree as follows:
1. Sale and Purchase of the Shares. Simultaneously with the execution of
this Agreement, each of the GS Funds hereby sells to Biofield, and Biofield
hereby purchases from the GS Funds, the number of Shares set forth beside each
of the GS Funds' names on Schedule A attached hereto, for an aggregate purchase
price of $100.00 payable in cash or by check (the "Purchase Price").
Simultaneously with the execution of this Agreement, the GS Funds are delivering
to Biofield stock certificates representing the Shares (or arranging for a DTC
stock transfer with respect thereto), duly endorsed in blank or accompanied by
stock powers duly executed in blank, in proper form for transfer, and with all
appropriate stock transfer stamps affixed, and Biofield is paying the Purchase
Price to GS Capital (as agent for all of the GS Funds).
2. Representations and Warranties of the GS Funds. Each of the GS Funds
hereby represents and warrants to Biofield as follows:
(a) This Agreement has been duly authorized, executed and delivered
by it, and is a valid and binding obligation of it, enforceable against it in
accordance with its terms.
(b) It owns all of the Shares set forth beside its name on Schedule A
free and clear of any lien, pledge, security interest or other encumbrance, and
it is conveying to Biofield good and valid title to such Shares, free and clear
of any lien, pledge, security or other encumbrance.
(c) The execution and delivery of this Agreement by it will not
violate the terms of any agreement, instrument, judgment, decree or statute to
which it is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
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authority is required by it in connection with the execution, delivery or
performance of this Agreement.
3. Representations and Warranties of Biofield.
(a) Biofield hereby represents and warrants to the GS Funds that this
Agreement has been duly authorized, executed and delivered by Biofield, and is a
valid and binding obligation of Biofield, enforceable against Biofield in
accordance with its terms.
(b) The execution and delivery of this Agreement will not violate the
terms of any agreement, instrument, judgment, decree or statute to which
Biofield is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
authority is required by Biofield in connection with the execution, delivery or
performance of this Agreement.
4. No Implied Representations. Except as specifically set forth in
paragraph 2 and paragraph 3 above, no party hereto is making any express or
implied representation or warranty to any other party in connection with this
Agreement.
5. Resignation of Joseph H. Gleberman; Surrender of Stock Options.
Concurrent with the execution of this Agreement, Joseph H. Gleberman is
submitting his resignation, and the Company is accepting the resignation of Mr.
Gleberman, from the Board of Directors of the Company and all committees
thereof. In connection with such resignation and this Agreement, Mr. Gleberman
is tendering to the Company for cancellation all of his options to acquire
shares of Common Stock granted to him pursuant to the Biofield Corp. 1996 Stock
Option Plan for Non-Employee Directors, and Mr. Gleberman is forfeiting all of
his rights in and to such options.
6. Surrender of Rights as Stockholders upon Closing. Each of the GS Funds
acknowledges and agrees that upon the delivery of and payment for the Shares in
accordance with paragraph 1 above, the GS Funds thereby surrender all rights
they have had as stockholders of Biofield (including, without limitation, voting
rights and rights to receive distributions from Biofield).
7. Entire Agreement. This Agreement (i) contains the entire agreement
among the parties with respect to the transaction contemplated hereby, (ii)
supersedes all prior agreements, written or oral, with respect thereto, and
(iii) may be amended only by a writing executed by all of the parties.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the State of Delaware without giving effect to the principles of
conflicts of law thereof.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
GS Advisors, Inc., its general partner
By: /s/ Katherine B. Enquist
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STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
General Partner
By: /s/ Katherine B. Enquist
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STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
General Partner
By: /s/ Katherine B. Enquist
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BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
Managing General Partner
By: /s/ Katherine B. Enquist
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BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
Managing General Partner
By: /s/ Katherine B. Enquist
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BIOFIELD CORP.
By: /s/ D. Carl Long
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Name: D. Carl Long
Title President and Chief Executive Officer
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SCHEDULE A
<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
<S> <C>
GS Capital Partners, L.P. 2,021,523
Stone Street Fund 1995, L.P. 52,841
Stone Street Fund 1994, L.P. 54,860
Bridge Street Fund 1995, L.P. 59,463
Bridge Street Fund 1994, L.P. 57,444
</TABLE>
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EXHIBIT 99.1
[LOGO] BIOFIELD
CONTACT: D. Carl Long Kevin McGrath
President and Chief Executive Officer Cameron Associates
(770) 740-8180 (212) 245-8800
FOR IMMEDIATE RELEASE
BIOFIELD REPURCHASES STOCK FROM GS CAPITAL PARTNERS FOR
NOMINAL AMOUNT
ATLANTA, GA - December 28, 1998-Biofield Corp. (NASDAQ:BZET) today
announced that it has repurchased all of the shares of its common stock held by
GS Capital Partners, L.P. and other affiliates of The Goldman Sachs Group, L.P.
for a nominal amount. The company repurchased an aggregate of 2,246,131 shares
in the transaction. After giving effect to the transaction, 7,783,478 shares of
common stock of the company remain outstanding as of today's date.
BIOFIELD CORP.
1225 Northmeadow Parkway o Suite 120 o Roswell, Georgia 30076
Phone: (770) 740-8180 Fax: (770) 740-9366
