UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. * )
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HealthGate Data Corp.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
42222h 10 6
- ------------------------------------------------------------------------------
(CUSIP Number)
NANCY E. BARTON, ESQ.
GENERAL ELECTRIC CAPITAL CORPORATION
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
<PAGE>
SCHEDULE 13D
CUSIP NO. 42222h 10 6 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GE Capital Equity Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,506,456
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,506,456
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,506,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 42222h 10 6 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
General Electric Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,506,456
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,506,456
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,506,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 42222h 10 6 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
General Electric Capital Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Disclaimed. See 11 below.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
Disclaimed. See 11 below.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares is disclaimed by General Electric
Capital Services, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable. See 11 above.
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 42222h 10 6 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
General Electric Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,189,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Disclaimed. See 11 below.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,189,800
10 SHARED DISPOSITIVE POWER
Disclaimed. See 11 below.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,800 (Beneficial ownership of shares held by GE Capital Equity
Investments, Inc. is disclaimed by General Electric Company).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
ITEM 1. Security and Issuer
-------------------
This Schedule 13D relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of HealthGate Data Corp., a Delaware
corporation (the "Issuer" or "Company"). The principal executive offices of
the Issuer are located at 25 Corporate Drive, Suite 310, Burlington,
Massachusetts 01803.
ITEM 2. Identity and Background
-----------------------
This statement is filed by General Electric Capital Corporation ("GE
Capital"), for and on behalf of itself, GE Capital Equity Investments, Inc.
("GE Equity"), General Electric Capital Services, Inc. ("GECS") and General
Electric Company ("GE"). GE Equity is a wholly-owned subsidiary of GE
Capital; GE Capital is a subsidiary of GECS; and GECS is a subsidiary of
GE. GE Equity, GE Capital, GECS and GE are referred to herein collectively
as the "Reporting Persons." An agreement among the Reporting Persons with
respect to the filing of this statement is attached hereto as Exhibit 1.
GE Equity is a Delaware corporation with its principal executive
offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The
principal business activities of GE Equity are the making, managing and
disposing of investments in private and public companies. GE Capital is a
New York corporation with its principal executive offices located at 260
Long Ridge Road, Stamford, Connecticut 06927. GE Capital, together with its
affiliates, operates primarily in the financing industry and, to a lesser
degree, in the life insurance and property/casualty insurance industries.
GECS is a Delaware corporation with its principal executive offices located
at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding
company which owns all the common stock of GE Capital and other
subsidiaries. GE is a New York corporation with its principal executive
offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE
engages in providing a wide variety of industrial, commercial and consumer
products and services.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of GE
Capital, GE Equity, GECS and GE are set forth on Schedules I, II, III and
IV attached hereto, respectively.
Except as set forth below, during the last five years none of the
Reporting Persons nor, to the best of their knowledge, any of their
directors or executive officers, has been (i) convicted of any criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
Page 6 of 12 Pages
<PAGE>
Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited
(St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case
No. 04/00320181)
In April, 1994, GE's U.K. subsidiary, IGE Medical Systems Limited
("IGEMS") discovered the loss of a radioactive barium source at the
Radlett, England facility. The lost source, used to calibrate nuclear
camera detectors, emits a very low level of radiation. IGEMS immediately
reported the loss as required by the U.K. Radioactive Substances Act. An
ensuing investigation, conducted in cooperation with government
authorities, failed to locate the source. On July 21, 1994, Her Majesty's
Inspectorate of Pollution ("HMIP") charged IGEMS with violating the
Radioactive Substances Act by failing to comply with a condition of
registration. The act provides that a registrant like IGEMS, which "does
not comply with a limitation on or condition subject to which (it) is so
registered ... shall be guilty of (a criminal) offense." Condition 7 of
IGEMS' registration states that it "shall so far as is reasonably
practicable prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty
plea and agreed to pay of fine of (pound) 5,000 and assessed costs of
(pound) 5,754. The prosecutor's presentation focused primarily on the 1991
change in internal IGEMS procedures and, in particular, the source logging
procedure. The prosecutor complimented IGEMS' investigation and efforts to
locate the source and advised the court that IGEMS had no previous
violations of the Radioactive Substances Act. He also told the court that
the Radlett plant had been highlighted as an exemplary facility to HIMP
inspectors as part of their training. In mitigation, IGEMS emphasized the
significant infrastructure and expense undertaken by IGEMS to provide
security for radiation sources and the significant effort and expense
incurred in attempting to locate the missing source.
To the best knowledge of the applicable Reporting Person, all persons
identified in Schedules I through IV are United States citizens, except
that: P. Fresco is a citizen of Italy, C.X. Gonzalez is a citizen of Mexico
and Andrea Jung is a citizen of Canada.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to the Stock Purchase Agreement dated as of April 5, 1999
(the "April Stock Purchase Agreement"), a copy of which is attached as
Exhibit 2 hereto and is hereby incorporated by reference herein, GE Equity
agreed to purchase 87,364 shares of the Issuer's Series E Convertible
Preferred Stock for aggregate consideration of $999,994.55 at an initial
closing, which was subsequently held on April 7, 1999, and 458,664 shares
of the Issuer's Series E Convertible Preferred Stock for an aggregate
consideration of $5,250,005.74 at a second closing, which was subsequently
held on April 21, 1999. The funds used to purchase these preferred shares
were obtained by GE Equity from working capital. In connection with the
purchase of these preferred shares, GE Equity entered into a Registration
Agreement dated April 7, 1999 (the "April Registration Agreement") and the
Amended and Restated Stockholders Agreement dated as of April 7, 1999 (the
"Stockholders Agreement"), copies of which are attached as Exhibits 3 and 4
hereto, respectively, and are hereby incorporated by reference herein. As
of the closing of the Issuer's initial public offering (the "IPO") on
Page 7 of 12 Pages
<PAGE>
January 31, 2000, the preferred shares held by GE Equity were converted
into 2,165,547 shares of Common Stock (the "Converted Preferred Shares").
On June 11, 1999, GE and the Issuer entered into a Warrant Purchase
Agreement (the "Warrant Purchase Agreement"), a copy of which is attached
as Exhibit 5 hereto and is hereby incorporated by reference herein,
pursuant to which GE acquired a warrant (the "Warrant") to purchase
1,189,900 shares of Common Stock. The Warrant, a copy of which is attached
as Exhibit 6 hereto and is hereby incorporated by reference herein, is
exercisable through June 17, 2004 at a price of $3.46 per share. In
addition, GE and the Company entered into a Development and Distribution
Agreement dated as of June 11, 1999 (the "Development and Distribution
Agreement") and a Registration Agreement dated as of June 17, 1999 (the
"June Registration Agreement"), copies of which are attached as Exhibits 7
and 8 hereto, respectively, and are hereby incorporated by reference
herein, and GE entered into a lock-up agreement with respect to the
Issuer's securities following an IPO and the Stockholders Agreement was
amended to add GE as a party thereto.
Pursuant to the Stock Purchase Agreement dated as of January 18, 2000
(the "January Stock Purchase Agreement"), a copy of which is attached as
Exhibit 9 hereto and is hereby incorporated by reference herein, GE Equity
agreed to purchase $3,750,000 of Common Stock from the Issuer in a private
placement to close concurrently with the IPO at the same per share price at
which Common Stock is sold in the IPO. As of January 31, 2000, GE Equity
purchased 340,909 shares (the "January Common Shares") of Common Stock from
the Issuer for $3,750,000. The funds used to purchase these shares were
obtained by GE Equity from working capital.
The Stockholders Agreement was terminated upon closing of the IPO.
ITEM 4. Purpose of Transaction
----------------------
GE Equity acquired the Converted Preferred Shares and the Common
Shares and GE acquired the Warrant as an investment.
Each of GE Equity and GE intends to review its investment on a regular
basis and as a result thereof may at any time or from time to time, acquire
additional securities of the Issuer or dispose of all or a portion of any
securities of the Issuer in the open market or otherwise. Any such
acquisition or disposition would be made in compliance with all applicable
laws and regulations.
The Issuer had agreed that, effective with the closing of the IPO,
unless waived by GE Equity, the Issuer would nominate and recommend for
election as a director a designee of GE Equity. GE Equity has since waived
this right.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Persons with respect to the Issuer, it should
be noted that the possible activities of the Reporting Persons are subject
to change at any time.
Page 8 of 12 Pages
<PAGE>
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which related to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
GE Equity and GECC share voting and dispositive power with respect to
2,506,456 shares of Common Stock, representing approximately 14.5% of the
outstanding shares of Common Stock. GE has sole voting and dispositive
power with respect to 1,189,800 shares of Common Stock issuable upon the
conversion of the Warrant, representing approximately 6.5% of the
outstanding shares of Common Stock (assuming the exercise of the Warrant).
The responses of each Reporting Person to Items 7 through 11 of the
cover pages of this Schedule 13D relating to beneficial ownership of shares
of Common Stock are incorporated herein by reference.
As described in detail in Item 3 above, GE Equity acquired 340,909
shares of Common Stock for $3,750,000 from the Issuer in a private
placement on January 31, 2000.
Except as set forth above, no Reporting Person nor, to the best
knowledge of the applicable Reporting Person, any person identified in
Schedules I through IV, beneficially owns any shares of Common Stock or has
effected any transactions in shares of Common Stock during the preceding 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------
Reference is made to the April Stock Purchase Agreement, the April
Registration Agreement, the Stockholders Agreement, the Warrant Purchase
Agreement, the Warrant, the Development and Distribution Agreement, the
June Registration Agreement, the January Stock Purchase Agreement, the
Letter of Engagement dated November 29, 1999 by and between the Issuer and
GE and the Amendment Number One dated December 22, 1999 to the Development
and Distribution Agreement by and between the Issuer and GE, copies of
which are attached as Exhibits 2 to 11 hereto, respectively, and which are
hereby incorporated by reference herein.
The Issuer had agreed that, effective with the closing of the IPO,
unless waived by GE Equity, the Issuer would nominate and recommend for
election as a director a designee of GE Equity. GE Equity has since waived
this right.
Pursuant to the April Registration Agreement, the Issuer granted
registration rights with respect to the Converted Preferred Shares to GE
Equity. Pursuant to the April Registration Agreement, at any time
commencing six months after the closing of the IPO, GE Equity may request
registration under the Securities Act of 1933, as amended (the "Securities
Act") of all or part of the Converted Preferred Shares on (i) Form S-1 or
any similar or successor long-form registration("Long-Form Registrations"),
or (ii) Form S-3 or any similar or successor short-form registration
("Short-Form Registrations"), if a Short-Form Registration is then
available to the Issuer. Pursuant to the April Registration Agreement, GE
Equity is entitled to request two Long-Form Registrations in which the
Issuer will pay all registration expenses; provided that each Long-Form
Page 9 of 12 Pages
<PAGE>
Registration include the lesser of (i) at least 30% of the Converted
Preferred Shares and (ii) Converted Preferred Shares having a minimum
anticipated offering price of at least $5,000,000. In addition, pursuant to
the April Registration Agreement, GE Equity is entitled to request not more
than four Short-Form Registrations in which the Issuer will pay all
registration expenses.
Pursuant to the June Registration Agreement, the Issuer granted
registration rights with respect to the shares issuable upon exercise of
the Warrant to GE. Pursuant to the June Registration Agreement, GE is
entitled to request one Long-Form Registration and two Short-Form
Registrations, with respect to the shares issuable upon exercise of the
Warrant, in which the Issuer will pay all registration expenses.
Pursuant to the January Stock Purchase Agreement, the Issuer agreed to
include the January Common Shares with the Converted Preferred Shares under
the April Registration Agreement, thus granting the same registration
rights to the January Common Shares as described above with respect to the
Converted Preferred Shares.
Pursuant to agreements with an underwriter of the IPO, GE Equity and
GE have agreed not to sell or otherwise transfer away ownership of any
shares of Common Stock or securities convertible into Common Stock,
including the Warrant, for a period of 180 days following the IPO.
Except as set forth or incorporated by reference in this Schedule 13D,
no Reporting Person nor, to the best knowledge of the applicable Reporting
Person, any person identified in Schedules I through IV, has any contracts,
arrangements, understandings or relationships beneficially owns any shares
of Common Stock or has effected any transactions in shares of Common Stock
during the preceding 60 days.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 1: Joint Filing Agreement among the Reporting Persons
Exhibit 2: Stock Purchase Agreement dated as of April 5, 1999 by and
between the Issuer, GE Equity and Blackwell Science, Ltd.
(Previously filed as Exhibit 10.19 to the Issuer's Amendment
No. 7 to Registration Statement on Form S-1 filed on
November 24, 1999).
Exhibit 3: Registration Agreement dated April 7, 1999 by and between
the Issuer, GE Equity, Blackwell Science, Ltd. and Blackwell
Wissenschafts-Verlag GmbH (Previously filed as Exhibit 4.7
to the Issuer's Registration Statement on Form S-1 filed on
April 23, 1999).
Page 10 of 12 Pages
<PAGE>
Exhibit 4: Amended and Restated Stockholders Agreement dated April 7,
1999 by and among the Issuer and certain stockholder
signatories thereto (Previously filed as Exhibit 4.9 to the
Issuer's Registration Statement on Form S-1 filed on April
23, 1999).
Exhibit 5: Warrant Purchase Agreement dated as of June 11, 1999 by and
between the Issuer, GE (Previously filed as Exhibit 10.30 to
the Issuer's Amendment No. 7 to Registration Statement on
Form S-1 filed on November 24, 1999).
Exhibit 6: Warrant to Purchase Common Stock of the Issuer dated June
17, 1999 issued to GE (Previously filed as Exhibit 10.31 to
the Issuer's Amendment No. 4 to Registration Statement on
Form S-1 filed on July 16, 1999).
Exhibit 7: Development and Distribution Agreement dated as of June 11,
1999 by and between the Issuer and GE (through its GE
Medical Systems operating unit) (Previously filed as Exhibit
10.27 to the Issuer's Amendment No. 7 to Registration
Statement on Form S-1 filed on November 24, 1999).
Exhibit 8: Registration Agreement dated June 17, 1999 by and between
the Issuer and GE (Previously filed as Exhibit 4.10 to the
Issuer's Amendment No. 4 to Registration Statement on Form
S-1 filed on July 16, 1999).
Exhibit 9: Stock Purchase Agreement dated as of January 18, 2000 by and
between the Issuer, GE Equity and NBC Internet, Inc.
(Previously filed as Exhibit 10.45 to the Issuer's Amendment
No. 9 to Registration Statement on Form S-1 filed on January
19, 2000).
Exhibit 10: Letter of Engagement dated November 29, 1999 by and between
the Issuer and GE (through its GE Medical Systems operating
unit) (Previously filed as Exhibit 10.43 to the Issuer's
Amendment No. 8 to Registration Statement on Form S-1 filed
on December 29, 1999).
Exhibit 11: Amendment Number One dated December 22, 1999 to Development
and Distribution Agreement by and between the Issuer and GE
(through its GE Medical Systems operating unit) (Previously
filed as Exhibit 10.44 to the Issuer's Amendment No. 8 to
Registration Statement on Form S-1 filed on December 29,
1999).
Exhibit 12: Powers of Attorney.
Page 11 of 12 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: President/General Manager
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
Dated: February 9, 2000
- --------------------
* Pursuant to a Power of Attorney attached hereto as Exhibit 12.
Page 12 of 12 Pages
<PAGE>
SCHEDULE I
GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Nigel D.T. Andrews General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Senior Vice President,
Capital Corporation General Counsel and
260 Long Ridge Road Secretary, General Electric
Stamford, CT 06927 Capital Corporation
James R. Bunt General Electric Company Vice President
3135 Easton Turnpike and Treasurer,
Fairfield, CT 06431 General Electric
Company
David L. Calhoun General Electric Capital Executive Vice President
Services, Inc. General Electric Capital
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Services, Inc.
D.D. Dammerman General Electric Company Vice Chairman of the Board,
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
John H. Myers 303 Summer Street Chief Executive Officer,
Stamford, CT 06904 GE Investments, Inc.
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric President and Chief
Capital Corporation Executive Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Michael A. Neal General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James A. Parke General Electric Executive Vice President
Capital Corporation and Chief Financial Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer,
Fairfield, CT 06431 General Electric Company
John M Samuels General Electric Company Vice President and
3135 Easton Turnpike Senior Counsel - Corporate
Fairfield, CT 06431 Tax, General Electric Company
K.S. Sherin General Electric Company Senior Vice President
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Edward D. Stewart General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Nigel D.T. Andrews General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Senior Vice President,
Capital Corporation General Counsel and
260 Long Ridge Road Secretary, General Electric
Stamford, CT 06927 Capital Corporation
James A. Colica General Electric Senior Vice President,
Capital Corporation Global Risk Management,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Richard D'Avino General Electric Senior Vice President,
Capital Corporation Taxes, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
Michael D. Frazier General Electric Senior Vice President,
Capital Corporation Insurance/ Investment
260 Long Ridge Road Products, General Electric
Stamford, CT 06927 Capital Corporation
Robert L. Lewis General Electric Senior Vice President,
Capital Corporation Structured Finance Group,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Denis J. Nayden General Electric President and Chief
Capital Corporation Executive Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Michael A. Neal General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James A. Parke General Electric Executive Vice President
Capital Corporation and Chief Financial Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Marc J. Saperstein General Electric Senior Vice President,
Capital Corporation Human Resources,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Edward D. Stewart General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Jeffrey S. Werner General Electric Senior Vice President,
Capital Corporation Corporate Treasury and
260 Long Ridge Road Global Funding Operation,
Stamford, CT 06927 General Electric Capital
Corporation
<PAGE>
SCHEDULE II
GE CAPITAL EQUITY INVESTMENTS, INC. DIRECTOR
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Michael E. Pralle GE Capital Equity President and Chairman of
Investments, Inc. the Board, GE Capital
120 Long Ridge Road Equity Investments, Inc.
Stamford, CT 06927
GE CAPITAL EQUITY INVESTMENTS, INC. OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Michael E. Pralle GE Capital Equity President and Chairman of
Investments, Inc. the Board, GE Capital
120 Long Ridge Road Equity Investments, Inc.
Stamford, CT 06927
Jonathan K. Sprole GE Capital Equity Vice President, General
Investments, Inc. Counsel and Secretary,
120 Long Ridge Road GE Capital Equity
Stamford, CT 06927 Investments, Inc.
Iain MacKay GE Capital Equity Vice President-Finance
Investments, Inc. and Treasurer,
120 Long Ridge Road GE Capital Equity
Stamford, CT 06927 Investments, Inc.
Joseph Swezey GE Capital Equity Vice President-Controller,
Investments, Inc. GE Capital Equity
120 Long Ridge Road Investments, Inc.
Stamford, CT 06927
Barbara J. Gould GE Capital Equity Vice President, Associate
Investments, Inc. General Counsel and
120 Long Ridge Road Assistant Secretary, GE
Stamford, CT 06927 Capital Equity Investments, Inc.
Peter J. Muniz GE Capital Equity Vice President, Associate
Investments, Inc. General Counsel and
120 Long Ridge Road Assistant Secretary, GE
Stamford, CT 06927 Capital Equity Investments, Inc.
Bryant Cohen GE Capital Equity Vice President-Taxes,
Investments, Inc. GE Capital Equity
120 Long Ridge Road Investments, Inc.
Stamford, CT 06927
<PAGE>
SCHEDULE III
GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Nigel D.T. Andrews General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Senior Vice President,
Capital Corporation General Counsel and
260 Long Ridge Road Secretary, General Electric
Stamford, CT 06927 Capital Corporation
James R. Bunt General Electric Company Vice President
3135 Easton Turnpike and Treasurer,
Fairfield, CT 06431 General Electric
Company
David L. Calhoun General Electric Capital Executive Vice President
Services, Inc. General Electric Capital
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Services, Inc.
D.D. Dammerman General Electric Company Vice Chairman of the Board,
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
John H. Myers 303 Summer Street Chief Executive Officer,
Stamford, CT 06904 GE Investments, Inc.
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
Denis J. Nayden General Electric President and Chief
Capital Corporation Executive Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Michael A. Neal General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James A. Parke General Electric Executive Vice President
Capital Corporation and Chief Financial Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer,
Fairfield, CT 06431 General Electric Company
John M Samuels General Electric Company Vice President and
3135 Easton Turnpike Senior Counsel - Corporate
Fairfield, CT 06431 Tax, General Electric Company
K.S. Sherin General Electric Company Senior Vice President
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
Edward D. Stewart General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
Joan C. Amble General Electric Vice President and
Capital Corporation Controller General Electric
260 Long Ridge Road Capital Services, Inc.
Stamford, CT 06927
Nigel D.T. Andrews General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Nancy E. Barton General Electric Senior Vice President,
Capital Corporation General Counsel and
260 Long Ridge Road Secretary, General Electric
Stamford, CT 06927 Capital Corporation
David L. Calhoun General Electric Capital Executive Vice President
Services, Inc. General Electric Capital
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Services, Inc.
James A. Colica General Electric Senior Vice President,
Capital Corporation Global Risk Management,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Richard D'Avino General Electric Senior Vice President,
Capital Corporation Taxes, General Electric
260 Long Ridge Road Capital Corporation
Stamford, CT 06927
Barbara E. Daniele General Electric Capital Vice President and
Services, Inc. Senior Litigation Counsel,
260 Long Ridge Road General Electric Capital
Stamford, CT 06927 Services, Inc.
D.D. Dammerman General Electric Company Vice Chairman of the Board,
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
Michael D. Frazier General Electric Senior Vice President,
Capital Corporation Insurance/ Investment
260 Long Ridge Road Products, General Electric
Stamford, CT 06927 Capital Corporation
Robert L. Lewis General Electric Senior Vice President,
Capital Corporation Structured Finance Group,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Denis J. Nayden General Electric President and Chief
Capital Corporation Executive Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Michael A. Neal General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
James A. Parke General Electric Executive Vice President
Capital Corporation and Chief Financial Officer,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Marc J. Saperstein General Electric Senior Vice President,
Capital Corporation Human Resources,
260 Long Ridge Road General Electric
Stamford, CT 06927 Capital Corporation
Edward D. Stewart General Electric Executive Vice President,
Capital Corporation General Electric Capital
260 Long Ridge Road Corporation
Stamford, CT 06927
Jeffrey S. Werner General Electric Senior Vice President,
Capital Corporation Corporate Treasury and
260 Long Ridge Road Global Funding Operation,
Stamford, CT 06927 General Electric Capital
Corporation
<PAGE>
Schedule IV
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
J.I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board,
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President,
555 South Broadway Kraft Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer,
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and
375 Park Avenue Chief Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
P.D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller, General
Fairfield, CT 06431 Electric Company
J.R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer, General Electric
Fairfield, CT 06431 Company
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources,
Fairfield, CT 06431 General Electric Company
D.D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
General Electric Capital
Services, Inc.
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development, General
Electric Company
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary, General Electric
Company
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
L. R. Johnston General Electric Company Senior Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis, General
Electric Company
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer,
Fairfield, CT 06431 General Electric Company
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer, General Electric
Company
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
M.S. Zafirovski General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Schedule 13D filed on or about this date and any further
amendments to the Schedule 13D with respect to beneficial ownership by the
undersigned of shares of the Common Stock, par value $0.01 per share, of
HealthGate Data Corp., are being filed on behalf of each of the undersigned
in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of
1934. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated: February 9, 2000
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Vice President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: President/General Manager
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
---------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact*
- -------------------
* Pursuant to a Power of Attorney attached to the Schedule 13D as Exhibit 12.
EXHIBIT 12
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute
and appoint the persons listed below as the Corporation's true and lawful
agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation
for and with respect to the matters hereinafter described.
Name of Attorney: Joan C. Amble
Nancy E. Barton
Jeffrey S. Werner
Michael A. Gaudino
J. Gordon Smith
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
4 and 5 or any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 on behalf of the Corporation with regard to any
securities owned by General Electric Capital Services, Inc.,
General Electric Capital Corporation or any of their
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the Intent and purpose of the
foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be
binding upon the Corporation without attestation and without affixation of
the seal of the Corporation. The Power of Attorney conferred hereby shall
not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.
Unless sooner revoked by the Corporation, this Power of Attorney shall
be governed under the laws of the State of New York and the authority of
the Attorney hereunder shall terminate on March 31, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 30th
day of April, 1998.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
-------------------------------
Philip D. Ameen, Vice President
Attest:
/s/ Robert E. Healing
- ----------------------------
Robert E. Healing,
Attesting Secretary
<PAGE>
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation") does hereby
make, constitute and appoint the persons listed below as the Corporation's
true and lawful agent and attorney-in-fact (hereinafter referred to as the
"Attorney") to act either together or alone in the name and on behalf of
the Corporation and for and with respect to the matters hereinafter
described.
Name of Attorney:
Michael A. Gaudino
J. Gordon Smith
Michael E. Pralle
Paul J. Licursi
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
4 and 5 or any amendments thereto required to be filed with the
Security and Exchange Commission under the Securities Act of 1934
on behalf of the Corporation with regard to any securities owned
by the Corporation, General Electric Capital Corporation of any
of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents or other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the intent and purpose of the
foregoing.
Agreements, commitments, documents, instruments, and other writings
executed by the Attorney in accordance with the terms hereof shall be
binding upon the Corporation without attestation and without affixation of
the seal of the Corporation. The Power of Attorney conferred hereby shall
not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on March 31, 2000.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as of the 30th
of April, 1998.
General Electric Capital Services, Inc.
(Corporate Seal)
By: /s/ Nancy E. Barton
------------------------------------
Nancy E. Barton, Senior Vice President
Attest:
/s/ Brian T. MaAnaney
- -------------------------
Brian T. McAnaney,
Assistant Secretary
