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EXHIBIT 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (the "Amendment")
is made and entered into as of December 1, 2000, by and among The TriZetto
Group, Inc., a Delaware corporation ("TriZetto"), Cidadaw Acquisition Corp, a
Delaware corporation and wholly-owned subsidiary of TriZetto ("Merger Sub"),
Resource Information Management Systems Inc., an Illinois corporation ("RIMS"),
the shareholders of RIMS listed on the signature pages attached hereto (each, a
"Shareholder" and collectively, the "Shareholders"), Terry L. Kirch ("Kirch")
and Thomas H. Heimsoth ("Heimsoth").
RECITALS:
A. TriZetto, Merger Sub, RIMS, the Shareholders, Kirch and Heimsoth
have entered into that certain Agreement and Plan of Merger, dated as of
November 2, 2000 (the "Agreement"), pursuant to which TriZetto will acquire RIMS
by means of a merger of Merger Sub with and into RIMS, with RIMS surviving as a
wholly owned subsidiary of TriZetto.
B. The Agreement provides for, among other things, the satisfaction of
certain closing conditions prior to Closing, and for the issuance of shares of
restricted stock of TriZetto immediately following the Closing in the amounts
set forth in the Agreement.
C. The parties to the Agreement desire to amend the Agreement by
waiving certain closing conditions of TriZetto and providing for adjustments to
the number of shares of restricted stock and vesting thereof, each as more fully
set forth in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. CLOSING CONDITIONS.
1.1 TERMINATION AGREEMENTS. Section 9.1(q) of the Agreement,
which provides that each employee of RIMS who is a party to a Termination
Agreement shall have agreed to terminate such agreement prior to the Effective
Date, is hereby waived as a condition to Closing; provided, however, that
failure by RIMS to deliver to TriZetto evidence of termination of all
Termination Agreements to which RIMS is a party, including, without limitation,
Termination Agreements with employees, directors and consultants of RIMS, by
December 4, 2000 (the "Termination Date"), shall cause the number of shares of
restricted stock to be issued pursuant to Section 6.5 of the Agreement to be
reduced, as hereinafter provided.
1.2 SALE OF LEASES. Section 9.1(t) of the Agreement, which
provides that RIMS shall have sold all right, title and interest in and to the
leases in its lease portfolio to an unrelated third party for an amount equal to
at least $2,200,000, is hereby waived as a condition to Closing; provided,
however, that RIMS shall use its best efforts to consummate a sale of the lease
portfolio to LYNCO Capital Corp. for an aggregate purchase price of
approximately $2,650,000, subject to a 25% holdback and such other terms as may
be reasonably agreed to by RIMS, with the consent of
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TriZetto, as soon as reasonably practicable. In the event the contemplated sale
of the lease portfolio to LYNCO Capital Corp. is not consummated, Kirch and
Heimsoth shall use their commercially reasonable best efforts on behalf of RIMS
to sell the lease portfolio on terms reasonably acceptable to TriZetto.
2. RESTRICTED STOCK GRANTS. Section 6.5 of the Agreement is hereby
amended and restated to read in its entirety as follows:
"6.5 RIMS Employee Stock. As soon as practicable following the
Termination Date, TriZetto shall issue and deliver to the Persons and
in the respective amounts set forth on Exhibit C, an aggregate number
of shares of TriZetto Stock equal to $2,000,000 divided by the average
closing sales price of the TriZetto Stock as reported on the NMS (or
other exchange or similar market on which TriZetto is regularly traded
if not then traded on NMS) for the five trading days beginning on the
second full trading day prior to the public announcement of the
execution of this Agreement (the "RIMS Employee Shares"), which shares
shall vest at the rate of 33 1/3% per year pursuant to a three year
vesting schedule and shall be conditioned on continued employment with
TriZetto. Notwithstanding the foregoing, in the event any of the
Persons set forth in Exhibit C do not enter into an agreement to
terminate their Termination Agreement on or prior to the Termination
Date, the number of shares of TriZetto Stock to which such Person shall
be entitled pursuant to this Section 6.5 shall be reduced by the number
of shares with a value equal to $100,000, as calculated above, except
with respect to Jerry Horwitz, whose shares shall be reduced by the
number of shares with a value equal to $150,000, as calculated above.
To the extent the total amount of shares of restricted stock are not
allocated to specific employees of RIMS on Exhibit C prior to Closing,
the RIMS employees entitled to receive such unallocated shares shall be
designated by RIMS no later than December 15, 2000. TriZetto shall not
be obligated to issue any shares of restricted stock that remain
undesignated after December 15, 2000."
3. REGISTRATION OF SHARES UNDERLYING OPTIONS. TriZetto agrees to use
its commercially reasonable best efforts to register all of the shares of
TriZetto Stock purchasable under TriZetto Options to be issued pursuant to
Section 2.1(c) of the Agreement under the 1933 Act on a registration statement
on Form S-8, if available, within thirty (30) days following the Effective Date.
4. MISCELLANEOUS.
4.1 EFFECT OF AMENDMENT. The provisions of this Amendment are
hereby incorporated into and made part of the Agreement. Except as amended by
this Amendment, all of the provisions of the Agreement shall continue in full
force and effect.
4.2 DEFINITIONS. Unless otherwise defined in this Amendment,
capitalized terms have the meanings given in the Agreement.
4.3 ENTIRE AGREEMENT. The Agreement (including the documents
and the instruments referred to therein), and this Amendment constitute the
entire agreement among the parties and supersede all prior agreements,
understandings and representations by or among the parties, written and oral,
with respect to the subject matter hereof and thereof.
4.4 COUNTERPARTS. This Amendment may be executed in
counterparts, which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
THE TRIZETTO GROUP, INC., a Delaware
corporation
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
CIDADAW ACQUISITION CORP., a Delaware
corporation
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
RESOURCE INFORMATION MANAGEMENT SYSTEMS,
INC., an Illinois corporation
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
----------------------------------------
Thomas H. Heimsoth
----------------------------------------
Terry L. Kirch
[Signature Page to First Amendment to Agreement and Plan of Merger]
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THE SHAREHOLDERS
PRAIRIE STREET PARTNERS, L.P.
By: Kirch Family Trust of 2000,
its General Partner
By: American National Bank
and Trust Co. of Chicago,
its Trustee
By:
-----------------------
Name:
---------------------
Its:
----------------------
TIMBERLEE PARTNERS
By:
-------------------------------
Name: Terry Kirch
Its: General Partner
DOVE HILL HOLDING PARTNERSHIP, L.P.
By: Hatchwood Family Trust, its
General Partner
By: American National Bank
and Trust Co. of Chicago,
its Trustee
By:
-----------------------
Name:
---------------------
Its:
----------------------
-----------------------------------
Thomas H. Heimsoth
[Signature Page to First Amendment to Agreement and Plan of Merger]
