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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A - 2
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number: 0-5667
SEAL HOLDINGS CORPORATION
(Name of small business issuer in its charter)
DELAWARE 65-0769296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5601 N. DIXIE HIGHWAY
SUITE 411
FORT LAUDERDALE, FLORIDA 33334
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number: (954) 771-1772
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Common Stock, par value $.20
</TABLE>
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its fiscal year ended December 31, 1999 were $0.
The aggregate market value of the common equity held by non-affiliates as of
April 17, 2000 was approximately $2.9 million based on the $2.25 closing bid
price for the common stock quoted on the OTC Bulletin Board on such date. For
purposes of this computation, all executive officers and directors of the
registrant have been deemed to be affiliates. Such determination should not be
deemed to be an admission that such directors and officers are, in fact,
affiliates of the registrant.
The number of shares of Class A Common Stock of the issuer outstanding as of
April 17, 2000 was 32,838,347. The number of shares of Class B Common Stock of
the issuer outstanding as of February 29, 2000 was 25,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format: Yes No X
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EXPLANATORY NOTE
This amendment is being filed in order to provide the information required in
Part III of the Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on March 30, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth the names and ages of all directors and executive
officers and all persons nominated or chosen to become such and positions held
with respect to each executive officer of the Company as of April 17, 2000.
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Name Age Position Since
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M. Lee Pearce, MD 69 Chairman of the Board, April 5, 1999
Class B Director April 5, 1999
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Robert G. Tancredi, MD 62 Chief Executive Officer, April 15, 1999
Class B Director April 2, 1999
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Thomas M. Ferguson 60 Class A Director April 2, 1999 (1)
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John J. Rydzewski 47 Class A Director April 2, 1999
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Cecilio M. Rodriguez 40 Treasurer, April 2, 1999
Secretary April 2, 1999
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(1) Mr. Ferguson served as a Class B Director from February 1997 to April 2,
1999.
M. Lee Pearce, M.D. has served as a Class B Director and Chairman of the Board
of Directors and a principal stockholder of the Company since April 1999. Dr.
Pearce has over 40 years of experience in the health care industry. For the
majority of his health care career, he has been the Chairman and Chief Executive
Officer of health care services companies which he founded. From February 1993
to January 1997, Dr. Pearce served as a director of OrNda Health Corporation
("OrNda") (NYSE:ORN), the then third largest investor-owned hospital management
system in the United States which operated 48 acute care medical-surgical
hospitals, ambulatory surgical centers, numerous outpatient and specialty
clinics. From 1989 to February 1997, he served as a director of IVAX Corporation
(AMEX:IVX), a manufacturer of pharmaceuticals, personal care products and
diagnostic devices. In 1991, entities in which Dr. Pearce was a substantial
owner included Golden Glades Regional Medical Center in Miami, Florida which was
later restructured and sold. From 1987 through 1989, Dr. Pearce was at first a
significant shareholder (1987) and then a director (1988) of American Medical
International, Inc. (NYSE: AMI). Between 1969 and 1985, he was the Chairman and
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Chief Executive Officer of American Hospital Management Corp., the operating
management company of American Hospital of Miami and North Ridge Medical Center
(two hospitals which he founded, developed and which were sold to AMI in 1985).
Dr. Pearce is a member of the Board of Fellows of the Harvard Medical School and
serves as a pro-bono consultant to the Mayo Foundation and the Mayo Medical
Ventures. He also serves on the Board of Trustees of the University of Miami
where he is also a member of the George E. Merrick Society. In addition to Dr.
Pearce's medical degrees, he also received a J.D. degree from the University of
Miami and is a member of the Florida Bar and the American Bar Association.
Robert G. Tancredi, M.D. has served as a Class B Director and Chief Executive
Officer of the Company since April 1999. Dr. Tancredi has also served as the
Chief Executive Officer and as a Manager of OH, Inc., a wholly owned subsidiary
of the Company since April 1999. From 1985 to 1992, Dr. Tancredi was a member of
the Board of Governors of the Mayo Clinic, Rochester, Minnesota. From 1985 to
1996, Dr. Tancredi was a member of the Board of Trustees of the Mayo Foundation.
From 1987 to 1992, Dr. Tancredi was a member of the Board of Trustees of the
American College of Cardiology. From December 1991 until his retirement as of
December 31, 1996, Dr. Tancredi was Chairman of the Board of Governors of the
Mayo Clinic, Scottsdale, Arizona. From October 1997 until April 2, 1999, Dr.
Tancredi provided consulting services to certain affiliates of the Company and
of Dr. Pearce. Dr. Tancredi has also been a Director of Healthology, Inc. since
March 2000.
Thomas M. Ferguson has served as a Class A Director of the Company since April
1999. Mr. Ferguson was the Company's Chairman of the Board and a Class B
Director from February 7, 1997 to April 2, 1999, and President and Chief
Executive Officer of the Company from August 14, 1996 to April 2, 1999. Since
1992, he has been a Director, Chairman and President of First Stanford
Corporation, a private advisory company engaged in providing services
principally with respect to maritime transactions and the development of
strategic business and financial plans for national and international companies.
Mr. Ferguson serves as a director of Camber Companies, LLC. Mr. Ferguson is the
sole stockholder, officer and Director of First Magnum Corporation. Mr. Ferguson
received a Bachelor of Arts degree from Florida State University.
John J. Rydzewski has served as a Class A Director of the Company since April
1999. Since 1993, Mr. Rydzewski has been an investment banker specializing in
health care finance and has been a principal of Benedetto, Gartland & Company,
Inc., an investment banking firm. Mr. Rydzewski was previously a Vice President
in the Health Care Finance Group of Kidder, Peabody & Co. and a manager at Price
Waterhouse & Co. Mr. Rydzewski previously served as Chairman of the Board of ARV
Assisted Living, Inc. and as a director of United Medical and Maxim Healthcare
Corporations. Mr. Rydzewski received a Master of Business Administration Degree
and a Bachelor of Science Degree from the Wharton School of the University of
Pennsylvania. Mr. Rydzewski has also been a Director of Healthology, Inc. since
March 2000.
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Cecilio M. Rodriguez, CPA has served as the Secretary and Treasurer of the
Company since April 1999. Mr. Rodriguez has served as an executive officer of a
number of the Company's subsidiaries since January 1998. From October 1996 to
January 1998, Mr. Rodriguez served as Senior Vice President and Chief Financial
Officer of First Financial Acceptance, Inc., a consumer finance company. From
April 1991 until its sale in October 1996, Mr. Rodriguez was a Senior Vice
President and Chief Financial Officer of Bank of North America. Bank of North
America was controlled by Dr. Pearce. Mr. Rodriguez has been licensed in Florida
as a Certified Public Accountant since 1982.
All Class A Directors are elected by holders of the Class A Common Stock and all
Class B Directors are elected by holders of the Class B Common Stock at the
annual meeting of the stockholders of the Company and hold office following
election or until their successors are elected and qualified. The Company's
bylaws permit the Board of Directors to fill any vacancy and such Director may
serve until the next annual meeting. The officers of the Company are appointed
by and serve at the discretion of the Company's Board of Directors.
To the best knowledge of the Company, other than as stated above, no Director of
the Company is a Director of any other company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 or subject to
the requirements of Section 15(d) of that Act or any company registered under
the Investment Company Act of 1940.
There are no family relationships between any of the Company's Executive
Officers and Directors.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and person who own more than ten percent of
the outstanding Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership on Form 3 and reports of changes in
ownership of Common Stock on Form 4 or 5. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
Based solely on its review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were complied
with during the year ended December 31, 1999.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information for the years
indicated concerning the compensation awarded to, earned by, or paid to (i)
those persons serving as the Company's Chief Executive Officer during the 1999
fiscal year, (ii) the other four most highly compensated Executive Officers of
the Company who were serving as such at December 31, 1999, and (iii) up to two
additional individuals who had served as an Executive Officer of the Company
during the 1999 fiscal year but who were not Executive Officers at December 31,
1999, except that persons referred to in clauses (ii) and (iii) above generally
are not included in the table if they received total annual salary and bonus of
$100,000 or less for 1999. The persons named in this table are collectively
referred to as the "Named Executive Officers."
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Summary Compensation Table
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Long-Term
Annual Compensation Compensation
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Name and Year Salary($) Bonus($) Other Annual
Principal Position Compensation ($)(3) Securities Underlying
Options/SARs (#)
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Robert G. Tancredi, MD (1) (4) 1999 $228,846 $ -0- $77,000 -0-
President and 1998 0 -0- -0- -0-
Chief Executive Officer 1997 0 -0- -0- -0-
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Long-Term
Annual Compensation Compensation
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Name and Year Salary($) Bonus($) Other Annual
Principal Position Compensation ($)(3) Securities Underlying
Options/SARs (#)
Thomas M. Ferguson (2) 1999 $70,530 $ -0- $142,000 -0-
Former Chief Executive Officer 1998 26,529 -0- 3,171 445,000
1997 64,000 -0- 3,171 355,000
Long-Term
Annual Compensation Compensation
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Name and Year Salary($) Bonus($) Other Annual
Principal Position Compensation ($)(3) Securities Underlying
Options/SARs (#)
Cecilio M. Rodriguez 1999 $112,500 $ -0- $ -0- -0-
Chief Financial Officer 1998 0 -0- -0- -0-
1997 0 -0- -0- -0-
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</TABLE>
(1) Dr. Tancredi was appointed President and CEO of the Company on
April 15, 1999.
(2) Mr. Ferguson was appointed President and CEO of the Company on August 14,
1996 and resigned as President and CEO effective April 2, 1999. From April
2, 1999 to April 1, 2000, Mr. Ferguson served as Director of Public
Affairs for the Company. Mr. Ferguson continues to serve as a Class A
Director.
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(3) Except for stock options issued pursuant to the Company's 1996, 1997, 1998
and 1999 Stock Option Plans, the Company has not provided any long-term
compensation plan, stock appreciation rights, defined benefit or actuarial
plan. Except pursuant to the employment agreement with Dr. Tancredi
described below, the Company does not have any employment contract or
termination of employment or change in control agreements with its Named
Executive Officers.
(4) Dr. Tancredi is a member of PearTan LLC of which he and Dr. Pearce are the
sole members. PearTan owns 2,000,000 shares of the Company's Class A Common
Stock. Pursuant to the applicable governing documents of PearTan, upon any
liquidation of PearTan (including the sale of the foregoing 2,000,000
shares) and after return of the members respective capital contributions,
Dr. Tancredi is entitled to receive from the proceeds of liquidation an
amount which effectively gives him certain economic rights to 300,000
shares plus up to an additional 800,000 shares, subject to vesting. Subject
to the satisfaction of certain vesting criteria, Dr. Tancredi's rights in
the foregoing 800,000 shares vest at the rate of 200,000 per year on each
April. As of December 31, 1999, a total of 200,000 of such shares had
vested.
The Company's Stock Option Plans
Currently, the Company has four stock options plans: (i) 1999 Seal Holdings
Corporation Long Term Incentive Plan ("1999 Plan"), (ii) Seal Holdings
Corporation 1998 Incentive Option Plan ("1998 Plan"), (iii) Seal Fleet, Inc.
Incentive Option Plan ("1997 Plan"), and (iv) Seal Fleet, Inc. Long Term
Incentive Plan ("1996 Plan"). All options under the 1998 Plan, the 1997 Plan and
the 1996 Plan have been granted.
There were no stock option exercises by the Named Executive Officers during
1999. The following table contains information about unexercised stock options
held at the end of 1999 by Named Executive Officers.
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Year-End 1999 Option Values
Number of Securities Value of Unexercised
Underlying In-the-Money Options
Options at FY End(#) at FY-End ($)
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Name (Exercisable) (Exercisable)
<S> <C> <C>
Thomas M. Ferguson 800,000 $399,650
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Employment Contracts
The Company has an employment agreement with Robert G. Tancredi, MD, the
Company's Chief Executive Officer and President. Pursuant to the agreement, Dr.
Tancredi is paid at a rate of $300,000 per year. Dr. Tancredi is also entitled
to guaranteed minimum bonuses as follows: (i) $270,000 on April 15, 2000, (ii)
$180,000 on April 15, 2001 and (iii) $90,000 on April 15, 2002. With respect to
each calendar year from and after January 1, 2001, the Board may award Dr.
Tancredi an additional bonus, as determined in the discretion of the Board,
based upon the Company achieving certain operational and financial requirements.
Dr. Tancredi is also eligible to receive stock option awards as part of the
Company's annual review of executive salaries and performance and to participate
in any other stock option plan instituted by the Company. Dr. Tancredi is
subject to certain restrictive covenants during the term of his employment with
the Company and for a period of one year thereafter unless Dr. Tancredi's
employment terminates for certain specified reasons, including following a
Change of Control (as defined in the Tancredi Employment Agreement).
Effective April 2, 1999, the Company entered into a one year employment
agreement ("Employment Agreement") with Mr. Ferguson, to serve as Director of
Public Relations. In connection with the performance of his services under the
Employment Agreement, Mr. Ferguson received $97,500 during the term of the
Employment Agreement. The Employment Agreement ended by its terms on April 1,
2000.
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Meetings and Committees of the Board of Directors
The Company's Board of Directors held four meetings during the year ended
December 31, 1999. At December 31, 1999, the Company had a Compensation
Committee consisting of Thomas M. Ferguson and John J. Rydzewski. During 1999,
the Compensation Committee did not meet. The Compensation Committee reviews
existing and proposed compensation plans, programs and arrangements both for
officers of the Company and for certain non-officer employees. The Committee
also grants stock options and awards restricted stock to key employees,
including officers and members of the Board, in accordance with the terms of the
Company's stock option plans. The full Board of Directors, and not the
Committee, is authorized to grant or award compensation, options or restricted
stock to any officer or employee who is also a Director and a member of the
Compensation Committee.
The Company's Audit Committee consists of Thomas M. Ferguson and John J.
Rydzewski, each of whom are outside Directors, as members of both Company's
Compensation Committee and Audit Committee. The Audit Committee will review the
scope of the accountants' engagement, including the remuneration to be paid, and
will review the independence of the accountants. The Audit Committee, with the
assistance of the Company's Treasurer and Chief Financial Officer and other
appropriate personnel, will review the Company's annual financial statements and
the independent auditor's report, including significant reporting and
operational issues; corporate policies and procedures as they relate to
accounting and financial reporting and financial controls; litigation in which
the Company is a party; and use by the Company's Executive Officers of expense
accounts and other non-monetary perquisites, if any. The Audit Committee may
direct the Company's legal counsel, independent auditors and internal audit
staff to inquire into and report to it on any matter having to do with the
Company's accounting or financial procedures or reporting.
No Director attended fewer than 75% of the meetings of the Board of Directors or
of any committee on which such Director served during the year ended December
31, 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of April 17, 2000, the Common Stock owned
beneficially by (i) each Director of the Company, (ii) each Executive Officer,
(iii) all Directors and Executive Officers as a group, and (iv) each person
known by the Company to be the "beneficial owner" of more than five percent (5%)
of such Common Stock. "Beneficial ownership" is a technical term broadly defined
by the Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Common Stock not only if you
hold it directly, but also if you indirectly (through a relationship, a position
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as a Director or trustee, or a contract or understanding), have (or share the
power to vote the stock, or sell it) the right to acquire it within 60 days.
Except as disclosed in the footnotes below, each person has sole voting and
investment power over his or her shares. As of April 17, 2000, there were
32,838,347 shares of Class A Common Stock issued and outstanding and 1,530
holders of record, and 25,000 shares of Class B Common Stock issued and
outstanding and one holder of record. In addition, there are 2,170 shares of
Series B Preferred Stock issued and outstanding and one holder of record.
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<CAPTION>
Shares Percentage
Beneficially Beneficially
Name (1) Current Title Owned Owned Title of Class
<S> <C> <C> <C> <C>
M. Lee Pearce, M.D. Class B Director, 32,073,180 (2) 94.41% Class A Common Stock
Chairman of the Board 25,000 (3) 100.00% Class B Common Stock
of Directors 2,170 (8) 100.00% Series B Preferred Stock
Robert G. Tancredi, Class B Director, 2,150,000 6.52% Class A Common Stock
M.D. (4) Chief Executive Officer
Thomas M. Ferguson (5) Class A Director 1,072,675 3.19% Class A Common Stock
John J. Rydzewski (6) Class A Director 328,279 1.00% Class A Common Stock
Cecilio M. Rodriguez (7) Treasurer and Secretary 125,000 0.38% Class A Common Stock
All Directors and 33,749,334 96.30% Class A Common Stock
Executive Officers as a 25,000 100.00% Class B Common Stock
Group (6 Persons) 2.170 100.00% Series B Preferred Stock
</TABLE>
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*Less than 1%.
(1) The address for each of the persons and entities listed above is 5601 N.
Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.
(2) The shares beneficially owned by Dr. Pearce (i) include 28,239,847 shares
of Class A Common Stock, which are owned by the M. Lee Pearce 1998
Irrevocable Trust of which Dr. Pearce is the 100% beneficial owner, (ii)
include 2,000,000 shares of Class A Common Stock which are owned by
PearTan, LLC of which Dr. Pearce is a member (Dr. Pearce and Dr. Tancredi
share voting power on all of the shares owned by PearTan; provided,
however, that if they are unable to agree on any such vote, then Dr.
Tancredi has the right to direct the vote of 700,000 of such shares and Dr.
Pearce has the right to direct the vote of the balance of 1,300,000 of such
shares), (iii) include 700,000 shares of Class A Common Stock which are
owned by Broward Trading Corporation of
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which Dr. Pearce is the sole shareholder, and (iv) include warrants to
purchase 1,133,333 shares of Class A Common Stock. The calculation of Dr.
Pearce's beneficial ownership percentage does not take into account the
exercise of options held by third parties, including options held by other
officers and directors.
(3) The shares are owned by Lauderdale Holdings, Inc., a Florida corporation of
which Dr. Pearce is the sole shareholder.
(4) Includes (i) vested options to purchase up to 150,000 shares of Class A
Common Stock, out of a total option grant of 450,000 shares, and (ii)
2,000,000 shares held by PearTan, LLC, of which Dr. Tancredi is a member.
Dr. Pearce and Dr. Tancredi share voting power on all of the shares owned
by PearTan; provided, however that, if they are unable to agree on any such
vote, then Dr. Tancredi has the right to direct the vote of 700,000 of such
shares and Dr. Pearce has the right to direct the vote of the balance of
1,300,000 of such shares. The calculation of Dr. Tancredi's beneficial
ownership percentage does not take into account the exercise of options and
warrants held by third parties, including options and warrants held by
other officers and directors.
(5) Includes (i) options to purchase up to 800,000 shares of Class A Common
Stock, all of which are fully vested and exercisable, and (ii) 157,675
shares held by First Magnum Corporation and (iii) 115,000 shares held by
Mr. Ferguson. As sole stockholder of First Magnum Corporation, Mr. Ferguson
has voting and investment power over First Magnum Corporation's shares of
Common Stock of the Company. The calculation of Mr. Ferguson's beneficial
ownership percentage takes into account his exercise of outstanding
options. Such calculation does not take into account the exercise of
options and warrants held by third parties, including options and warrants
held by other officers and directors.
(6) The calculation of Mr. Rydzewski's beneficial ownership percentage does not
take into account the exercise of outstanding options and warrants held by
third parties, including options and warrants held by other officers or
directors.
(7) Includes vested options to purchase up to 125,000 shares of Class A Common
Stock, out of a total option grant of 450,000. The calculation of Mr.
Rodriguez's beneficial ownership percentage does not take into account the
exercise of options and warrants held by third parties, including options
and warrants held by other officers or directors.
(8) These shares are held by the M. Lee Pearce 1998 Irrevocable Trust of which
Dr. Pearce is the 100% beneficial owner.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following describes certain transactions or relationships between the
Company and its officers, directors and certain related parties in which any of
them had or is to have a direct or indirect material interest. Except as
otherwise specifically set forth herein, for purposes of this section, the term
"Company" also includes each of the Company's subsidiaries.
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Except as otherwise stated below, all transactions between and among the Company
and its subsidiaries described below, its executive officers and the
subsidiaries and each of their respective affiliates have been entered into
without the benefit of arm's length bargaining and may involve conflicts of
interest. The Company believes that transactions with affiliates have been made
on terms no less favorable to the Company than those available from unaffiliated
parties. In addition, the structure and proposed method of operations of the
Company may create certain inherent conflicts between the Company and its
affiliates.
ASSOCIATION OF DIRECTORS AND OFFICERS
All of the Company's directors and officers who performed such functions prior
to the closing of the transactions contemplated by the Agreement and Plan of
Exchange dated December 21, 1998 between Seal Holdings Corporation and OHI were
associated with other firms or occupations involving other business activities.
Because of these affiliations and because these individuals devoted only part
time to the affairs of the Company, there were potential inherent conflicts of
interest in their acting as directors and officers of the Company and of other
entities. All of the Company's directors and officers who served as directors or
controlling stockholders of other entities were engaged in a variety of
businesses which may have had various transactions with the Company. Please
refer to the Company's Form 8-K dated April 2, 1999. As more fully described in
such Form 8-K, effective April 2, 1999 Seal Holdings Corporation acquired all of
the outstanding shares of OH, Inc., a Florida corporation ("OHI") in exchange
for approximately 91% of the outstanding Company shares, on a fully diluted
basis (the "Reverse Merger").
OAKRIDGE TRANSACTION
On September 30, 1999, the Company completed a transaction the ("Oakridge
Transaction") pursuant to which its then wholly-owned subsidiary, OHI (which,
through its subsidiaries, owned, operated and managed a comprehensive outpatient
medical, diagnostic and surgical facility and physician practice business
located in Fort Lauderdale, Florida), became a wholly-owned subsidiary of
Oakridge Outpatient Center, Inc., ("Oakridge"). All of the outstanding capital
stock of Oakridge was held by Gary Matzner, Rudy Noriega and Doyle Campbell,
M.D. Immediately prior to the Oakridge Transaction, Mr. Matzner was OHI's
general counsel, Mr. Noriega was OHI's president and Dr. Campbell was a
physician employee of a subsidiary of OHI. The terms of the Oakridge Transaction
were the result of arms-length negotiations between the parties. OHI's business
constituted the only active business operations of the Company at that time. The
Company has no ownership interest in Oakridge.
The Company's strategy for OHI's business was based upon its belief that
sophisticated outpatient medical, diagnostic and surgical facilities would
become the preferred delivery model for a significant portion of healthcare.
During 1998 and 1999, the Company developed and operated the Oakridge
Comprehensive Outpatient Center (the "Oakridge Center") as its first outpatient
facility.
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The Oakridge Center served the Fort Lauderdale and northern Broward County
communities and was intended to be the prototype for other outpatient centers.
In the operation of the Oakridge Center, the Company incurred start-up losses
significantly greater than anticipated due to a variety of factors, including
third party actions adverse to OHI which the Company believes adversely impacted
the use of the Center by physicians and patients. Despite the Company's
continued belief that sophisticated outpatient centers are a preferred delivery
model for healthcare, the start-up losses of the Oakridge Center indicated
greater risk than the Company was prepared to undertake. Accordingly, after
presentation to the Company of an offer whereby an investor group comprised of
certain members of OHI's management would form a new corporation, Oakridge, and
invest working capital in OHI's outpatient business (in addition to receiving
certain supplemental loans directly from an affiliate of Dr. Pearce), OHI was
merged into a subsidiary of Oakridge for a nominal payment and assumption by the
surviving company of all liabilities of OHI and its subsidiaries. In addition,
in the merger, the Company assigned to Oakridge its claims against third parties
that had taken actions adverse to the Company and received the right to certain
contingent payments from the proceeds of any legal actions against such third
parties. The Company understands that the potential claim against such third
parties are being investigated and a possible legal action is being evaluated.
There can be no assurance that, if a legal action is instituted, it will be
successful, or even if successful, will result in any payment to the Company.
The foregoing description of the Oakridge Transaction is qualified in its
entirety by reference to the Merger Agreement filed as an exhibit to the
Company's For 8-K dated September 30, 1999. For further information relating to
the Oakridge Transaction, including limitations on the Company's ability to
participate in any potential litigation recovery, please refer to the Company's
Form 8-K dated September 30, 1999.
THOMAS M. FERGUSON
Effective April 2, 1999, the Company entered into a one year consulting
agreement ("FSC Agreement") with First Stanford Corporation ("First Stanford"),
whose sole stockholder, officer and director is Thomas M. Ferguson, a Class A
Director of the Company (as of April 2, 1999) and the former Chief Executive
Officer, President and Class B Director of the Company (to April 2, 1999). Under
the terms of the FSC Agreement, First Stanford provided advisory services with
respect to strategic and financial planning, marketing programs, corporate
organization and structure and other general corporate matters. In connection
with the performance of its services, First Stanford received $15,000 per month
(for a total of $180,000 during the one year term of the FSC Agreement). The
terms and conditions of the FSC Agreement were with the benefit of arm's length
negotiations. The FSC Agreement ended by its terms on April 1, 2000.
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On March 25, 1997, Mr. Ferguson purchased from the Company 120,000 shares of the
Company's Class A common stock for $120,000. As consideration for the purchase,
Mr. Ferguson issued a promissory note to the Company for $120,000 secured by a
pledge agreement granting the Company a security interest in the shares. The
note was due upon the earlier of March 21, 1999, the termination of Mr.
Ferguson's employment with the Company, the date of sale or other disposition of
the shares by Mr. Ferguson, or any breach of his obligations under the pledge
agreement..
In a meeting of the Board of Directors dated December 1, 1998, it was resolved
that, subject to a successful closing of the Reverse Merger with OHI, that Mr.
Ferguson receive a special bonus equal to the value of the loan granted to him
on March 25, 1997, and any accrued interest receivable. Accordingly, on April 2,
1999, in connection with the closing of the Reverse Merger, the Company forgave
the note receivable of $120,000 and related accrued interest of $12,757.
M. LEE PEARCE, M.D.
M. Lee Pearce M.D., the Company's Chairman of the Board and its majority
stockholder, directly or indirectly, owns a number of entities with which the
Company, and its wholly-owned subsidiaries, does or has done business. The
majority of these affiliated transactions related to the operations of OHI,
which as of September 30, 1999 are no longer owned by the Company. In
particular, Dr. Pearce (i) is the beneficial owner of North Ridge Va., Ltd.
("VAL"), the entity which owns the building where the Oakridge Center is located
and was operated and leased by subsidiaries of OHI, (ii) is the beneficial owner
of a substantial majority of North Ridge Medical Plaza, Ltd. ("NRMP"), which
owns the building where the Company leases a suite for its corporate office and
where subsidiaries of OHI leased office suites for physician, executive offices,
and for a cardiac catheterization laboratory ("Cath Lab"), and (iii) is the
beneficial owner of Oakridge Medical Group Realty, Inc. ("Realty"), a Florida
corporation that is controlled by an affiliate of the Dr. Pearce, which owns two
buildings that housed the offices of certain physician employees of a subsidiary
of OHI.
Following the Oakridge Transaction, the Company now leases 2,060 square feet of
office space in the NRMP pursuant to a lease expiring in 2004. The lease has an
annual rental rate of approximately $38,000, adjusted annually for inflation.
Prior to the Oakridge Transaction, affiliates of Dr. Pearce had agreements with
subsidiaries of OHI as set forth below.
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Lease Agreements between OHI Subsidiaries and Certain Affiliates of Dr. Pearce
At the time of the Oakridge Transaction, OHI was in the process of entering into
a definitive lease agreement with VAL, for the lease of the Oakridge Center.
Such lease was anticipated to be a triple-net lease, however, the specific terms
of the lease were in the process of being negotiated. It was anticipated that
the annual rental under such lease would be based on fair market rates and that
the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.
OHI also expected to enter into a written lease agreement with NRMP for the Cath
Lab to consist of approximately 5,700 square feet. The agreement had not been
fully negotiated or executed at the time of the Oakridge Transaction. The annual
rental under such lease was anticipated to be based on fair market rates and the
balance of the material terms was anticipated to be no less favorable than could
be obtained by OHI from unaffiliated parties in an arm's length transaction.
Lease of Administrative and Physician Offices
Through one or more of its subsidiaries, OHI leased four suites from NRMP. These
suites were used for administrative and physician offices. The office suites
each leased for approximately $18 per square foot on a month-to-month basis,
which is consistent with the amount paid by and terms of arrangements between
NRMP and non-affiliated tenants. As of the date of the Oakridge Transaction, OHI
had not entered into definitive written agreements with NRMP. It was anticipated
that the annual rental under such leases would be based on fair market rates and
that the balance of the material terms would be no less favorable than could be
obtained by the Company from unaffiliated parties in an arm's length
transaction.
Through its subsidiaries, OHI also leased approximately 16,000 square feet at
$18 per square foot, on a month to month basis from Realty. These rates were
established by an independent appraisal firm. As of the date of the OHI
Transaction, OHI had not entered into a definitive written agreement with
Realty.
Credit Support of Certain Company Obligations
OHI and its subsidiaries had entered into lease and loan agreements relating to
computer hardware and software, office equipment and medical equipment. The
total amount of such lease and loan obligations was approximately $9.0 million.
In connection with these lease and loan obligations, Dr. Pearce provided credit
support for the issuance of letters of credit in favor of the lessors and
creditors. The amounts of the letters of credit totaled approximately $1.8
million.
Guarantees of Other Contractual Obligations
Certain affiliates of Dr. Pearce provided limited guarantees of certain
contractual obligations of subsidiaries of OHI, including, among other items,
agreements with certain employees entered into before any significant
capitalization of OHI.
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JOHN J. RYDZEWSKI
Mr. Rydzewski is a principal in Benedetto Gartland and Company, Inc., an
investment-banking firm providing services to the Company ("BGC"). In connection
with the Company's agreement with the BGC, the Company paid fees and expenses of
$465,923 and $179,939 and issued 300,000 and 150,000 shares of Class A Common
Stock during the year ended December 31, 1999 and the three-month period ended
March 31, 2000, respectively. In addition, the Company's majority stockholder,
Dr. Pearce, transferred 150,000 shares of his Class A Common Stock to BGC in
connection with services provided in the Reverse Merger. The agreement with BGC
expired by its terms on March 31, 2000. Additional placement fees and share
purchase rights may be earned by BGC upon the occurrence of certain events,
including certain future sales of securities by the Company and when the Company
makes investments which are facilitated by or require the assistance of BGC.
In addition to the fees described above, as compensation for services provided
to the Company by BGC in connection with the Company's investment in
Healthology, Inc., 5% of the 3,211,453 shares acquired by the Company at a cost
of $1.00 per share were transferred to BGC. The Company retained voting control
over all such shares.
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ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
The following documents are filed as a part of this report or are incorporated
by reference to previous filings, if so indicated:
(a) Exhibits
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SEAL HOLDINGS CORPORATION
By: /s/ Cecilio M. Rodriguez
-------------------------
Cecilio M. Rodriguez, Chief Financial Officer
and Treasurer
Dated: May 1, 2000
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