<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OptiCare Health Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
803520105
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(CUSIP Number)
Steven L. Ditman
Chief Financial Officer
OptiCare Health Systems, Inc.
87 Grandview Avenue
Waterbury, CT 06708
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 13, 1999
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 803520105 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marlin Capital, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
638,059
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 638,059
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 803520105 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marlin Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 638,059
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
638,059
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
775,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 803520105 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin E. Franklin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 775,144
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
638,059
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 803520105 Page 5 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ian G. H. Ashken
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 775,144
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
638,059
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement on Schedule 13D relates to shares of Common Stock, par value
$0.001 per share (the "Shares"), of OptiCare Health Systems, Inc., a Delaware
corporation formerly known as Saratoga Resources, Inc. This Statement is being
filed by the Reporting Persons (as defined herein) to report acquisitions of
Shares as a result of which the Reporting Persons may be deemed to be the
beneficial owners of more than 5% of the outstanding Shares.
Information contained in this statement on Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
Item 1. Security and Issuer.
(i) Name and Issuer: OptiCare Health Systems, Inc., a Delaware
corporation formerly known as Saratoga Resources, Inc.
(hereinafter referred to as the "Company" or "Issuer").
(ii) Address of the Principal Executive Offices of Issuer:
87 Grandview Avenue, Waterbury, CT 06708.
(iii) Title of Class of Equity Securities to which this Statement
relates: Common Stock, $.001 par value (the "Common Stock").
Item 2. Identity and Background.
(a)-(c) This statement is being filed on behalf of Marlin Capital,
L.P., Marlin Holdings, Inc., Martin E. Franklin, and
Ian G. H. Ashken (collectively, the "Reporting Persons").
Marlin Capital L.P. is a private investment limited
partnership which was formed under the laws of the State of
Delaware. Marlin Holdings, Inc. is a Delaware corporation and
its principal business is to serve as the general partner of
Marlin Capital, L.P. Martin E. Franklin's ("Franklin")
principal employment is as Chairman and Chief Executive
Officer of Marlin Holdings, Inc. Ian G. H. Ashken's ("Ashken")
principal employment is as Vice Chairman of Marlin Holdings,
Inc.. The business address and principal office of all
Reporting Persons is 555 Theodore Fremd Avenue, Rye, New York
10580.
(d)(e) During the last five years, none of the Reporting Persons (i)
have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been 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 judgment, 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.
(f) Franklin and Ashken are citizens of the United Kingdom.
Marlin Capital, L.P. is a limited partnership organized under
the laws of Delaware. Marlin Holdings, Inc. is
a corporation incorporated under the laws of Delaware.
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Item 3. Source and Amount of Funds or Other Consideration.
This filing relates to 638,059 shares of the issuer's Common Stock held
by Marlin Capital, L.P. and 137,085 shares of the issuer's Common Stock
held by Mr. Thomas F. Cooke ("Cooke") which is subject to a Voting
Agreement irrevocably appointing Franklin or Ashken as Cooke's proxy to
vote on all matters submitted to shareholders of the Issuer. The Common
Stock held by Marlin Capital L.P. was issued to it in exchange for
shares of PrimeVision Health, Inc. ("Prime") common stock it owned
prior to the merger (the "Prime Merger") between the Issuer and
pursuant to the terms set forth in an Agreement and Plan of Merger,
dated as of April 12, 1999 among the Issuer, PrimeVision Shellco Merger
Corporation, Prime, OptiCare Shellco Merger Corporation and OptiCare
Eye Health Centers, Inc. ("the Merger Agreement"). In the Prime Merger
each outstanding share of common stock of Prime was converted into the
right to receive 0.3138 shares of the Common Stock of the Issuer. Prior
to the Prime Merger, Marlin Capital, L.P. held 2,033,333 shares of
common stock of Prime, as described in Item 5(c) below. The Voting
Agreement was entered into as a condition to Prime approving the
merger. No other consideration was used to acquire the Common Stock.
Item 4. Purpose of Transaction.
The Shares held by Marlin Capital, L.P. have been acquired for
investment purposes. Each Reporting Person expects to evaluate on an
ongoing basis the Company's financial condition, business operations
and prospects, the status of any business combination involving the
Company, the market price of the Shares, conditions in the securities
markets generally, general economic and industry conditions and other
factors. Each Reporting Person may at any time and from time to time
acquire additional Shares or sell such Shares. The Voting Agreement was
entered into as a condition to the merger described above. The
Reporting Persons have no plans to effect any of the transactions
required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Marlin Capital, L.P. beneficially owns 638,059 shares of
Common Stock, which constitutes approximately 7.08% of the
Company's outstanding shares of Common Stock.
Marlin Holdings, Inc. is the general partner of Marlin
Capital, L.P. and may be considered the beneficial owner of
the 638,059 shares of Common Stock held by Marlin Capital,
L.P., which represents 7.08% of the Company's outstanding
shares of Common Stock. Marlin Holding, Inc. disclaims
beneficial ownership of such shares.
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Martin E. Franklin, the Chairman, Chief Executive Officer
and principal stockholder of Marlin Holdings, Inc., may be
considered the beneficial owner of (i) the 638,059 shares of
Common Stock held by Marlin Capital, L.P., as to which
shares Franklin disclaims beneficial ownership, and (ii) the
137,085 shares of Common Stock owned by Thomas F. Cooke,
which is subject to the Voting Agreement described above.
The Shares described in this paragraph represent, in the
aggregate, 8.6% of the Issuer's outstanding Common Stock.
Ian G. H. Ashken, the Vice Chairman of Marlin Holdings, Inc.,
may be considered the beneficial owner of (i) the 638,059
shares of Common Stock held by Marlin Capital, L.P., as to
which shares Ashken disclaims beneficial ownership, and (ii)
the 137,085 shares of Common Stock owned by Thomas F. Cooke,
which is subject to the Voting Agreement described above. The
Shares described in this paragraph represent, in the
aggregate, 8.6% of the Issuer's outstanding Common Stock.
Each of the above calculations is based on outstanding Shares
information derived from pro forma projection in the Company's
Registration Statement on Form S-4 (Registration No.
333-78501) projecting the number of shares which would be
outstanding after the consummation of the merger described
above. The Company has not filed any periodic reports since
the consummation of the transactions contemplated by the
Merger Agreement.
(b) Marlin Capital, L.P. has the sole power to vote and the sole
power to dispose of the 638,059 shares of Common Stock it
beneficially owns. Marlin Holdings, Inc. as the general
partner of Marlin Capital, L.P., may be deemed to share the
power to vote and dispose of the Common Stock held by Marlin
Capital, L.P. Franklin, as the Chairman, Chief Executive
Officer and principal stockholder of Marlin Holdings, Inc.,
and Ashken as the Vice Chairman of Marlin Holdings, Inc. may
also be deemed to share the power to vote and dispose of the
Common Stock held by Marlin Capital, L.P.
Franklin and Ashken share the power to vote, but not to
dispose, the 137,085 shares of Common Stock held by Cooke. The
Voting Agreement does not prohibit or restrict Cooke's power
to transfer the shares of Common Stock held by him.
(c) As a condition to the merger described above, Prime and Cooke
entered into the Voting Agreement irrevocably appointing
Franklin or Ashken as Cooke's proxy to vote on all matters
submitted to shareholders of the Issuer.
Prior to the merger described above, Marlin Capital, L.P. held
8,000 shares of Prime preferred stock and warrants to purchase
1,333,333 shares of Prime common stock. Prior to the Prime
Merger, Marlin Capital, L.P. exchanged all the warrants and
2,000 shares of the preferred stock for 2,033,333 shares of
Prime common stock, which in turn were exchanged in the merger
for 638,059 shares of Common Stock. Additionally, prior to the
Prime Merger, Marlin Capital, L.P. exchanged 4,000 shares of
preferred stock for a promissory note (the "Note") with a
principal amount of
<PAGE>
$4,000,000 which is convertible into Common Stock at a
conversion rate which is the greater of (i) the closing market
price on the first trading day after the merger was
consummated or (ii) 90% of the average closing price of the
Common Stock in the 20 trading days prior to the conversion of
the Note into Common Stock. The Note is convertible into
Common Stock after one year from the closing of the
transactions contemplated by the Merger Agreement.
There were no other purchases or sales of the Shares by the
Reporting Persons in the past 60 days.
(d) Mr. Cooke has the right to receive and the power to direct the
receipt of dividends from and the proceeds from the sale of,
the Shares held by him. No other person is known by any
Reporting Person to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, any other Shares beneficially owned by any Reporting
Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
As described above, Franklin and Ashken have the authority to vote
shares of Common Stock held by Cooke pursuant to a Voting Agreement
entered into between Cooke and Prime and Marlin Capital, L.P. is the
holder of the Note, with a principal amount of $4,000,000, which is
convertible into shares of the Issuer's Common Stock after one year.
In connection with the closing of the Merger Agreement each of Franklin
and Ashken were appointed to serve on the Board of Directors of the
Issuer.
In connection with the closing of the Merger Agreement, Marlin Capital,
L.P. entered into a lock-up agreement with the Company in which it
agreed not to sell its shares of Common Stock for a period of 180 days
following the closing of the mergers.
In addition, each of Franklin and Ashken entered into a lock-up
agreement with the Company in which they (i) agreed not to sell any
shares of Common Stock they may own directly for a period of 180 days
following the closing of the mergers and (ii) agreed to give the
Company a right of first refusal to purchase any shares of Common Stock
owned directly by each of them that they wish to sell.
Item 7. Material to Be Filed as Exhibits
A copy of the Voting Agreement between Thomas F. Cooke and PrimeVision
Health, Inc. is filed as Exhibit 1.
<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.
Date: August 23, 1999 MARLIN CAPITAL, L.P.
By: Marlin Holdings, Inc.
As General Partner
By: /s/ Ian G.H. Ashken
-------------------------
Name: Ian G.H. Ashken
Title: Vice Chairman
MARLIN HOLDINGS, INC.
By: /s/ Ian G.H. Ashken
-------------------------
Name: Ian G.H. Ashken
Title: Vice Chairman
/s/ Martin E. Franklin
----------------------------
Martin E. Franklin
/s/ Ian G. H. Ashken
----------------------------
Ian G. H. Ashken
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT, dated as of July 14, 1999 (the "Agreement"), between
PrimeVision Health, Inc., a Delaware corporation ("Prime"), and Thomas F. Cooke
(the "Stockholder").
WHEREAS, Prime has entered into an Agreement and Plan of Merger, dated
as of April 12, 1999(the "Merger Agreement"; capitalized terms not otherwise
defined herein shall have their respective meanings as set forth in the Merger
Agreement), by and among Saratoga Resources, Inc., a Delaware corporation (the
"Company"), OptiCare Shellco Merger Corporation, PrimeVision Shellco Merger
Corporation, OptiCare Eye Health Centers, Inc. and PrimeVision Health, Inc.,
which provides, among other things, upon the terms and subject to the conditions
thereof, for the mergers of each of PrimeVision Health, Inc. and OptiCare Eye
Health Centers, Inc. with wholly owned subsidiaries of Saratoga Resources, Inc.;
and
WHEREAS, as the date hereof, the Stockholder beneficially (as defined
in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
owns 2,111,274 shares of Company Common Stock (excluding 109,148 shares held by
June Cooke which are not subject to the terms of this Agreement) (the "Shares");
and
WHEREAS, as a condition to the Merger Agreement, the Stockholder has
agreed to enter into this Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE 1.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Prime as follows:
SECTION 1.1 Authority Relative to This Agreement. He has all necessary
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Stockholder, constitutes a legal, valid and binding obligation of Stockholder,
enforceable against him in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
<PAGE>
SECTION 1.2 Title to the Shares. As of the date hereof, the Stockholder
is the beneficial owner of all of the Shares.
ARTICLE 2.
PROXY OF THE STOCKHOLDER
SECTION 2.1 Proxy. Commencing upon the Effective Time (as defined in
the Merger Agreement), the Stockholder hereby irrevocably appoints Martin E.
Franklin or Ian Ashken until the Termination Date (as hereinafter defined), as
his attorney and proxy pursuant to the provisions of Section 212 of the General
Corporation Law of the State of Delaware, with full power of substitution, on
all matters to vote in such manner as Martin E. Franklin or Ian Ashken or his
substitute shall, in its sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to the Shares now owned by such
Stockholder, which the Stockholder is entitled to vote at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is irrevocable and coupled with an
interest. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to his Shares which it may have heretofore appointed or
granted, and, no subsequent proxy or power of attorney shall be given or written
consent executed and if given or executed shall not be effective) by the
Stockholder with respect thereto.
ARTICLE 3.
MISCELLANEOUS
SECTION 3.1 No Transfer Restrictions. Prime hereby agrees and
understands that (i) this Agreement does not in any manner restrict or prohibit
the Stockholder's transfer of the Shares, (ii) this Agreement and the proxy
granted hereunder shall only effect any Shares now beneficially owned by the
Stockholder and for only so long as such Shares are beneficially owned by the
Stockholder, and (ii) that the Proxy and other rights granted hereunder will
lapse with respect to any Shares transferred upon transfer of such Shares.
SECTION 3.2 Further Assurances. The parties will execute and deliver
all such further documents and instruments and take all such further action as
may be necessary in order to consummate the transactions contemplated hereby.
SECTION 3.3 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed
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<PAGE>
in accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or in equity.
SECTION 3.4 Entire Agreement. This Agreement constitutes the entire
agreement between Prime and the Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Prime and the Stockholder with respect to the subject matter
hereof.
SECTION 3.5 Amendment; Waiver. This Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
SECTION 3.6 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telecopy, telegram or telex or by registered or certified mail (postage prepaid,
return receipt requested) to the respect parties at the following addresses (or
at such other address for a party as shall be specified in a notice given in
accordance with this Section 4.07):
if to Prime:
PRIMEVISION HEALTH, INC.
First Union Capital Center
150 Fayetteville Street Mall, Suite 1000
Raleigh, NC 27601
Attention: Gregg Luchs
if to the Stockholder:
Thomas F. Cooke
---------------
---------------
---------------
SECTION 3.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.
SECTION 3.8 Termination. This Agreement and the proxy granted hereunder
shall terminate on one year from the date hereof (the "Termination Date"). In
the event of the termination of this Agreement, this Agreement shall forthwith
become void and there shall be no liability on the part of Prime or each of the
Stockholder under this Agreement.
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<PAGE>
SECTION 3.9 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Prime has caused this Agreement to be executed by
its officer thereunto duly authorized and the Stockholder has duly executed this
Agreement, each as of the date first written above.
PRIMEVISION HEALTH, INC.
By:/s/ Gregg Luchs
---------------------------
Name: Gregg Luchs
Title: Acting Chief Financial Officer
and Treasurer
By:/s/ Thomas F. Cooke
---------------------------
Thomas F. Cooke
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