MESTEK INC
SC 13D/A, EX-99.1, 2000-06-14
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                                     WARRANT

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE  SECURITIES LAWS AND, UNLESS SO REGISTERED,  MAY NOT BE
OFFERED OR SOLD EXCEPT  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT
SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.

                                           Warrant to purchase 490,396 shares of
                                                     the $0.001 par value common
                                         stock of Simione Central Holdings, Inc.
                                                         (subject to adjustment)


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                         SIMIONE CENTRAL HOLDINGS, INC.

         This  certifies  that,  for  value  received,   Mestek,  Inc.,  or  its
successors  or assigns (the  "Holder"),  is  entitled,  subject to the terms set
forth below, to purchase from Simione Central Holdings,  Inc. (the "Company") up
to 490,396  shares of the $0.001 par value common stock of the Company  ("Common
Stock"),  as the  Company  is  constituted  on the 12th day of June,  2000  (the
"Warrant Issue Date"),  upon surrender of this  certificate at 6600 Powers Ferry
Road,  Atlanta  Georgia,  or such other place as the Company  may  designate  in
writing to the Holder, and the simultaneous  payment therefor in lawful money of
the United States of America of the Exercise Price (as hereinafter defined). The
number, character and Exercise Price of such shares are subject to adjustment as
provided  herein.   The  term  "Warrant"  as  used  herein  shall  include  this
certificate,  the securities  represented by this  certificate  and any warrants
delivered in substitution or exchange for this certificate as provided herein.

         This Warrant is issued in connection  with  Holder's  waiver of certain
voting  rights  previously  granted to it in  connection  with the  issuance  of
5,600,000  shares of the  Company's  Series B  Preferred  Stock to the Holder on
March 7, 2000.

1.       Term  of  Warrant.  Subject  to the  terms  and  conditions  set  forth
         herein,  this  Warrant  shall  be exercisable,  in whole or in  part,
         during  the  period  of time  (the "Exercise  Period")  commencing on
         the Warrant Issue Date and ending at 5:00 p.m. on the third anniversary
         of the Warrant Issue Date, and shall be void thereafter.

<PAGE>


2.       Exercise  Price.  The price at which the Holder may exercise this
         Warrant (the "Exercise  Price") shall be $3.21 per share, subject,
         however, to adjustments as provided in Section 9 hereof.

3.       Vesting of Warrant. Effective as of the Warrant Issue Date, the Warrant
         shall be fully  vested and  exercisable,  and the Holder shall have the
         fully vested right to purchase  490,396 shares of Common Stock pursuant
         to the terms and conditions of this Warrant.

4.       Exercise of the Warrant.  The purchase  rights  represented by this
         Warrant are exercisable by the Holder, in whole or in part, at any
         time, and from time to time during the Exercise Period, by the Holder's
         surrender of this Warrant at 6600 Powers Ferry Road, Atlanta Georgia,
         or such other place as the Company may designate in writing to Holder,
         and the simultaneous payment therefor in lawful money of the United
         States of America of the Exercise Price in immediately available funds.
         This Warrant shall be deemed exercised on the date immediately prior
         thereto, and the Holder shall be entitled to receive the shares of
         Common Stock and be treated for all purposes as the holder of record of
         such shares as of the close of business on such date. As promptly as
         practicable, but in no event later than 10 business days thereafter,
         the Company shall issue and deliver, at its sole cost and expense, to
         the person or persons entitled to receive the same a certificate or
         certificates for the number of shares issuable upon such exercise.
         In the event that this Warrant is exercised in part, the Company, at
         its sole cost and expense, shall execute and deliver a new warrant of
         like tenor as this Warrant, exercisable for the remaining number of
         shares for which this Warrant may then be exercised, and shall cancel
         this Warrant only upon issuance of such new warrant. No fractional
         shares or scrip representing fractional shares shall be issued upon the
         exercise of this Warrant, and in lieu thereof, the Company shall make a
         cash payment to the Holder equal to the Exercise  Price  multiplied  by
         such fraction.

5.       Rights as a  Stockholder.  The Holder  shall not be  entitled  to vote,
         receive  dividends or be deemed to be the owner of record of the shares
         of Common  Stock to which  this  Warrant  relates  unless and until the
         Holder  exercises  this  Warrant,  and then the Holder shall enjoy such
         rights only to the extent of such exercise.

6.       Transfer of Warrant.

         (a)      Warrant  Register.  The Company will maintain a register (the
                  "Warrant Register")  maintaining  the names
                  and  addresses  of the Holder or  Holders.  Any Holder of this
                  Warrant or any portion thereof may change its address as shown
                  on the  Warrant  Register  by  written  notice to the  Company
                  requesting  such change.  Any notice or written  communication
                  required  or  permitted  to be  given  to  the  Holder  may be
                  delivered  or  given  by mail to such  Holder  as shown on the
                  Warrant  Register  and at the  address  shown  on the  Warrant
                  Register.  Until this  Warrant is  transferred  on the Warrant
                  Register of the  Company,  the Company may treat the Holder as

<PAGE>


                  shown on the Warrant  Register as the  absolute  owner of this
                  Warrant for all  purposes,  notwithstanding  any notice to the
                  contrary.

         (b)      Warrant  Agent.  The  Company  may,  by written  notice to the
                  Holder,  appoint an agent for the purpose of  maintaining  the
                  Warrant  Register  referred to in Section 6(a) above,  issuing
                  the Common Stock or other  securities  then  issuable upon the
                  exercise of this Warrant,  exchanging this Warrant,  replacing
                  this Warrant, or any or all of the foregoing.  Thereafter, any
                  such registration,  issuance, exchange, or replacement, as the
                  case may be, shall be made at the office of such agent.

         (c)      Transferability of Warrant.This Warrant may not be transferred
                  or assigned (i) except in its entirety (other than transfers
                  to subsidiaries or affiliates of Mestek,
                  Inc.) and (ii) without  compliance with all applicable federal
                  and state securities laws by the transferor and the transferee
                  (including  delivery  of  investment   representation  letters
                  reasonably  satisfactory to the Company, if such are requested
                  by the Company), and then only against receipt of an agreement
                  of the  transferee  to  comply  with  the  provisions  of this
                  Section 6(c) with  respect to any resale or other  disposition
                  of this Warrant and the  provisions of Section 10 with respect
                  to registration rights.

         (d)      Exchange of Warrant  upon a  Transfer.  On  surrender  of this
                  Warrant for  exchange,  properly  endorsed  and subject to the
                  provisions of this Warrant with respect to compliance with the
                  Act and with the  limitations  on  assignments  and  transfers
                  contained in this Section 6, the Company at its expense  shall
                  issue  to or on the  order  of the  Holder  a new  Warrant  or
                  Warrants  of like  tenor,  in the name of the Holder or as the
                  Holder (on  payment by the Holder of any  applicable  transfer
                  taxes)  may  direct,  for the number of shares  issuable  upon
                  exercise hereof.

         (e)      Compliance with Securities Laws.

                  (i)     The Holder of this  Warrant,  by  acceptance  hereof,
                          acknowledges  that this  Warrant  and the shares of
                          Common  Stock to be issued  upon  exercise  hereof
                          are being  acquired  solely  for the
                          Holder's own account and not as a nominee for any
                          other party,  and for investment,  and
                          that the  Holder  will not  offer,  sell or  otherwise
                          dispose  of this  Warrant or any
                          shares  of  the  Common  Stock  to  be  issued  upon
                          exercise   hereof   except  under
                          circumstances  that will not result in a violation of
                          the  Securities Act of 1933 or any
                          state securities laws.  Upon exercise of this Warrant,
                          the Holder shall, if requested
                          by the Company,  confirm in writing,  in a form
                          satisfactory  to the Company,  that the
                          shares of Common Stock so purchased are being acquired
                          solely for the  Holder's own
                          account and not as a nominee for any other party,  for
                          investment,  and not with a view
                          toward distribution or resale.

<PAGE>


                  (ii)    This  Warrant and all shares of Common  Stock  issued
                          upon exercise  hereof or conversion  thereof shall be
                          stamped or imprinted  with a legend in  substantially
                          the  following   form  (in  addition  to  any  legend
                          required by state securities laws):

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES  ACT OF 1933 OR ANY STATE  SECURITIES  LAWS  AND,  UNLESS SO
         REGISTERED,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION
         FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
         OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

7.       Reservation  of Stock.  The Company  covenants that during the Exercise
         Period,  the Company will reserve
         from its  authorized  and unissued  shares of Common Stock a sufficient
         number of shares to provide for the  issuance of Common  Stock upon the
         exercise of the  Warrant  and,  from time to time,  will take all steps
         necessary to amend its certificate of incorporation (the "Certificate")
         to  provide  sufficient  authorized  reserved  shares of  Common  Stock
         issuable upon exercise of the Warrant.  The Company  further  covenants
         that  all  shares  that  may be  issued  upon  exercise  of the  rights
         represented by this Warrant and payment of the Exercise  Price,  all as
         set forth  herein,  will be free from all taxes,  liens and  charges in
         respect  of the  issue  hereof  (other  than  taxes in  respect  of any
         transfer occurring  contemporaneously  or otherwise  specified herein).
         The Company  agrees that its issuance of this Warrant shall  constitute
         full  authority  to its  officers  who are  charged  with  the  duty of
         executing  stock  certificates  to  execute  and  issue  the  necessary
         certificates  for  shares of Common  Stock  upon the  exercise  of this
         Warrant.

8.       Merger,  Sale of Assets and other Fundamental  Corporate Changes. If at
         any time  during the  Exercise  Period  there shall be a sale of all or
         substantially all of the Company assets, or a merger,  consolidation or
         reorganization of the Company in which the Company is not the surviving
         entity,  or other  transaction  in which the shares of the  Company are
         converted into shares of another entity,  the Company shall provide the
         Holder with written notice thereof not less than 30 calendar days prior
         to the  consummation  of such event and an opportunity to exercise this
         Warrant prior to the consummation of such event.

9.       Adjustments  to Exercise  Price for Certain  Diluting Issuances, Splits
         and  Combinations.  The Exercise Price shall be subject to adjustment
         from time to time as follows:

         (a)     Special Definitions.  For purposes of this Section 9, the
                 following definitions apply:

<PAGE>


                 (i)       "Options" shall mean rights,  options, or warrants to
                           subscribe for,  purchase or otherwise  acquire either
                           Common  Stock  or  Convertible   Securities  (defined
                           below).

                 (ii)      "Convertible  Securities" shall mean any evidences of
                           indebtedness,  shares  (other than  Common  Stock) or
                           other securities convertible into or exchangeable for
                           Common Stock.

                 (iii)     "Additional  Stock"  shall  mean all shares of Common
                           Stock issued by the Company  after the Warrant  Issue
                           Date,   and  all  shares  of  Common  Stock  issuable
                           pursuant to Options and Convertible Securities issued
                           by the Company  after the Warrant  Issue Date,  other
                           than:

                           (A)      up to  606,904  shares of Common  Stock that
                                    may  be   issuable   to   former   preferred
                                    shareholders  and noteholders of CareCentric
                                    Solutions,  Inc. ("CareCentric") pursuant to
                                    the terms of that certain Agreement and Plan
                                    of Merger  dated as of July 12,  1999 by and
                                    among  the  Company,   Simione   Acquisition
                                    Corporation and CareCentric; and

                           (B)      shares of Common Stock for which  adjustment
                                    of the  Exercise  Price is made  pursuant to
                                    Section 9(d) or 9(e) below.

         (b)      Adjustments.  If the Company  shall  issue,  after the Warrant
                  Issue Date, any Additional Stock without  consideration or for
                  a  consideration  per share  less than the  Exercise  Price in
                  effect  immediately  prior to the issuance of such  Additional
                  Stock, the Exercise Price in effect  immediately prior to each
                  such issuance shall forthwith be adjusted  downward to a price
                  equal to the price paid per share for such Additional Stock.

         (c)      Determination  of  Consideration.  For  purposes  of this
                  Section 9, the  consideration  received  by the
                  Company  for the  issuance  of any  Additional  Stock shall be
                  computed as follows:

                  (i)      Cash and Property.  Such consideration shall:

                           (A)      insofar as it consists of cash,  be computed
                                    at the aggregate  amount of cash received by
                                    the  Company   excluding   amounts  paid  or
                                    payable  for  accrued  interest  or  accrued
                                    dividends;

                           (B)      insofar as it  consists  of  property  other
                                    than  cash,  be  computed  at the fair value
                                    thereof  at  the  time  of  such  issue,  as
                                    determined  in good  faith by the  Company's
                                    Board of Directors; and

<PAGE>


                           (C)      in the  event  Additional  Stock  is  issued
                                    together  with other shares or securities or
                                    other    assets   of   the    Company    for
                                    consideration  which  covers  both,  be  the
                                    proportion   of   such    consideration   so
                                    received,  computed  as  provided in clauses
                                    (A) and (B)  above,  as  determined  in good
                                    faith by the Company's Board of Directors.

                  (ii)     Options and Convertible Securities. The consideration
                           per share  received  by the  Company  for  Additional
                           Stock  deemed to have been  issued  pursuant  to this
                           Section  9  relating  to  Options   and   Convertible
                           Securities shall be determined by dividing:

                           (A)      the  total  amount,   if  any,   received or
                                    receivable  by  the  Company  as
                                    consideration for the issuance of such
                                    Options or Convertible Securities,  plus
                                    the minimum  aggregate amount of additional
                                    consideration (as set forth in the
                                    instruments  relating  thereto,  without
                                    regard  to  any  provision  contained
                                    therein designed to protect against
                                    dilution)  payable to the Company upon the
                                    exercise of such  Options or the  conversion
                                    or  exchange of such  Convertible
                                    Securities,  or in the case of Options  for
                                    Convertible  Securities,  upon the
                                    exercise of such  Options for  Convertible
                                    Securities  and the  conversion  or
                                    exchange of such Convertible Securities, by

                           (B)      the maximum number of shares of Common Stock
                                    (as set  forth in the  instruments  relating
                                    thereto,  without  regard  to any  provision
                                    contained   therein   designed   to  protect
                                    against dilution) issuable upon the exercise
                                    of such Options or conversion or exchange of
                                    such Convertible Securities,  or in the case
                                    of Options for Convertible Securities,  upon
                                    the exercise of such Options for Convertible
                                    Securities and the conversion or exchange of
                                    such Convertible Securities.

         (d)      Adjustments to Exercise Price for Stock  Dividends and for
                  Combinations  or Subdivisions of Common Stock.
                  In the event that the Company at any time or from time to time
                  after the Warrant Issue Date shall declare or pay any dividend
                  on the Common Stock payable in Common Stock or in any right to
                  acquire Common Stock for no  consideration,  or shall effect a
                  subdivision of the  outstanding  shares of Common Stock into a
                  greater  number of shares  of  Common  Stock (by stock  split,
                  reclassification   or   otherwise),   or  in  the   event  the
                  outstanding  shares  of  Common  Stock  shall be  combined  or
                  consolidated,  by reclassification or otherwise, into a lesser
                  number of shares of Common Stock,  then the Exercise  Price in
                  effect  immediately  prior to such event  shall,  concurrently
                  with  the  effectiveness  of such  event,  be  proportionately
                  decreased or increased, as appropriate.  In the event that the
                  Company  shall declare or pay any dividend on the Common Stock

<PAGE>


                  payable  in  any  right  to  acquire   Common   Stock  for  no
                  consideration, then the Company shall be deemed to have made a
                  dividend  payable in Common Stock in an amount of shares equal
                  to the maximum number of shares issuable upon exercise of such
                  rights to acquire Common Stock.

         (e)      Adjustments for  Reclassification  and Reorganization.  If the
                  Common Stock shall be changed into the same
                  or a different  number of shares of any other class or classes
                  of stock, whether by capital reorganization,  reclassification
                  or  otherwise  (other than a  subdivision  or  combination  of
                  shares  provided  for in Section  9(d)  above) the  applicable
                  Exercise  Price then in effect  shall,  concurrently  with the
                  effectiveness of such reorganization or  reclassification,  be
                  proportionately  adjusted  so that the shares of Common  Stock
                  issued upon exercise hereof shall be convertible into, in lieu
                  of the number of shares of Common Stock which the Holder would
                  otherwise have been entitled to receive, a number of shares of
                  such other class or classes of stock  equivalent to the number
                  of shares of Common  Stock  that  would  have been  subject to
                  receipt by the Holder upon  conversion of shares of the Common
                  Stock immediately before that change.

10.      Registration Rights.  The Company covenants and agrees that Holder
         shall have registration rights with respect to this Warrant as follows:

         10.1     Definitions.  For purposes of this Section 10:

         (a)      The term "Form S-3" means such form under the  Securities  Act
                  of 1933, as amended  ("Securities  Act"),  as in effect on the
                  date hereof or any registration  form under the Securities Act
                  subsequently  adopted by the SEC which  permits  inclusion  or
                  incorporation of substantial information by reference to other
                  documents filed by the Company with the SEC.

         (b)      The term "Form S-4" means such form under the  Securities  Act
                  as in effect on the date hereof or any registration form under
                  the  Securities  Act  subsequently  adopted  by  the  SEC  for
                  corporate  combinations  and  exchange  offers  which  permits
                  inclusion  or  incorporation  of  substantial  information  by
                  reference  to other  documents  filed by the Company  with the
                  SEC.

         (c)      The term "Holder" means Holder or any permitted transferee or
                  assignee thereof.

         (d)      The  term  "Person"  means an  individual,  a  corporation,  a
                  limited liability  company, a partnership,  an association,  a
                  trust  or  any  other   entity   organization,   including   a
                  governmental entity.

         (e)      The terms "register",  "registered",  and "registration" refer
                  to  a   registration   effected  by  preparing  and  filing  a

<PAGE>

                  registration  statement or similar document in compliance with
                  the  Securities  Act,  and  the  declaration  or  ordering  of
                  effectiveness of such registration statement or document.

         (f)      The term  "Registrable  Shares" means (i) the Company's Common
                  Stock  issuable or issued upon exercise of this  Warrant,  and
                  (ii) any Common Stock or other  securities  issued or issuable
                  in respect of shares  referenced in (i) above,  upon any stock
                  split,  stock  dividend,  recapitalization,  or similar event;
                  excluding in all cases,  however,  any Registrable Shares sold
                  by a Person in a  transaction  in which such  Person's  rights
                  under this Section 10 are not assigned.

         (g)      The term "SEC" means the Securities and Exchange Commission.
                   ---

         (h)      The term "Subsidiary"  means, with respect to any Person,  any
                  corporation,  limited  liability  company,  or  partnership of
                  which  such  Person  owns,  either  directly  or  through  its
                  subsidiaries  or affiliates,  more than fifty percent (50%) of
                  (i) the total  combined  voting power of all classes of voting
                  securities in the case of a corporation or (ii) the capital or
                  profit interests therein in the case of a partnership.

         10.2 Request for Registration.  Upon request of the Holder, the Company
will use its best  efforts  to file  within 45 days of a request  from  Holder a
registration  statement  with the SEC  (utilizing  Form S-3 or a successor  form
thereto and Rule 415 to the extent available) to register  Registrable Shares as
requested  by the Holder.  The  Company  shall not be required to file more than
three such registration  statements (excluding any registration  statement which
is delayed  pursuant to Section  10.4(e)  below and through  which the Holder is
unable to register  eighty  percent  (80%) or more of the amount of  Registrable
Shares  that  Holder  originally  requested  to  register  in such  registration
statement),  and no such  filing  shall be made  prior to the date  which is six
months after the Warrant Issue Date.

         10.3  Company  Registration.  If the  Company at any time  proposes  to
register an offering of its securities  under the Securities Act, either for its
own  account  or for the  account of or at the  request  of one or more  Persons
holding securities of the Company, the Company will:

         (a)      give written notice thereof to the Holder (which shall include
                  a list of the  jurisdictions  in which the Company  intends to
                  attempt to qualify such  securities  under the applicable blue
                  sky or other  state  securities  laws)  within  10 days of its
                  receipt  of  a  request  from  one  or  more  Persons  holding
                  securities of the Company to register securities,  or from its
                  decision to effect a  registration  of securities  for its own
                  account, whichever first occurs; and

         (b)      use its best  efforts to include in such  registration  and in
                  any underwriting  involved therein, all the Registrable Shares
                  specified  in a written  request by the Holder  made within 30
                  days after  receipt of such  written  notice from the Company,

<PAGE>

                  except as set forth in Section  10.4(e)  below and  subject to
                  the currently  existing piggyback rights referenced in Section
                  10.10.

         10.4  Obligations  of the  Company.  If and  whenever  pursuant  to the
provisions of this Section 10 the Company  effects  registration  of Registrable
Shares under the Securities Act and state securities laws, the Company shall:

         (a)      Prepare and file with the SEC a  registration  statement  with
                  respect to such  securities  and use its best efforts to cause
                  such registration statement to become and remain effective for
                  a period not to exceed two years  after the filing  (but which
                  period shall be extended by the duration of any delay  periods
                  under clause (e) below);

         (b)      Use its best  efforts  to  register or qualify the securities
                  covered  by such  registration
                  statement  under  the  securities  or blue sky laws of such
                  jurisdictions  as the  Holder  shall
                  reasonably  request, and do any and all other acts and things
                  which  may be  necessary  or
                  advisable (in the reasonable opinion of Holder) to enable
                  Holder to consummate  the  disposition
                  thereof;  provided,  however,  that in no event shall the
                  Company be  obligated  to qualify to do
                  business in any  jurisdiction where it is not now so qualified
                  or to take any action which would
                  subject it to the service of process in suits other than those
                  arising out of the offer or sale
                  of the securities  covered by such registration  statement in
                  any  jurisdictions  where it is not
                  now so subject;

         (c)      As promptly as practicable  prepare and file with the SEC such
                  amendments and supplements to any  registration  statement and
                  prospectus  used  pursuant  to  or  in  connection  with  this
                  Agreement  as may  be  necessary  to  keep  such  registration
                  statement  effective and to comply with the  provisions of the
                  Securities  Act  with  respect  to  the   disposition  of  all
                  securities  covered by such registration  statement until such
                  time  as all of  such  securities  have  been  disposed  of in
                  accordance  with the intended  methods of  disposition  by the
                  seller  or  sellers  thereof  set  forth in such  registration
                  statement  or for  such  shorter  period  as  may be  required
                  herein; and

         (d)      Furnish  to  Holder  such  number of  conformed  copies of its
                  registration   statement  and  of  each  such   amendment  and
                  supplement thereto (in each case including all exhibits,  such
                  number  of  copies  of  the   prospectus   comprised  in  such
                  registration  statement (including each preliminary prospectus
                  and  any  summary   prospectus),   in   conformity   with  the
                  requirements  of the  Securities  Act), and such other related
                  documents  as  Holder  may  reasonably  request  in  order  to
                  facilitate  the  disposition of the  Registrable  Shares to be
                  registered.

         (e)      Anything in this Agreement to the contrary notwithstanding:

<PAGE>

                  (i)     The  Company  may defer the filing  ("Filing")  of any
                          registration  statement  or  suspend  the use of a
                          prospectus under a currently  effective  registration
                          statement  under this Agreement at its discretion for
                          "Good  Cause."  "Good  Cause" means either if (1) the
                          Company  is  engaged  in  active   negotiations  with
                          respect  to  the   acquisition   of  a   "significant
                          subsidiary" as defined in Regulation S-X  promulgated
                          by the SEC under the Securities Exchange Act of 1934,
                          as amended  ("Exchange  Act") and the  Securities Act
                          which would
                          in the opinion of counsel for the Company be required
                          to be disclosed in the Filing;  or (2) in the opinion
                          of counsel for the Company,  the Filing would require
                          the   inclusion   therein  of   certified   financial
                          statements   other  than  those  in  respect  of  the
                          Company's  most  recently  ended full fiscal year and
                          any preceding  full fiscal year,  and the Company may
                          then,  at its  option,  delay the  imposition  of its
                          registration  obligations hereof until the earlier of
                          (A)   the   conclusion   or   termination   of   such
                          negotiations,  or the  date of  availability  of such
                          certified   financial   statements,    whichever   is
                          applicable,  or (B) 60  days  from  the  date  of the
                          registration request.

                  (ii)    In the event the Company has  deferred a requested
                          Filing,  pursuant  to the  preceding  paragraph,  such
                          deferral  period  shall end if the  Company  registers
                          shares  for  resale  by  another
                          stockholder of the Company.  In the event the Company
                          undertakes  an  underwritten
                          public  offering to issue the Company  securities  for
                          cash during any period in which a
                          requested  Filing has been  deferred or if the
                          registration  of which the Company gives
                          notice under Section 10.3(a)  is for an  underwritten
                          public  offering  to issue the
                          Company securities for cash, the Company shall include
                          the  Registrable  Shares in such
                          underwritten  offering  subject to (A) the right of
                          the managing  underwriters to object
                          to including  such shares,  (B) Section  10.10,  and
                          (C) the  condition  that the Holder
                          selling  Registrable  Shares  in  such  underwritten
                          offering  shall  cooperate  in the
                          registration  process in all  material  respects,
                          including  execution by the Holder of
                          the underwriting agreement agreed to by the Company
                          and the underwriters.

                  (iii)   If the  managing  underwriter  elects  to  limit  the
                          number or amount of  securities to be included in any
                          registration referenced in the preceding paragraph or
                          in Section 10.3(a), all Persons holding securities of
                          the   Company   (including   the   Holder)  who  hold
                          registration    rights   and   who   have   requested
                          registration  (collectively,  the "Security Holders")
                          shall,
                          subject to Section 10.10 hereof,  participate  in the
                          underwritten  public offering pro rata based upon the
                          ratio of the total number or amount of  securities to
                          be offered  in the  offering  to the total  number or
                          amount of  securities  held by each  Security  Holder
                          (including  the number or amount of securities  which
                          each such  Security  Holder may then be  entitled  to

<PAGE>

                          receive  upon the  exercise of any option or warrant,
                          or the  exchange  or  conversion  of any  security or
                          loan,  held by such  Security  Holder).  If any  such
                          Security  Holder  would thus be  entitled  to include
                          more securities  than such Security Holder  requested
                          to be registered, the excess shall be allocated among
                          the  other  Security  Holders  pro  rata in a  manner
                          similar to that described in the previous sentence.

                  (iv)    The Company may amend any  registration  statement to
                          withdraw  registration  of the  Holder's  Registrable
                          Shares if Holder  fails or  refuses to  cooperate  in
                          full  and in a  timely  manner  with  all  reasonable
                          requests relating to such registration and the public
                          offering   generally   made  by  the   Company,   the
                          underwriters (if any),  their respective  counsel and
                          the Company's auditors.

         10.5  Expenses.  Without regard to whether the  registration  statement
relating to the proposed sale of the Registrable Shares is made effective or the
proposed  sale of such shares is carried out, the Company shall pay the fees and
expenses in connection with any such registration including, without limitation,
legal,  accounting  and  printing  fees and  expenses  in  connection  with such
registration statements, the registration filing and examination fees paid under
the  Securities  Act and state  securities  laws and the filing fees paid to the
National Association of Securities Dealers, Inc.  Notwithstanding the foregoing,
the Holder shall be responsible  for the payment of  underwriting  discounts and
commissions,  if any, and applicable  transfer taxes relating to the Registrable
Shares  sold by Holder and for the fees and  charges of any  attorneys  or other
advisers retained by Holder.

         10.6     Indemnification.  In the event any  Registrable  Shares are
                  included in a registration  statement under this Section 10:

         (a)      To  the  extent   permitted  by  law,  with  respect  to  each
                  registration,  qualification,  or  compliance  that  has  been
                  effected pursuant to this Warrant,  the Company will indemnify
                  and hold harmless  Holder,  his legal counsel and  accountants
                  (each a "Representative"), and any underwriter (as defined in
                  the Securities  Act) for Holder and any controlling
                  Person  of  such  underwriter  against  any  losses,   claims,
                  damages,  or liabilities  (joint or several) to which they may
                  become subject under the  Securities  Act, the Exchange Act or
                  other federal or state law, insofar as such expenses,  losses,
                  claims,   damages,  or  liabilities  (or  actions  in  respect
                  thereof)  arise out of or are based upon any of the  following
                  statements,    omissions   or   violations   (collectively   a
                  "Violation"):  (i) any  untrue  statement  or  alleged  untrue
                  statement of a material fact
                  contained  in  such  registration  statement,   including  any
                  preliminary  prospectus or final prospectus contained therein,
                  offering  circular  or other  document  or any  amendments  or
                  supplements thereto,  (ii) the omission or alleged omission to
                  state therein a material  fact required or allegedly  required
                  to be stated  therein,  or  necessary  to make the  statements

<PAGE>

                  therein  not  misleading,  or (iii) any  violation  or alleged
                  violation by the Company of the  Securities  Act, the Exchange
                  Act, any other federal or state  securities law or any rule or
                  regulation  promulgated under the Securities Act, the Exchange
                  Act or any other  federal  or state  securities  law;  and the
                  Company will pay Holder, Holder's Representative,  underwriter
                  and any controlling  Person of such underwriter or controlling
                  Person any legal or other expenses reasonably incurred by such
                  Person in connection with  investigating or defending any such
                  loss, claim, damage, liability, or action; provided,  however,
                  that the  indemnity  agreement  contained  in this  subsection
                  shall  not apply to  amounts  paid in  settlement  of any such
                  loss, claim, damage,  liability,  or action if such settlement
                  is effected  without the consent of the Company (which consent
                  shall not be unreasonably withheld),  nor shall the Company be
                  liable  in any such  case for any such  loss,  claim,  damage,
                  liability, or action to the extent that it arises out of or is
                  based upon a Violation  that  occurs in  reliance  upon and in
                  conformity with written  information  furnished  expressly for
                  use in connection with such registration by Holder.

         (b)      To the extent  permitted by law,  Holder will  indemnify and
                  hold  harmless the Company,  each of
                  the  Company's  directors,  each of the  Company's  officers
                  who  has  signed  the  registration
                  statement,  each Person,  if any, who controls the Company
                  within the meaning of the  Securities
                  Act,  any  underwriter,  any  other  Security  Holder  selling
                  securities  in such  registration
                  statement and any controlling  Person of any such underwriter
                  or other Security  Holder,  against
                  any losses, claims, damages, or liabilities (joint or several)
                   to which any of the foregoing
                  Persons may become  subject,  under the  Securities  Act, the
                  Exchange  Act or other  federal or
                  state law,  insofar as such  losses,  claims,  damages,  or
                  liabilities  (or  actions in respect
                  thereto)  arise out of or are based upon any  Violation,  in
                  each case to the extent (and only to
                  the  extent)  that  such  Violation  occurs  in  reliance
                  upon and in  conformity  with  written
                  information  furnished by the Holder expressly for use in
                  connection with such registration;  and
                  the Holder will pay any legal or other  expenses  reasonably
                  incurred by any Person  intended to
                  be indemnified  pursuant to this  subsection,  in connection
                  with  investigating or defending any
                  such loss, claim, damage,  liability, or action; provided,
                  however, that the indemnity agreement
                  contained  in this  subsection  shall not apply to amounts
                  paid in  settlement  of any such loss,
                  claim,  damage,  liability or action if such  settlement
                  is effected  without the consent of the
                  Holder, which consent shall not be unreasonably withheld;
                  provided,  that, in no event shall any
                  indemnity  under  this  subsection exceed  the  net  proceeds
                  after  unreimbursed  expenses  and
                  commissions from the offering received by Holder.

         (c)      Promptly after receipt by an indemnified  party under this
                  Section of notice of the  commencement
                  of any action  (including any governmental  action),  such
                  indemnified  party will, if a claim in
                  respect thereof is to be made against any indemnifying  party
                  under this Section,  deliver to the
                  indemnifying  party a written  notice of the  commencement

<PAGE>

                  thereof  and the  indemnifying  party
                  shall have the right to  participate  in, and, to the extent
                  the  indemnifying  party so desires,
                  jointly  with any other indemnifying party similarly  noticed,
                  to assume the  defense of such
                  action,  with  counsel  mutually  satisfactory  to  the
                  parties;  provided,   however,  that  an
                  indemnified party (together with all other indemnified parties
                  that may be represented  without
                  conflict by one counsel) shall have the right to retain one
                  separate  counsel,  with the fees and
                  expenses to be paid by the indemnifying  party, if
                  representation  of such indemnified  party by
                  the  counsel  retained  by the  indemnifying  party  would  be
                  inappropriate  due to  actual  or
                  potential  differing  interests between such indemnified party
                  and any other party represented by
                  such  counsel in such  proceeding.  The  failure to deliver
                  written  notice to the  indemnifying
                  party within a reasonable  time of the  commencement  of any
                  such action,  if  prejudicial to its
                  ability to defend such action, shall relieve such indemnifying
                  party of its  liability to the
                  indemnified  party under this  Section 10.6 only to the exten
                  that the  indemnifying  party has
                  been injured by the delay.  The omission so to deliver written
                  notice to the  indemnifying  party
                  will not relieve it of any liability  that it may have to any
                  indemnified  party  otherwise than
                  under this Section.

         (d)      If  the  indemnification  provided  for  in  this  Section  is
                  held  by  a  court  of  competent
                  jurisdiction  to be  unavailable  to an  indemnified  party
                  with respect to any loss,  liability,
                  claim,  damage,  or  expense  referred  to  therein,  then the
                  indemnifying  party,  in lieu of
                  indemnifying  such indemnified  party  hereunder,  shall
                  contribute to the amount paid or payable
                  by such indemnified party as a result of such loss, liability,
                  claim,  damage,  or expense in
                  such  proportion as is  appropriate to reflect the relative
                  fault of the  indemnifying  party on
                  the one hand and of the  indemnified  party on the other in
                  connection  with the  statements  or
                  omissions that resulted in such loss, liability, claim,
                  damage, or expense as well as any other
                  relevant  equitable  considerations.  The  relative  fault of
                  the  indemnifying  party and of the
                  indemnified  party shall be determined  by reference to, among
                  other things,  whether the untrue
                  or alleged untrue statement of a material fact or the omission
                  to state a material fact relates
                  to information  supplied by the indemnifying  party or by the
                  indemnified  party and the parties'
                  relative  intent,  knowledge,  access to information,  and
                  opportunity to correct or prevent such
                  statement or omission.

         (e)      No  indemnifying  party,  in  defense  of any  such  claim  or
                  litigation, shall, except with the consent of each indemnified
                  party,  consent  to entry of any  judgment  or enter  into any
                  settlement  which does not  include as an  unconditional  term
                  thereof  the  giving  by the  claimant  or  plaintiff  to such
                  indemnifying  party of a release from all liability in respect
                  to such claim or litigation.

         (f)      To the  extent  that the  provisions  on  indemnification  and
                  contribution  contained in the underwriting  agreement entered

<PAGE>

                  into in connection with any  underwritten  public offering are
                  in conflict with the foregoing  provisions,  the provisions in
                  this Warrant shall control.

         (g)      The  obligations  of the  Company  and the  Holder  under this
                  Section 10.6 shall  survive the  completion of any offering of
                  Registrable  Shares in a  registration  statement  under  this
                  Section 10.6, and otherwise.

         10.7 Information by the Holder. The Holder shall furnish to the Company
such information  regarding the Holder and the  distribution  proposed by him as
the  Company  may  reasonably  request in  writing  and as shall  reasonably  be
required in connection  with any  registration or  qualification  referred to in
this Section 10.

         10.8  SEC Rule 144  Reporting  and  Reports  Under  Securities  Act and
Exchange Act. With a view to making  available to the Holder the benefits of SEC
Rule 144  promulgated  under the Securities Act and any other rule or regulation
of the SEC that may at any time  permit  the  Holder to sell  securities  of the
Company to the public without registration or pursuant to a registration on Form
S-3 or its successor, the Company agrees to:

         (a)      make and keep public information available, as those terms are
                  understood  and  defined  in Rule 144,  at all times  from and
                  after ninety (90) days  following  the  effective  date of the
                  first  registration  statement  filed by the  Company  for the
                  offering of its securities to the general public;

         (b)      take such action,  including the voluntary registration of its
                  Common  Stock  under  Section 12 of the  Exchange  Act,  as is
                  necessary  to enable  the  Holder to  utilize  Form S-3 or its
                  successor for the sale of his Registrable  Shares, such action
                  to be taken as soon as practicable after the end of the fiscal
                  year in which the first  registration  statement  filed by the
                  Company  for the  offering  of its  securities  to the general
                  public is declared effective;

         (c)      file with the SEC in a timely  manner  all  reports  and other
                  documents required of the Company under the Securities Act and
                  the Exchange Act after it has become subject to such reporting
                  requirements; and

         (d)      furnish  to the  Holder,  so long as the  Holder  owns any
                  Registrable  Shares,  forthwith  upon
                  request  (i) a  written  statement  by the  Company  that  it
                  has  complied  with  the  reporting
                  requirements  of SEC  Rule 144 (at any time  from  and  after
                  ninety  (90)  days  following  the
                  effective date of the first  registration  statement  filed by
                  the Company for an offering of the
                  securities to the general  public),  the  Securities  Act and
                  the Exchange Act (at any time after
                  it has become  subject to such  reporting  requirements),  or
                  that it  qualifies  as a registrant
                  whose  securities  may be resold  pursuant to Form S-3 or its
                  successor (at any time after it so
                  qualifies),  (ii) a copy of the most recent  annual or
                  quarterly  report of the Company and such

<PAGE>

                  other reports and  documents so filed by the Company (at any
                  time after it has become  subject to
                  such reporting  requirements),  and (iii) such other
                  information as may be reasonably  requested
                  in  availing  the Holder of any rule or  regulation of the SEC
                  which  permits the selling of any
                  such securities without registration or pursuant to such Form
                  S-3 or its successor.

         10.9 Transfer or Assignment of Registration Rights. The rights to cause
the Company to register  Registrable  Shares  pursuant to this Section 10 may be
transferred or assigned (but only with all related obligations) by the Holder to
a transferee or assignee of such securities, provided: (a) such assignment shall
be effective only if immediately following such transfer the further disposition
of such  securities  by the  transferee  or  assignee  is  restricted  under the
Securities Act; and (b) such  assignment  shall only be effective if it complies
with all  applicable  federal and state  securities  laws.  For the  purposes of
determining the number of shares of Registrable  Securities held by a transferee
or assignee,  the holdings of transferees and assignees of a partnership who are
partners  or  retired  partners  of  such  partnership  (including  spouses  and
ancestors,  lineal  descendants  and  siblings  of such  partners or spouses who
acquire  Registrable  Shares by gift,  will or  intestate  succession)  shall be
aggregated together and with the partnership.

         10.10    Priority and Limitation on Subsequent Registration Rights.

         (a)      The parties hereto acknowledge that the rights to registration
                  contained  herein  shall be  subject  to (i) the  registration
                  rights contained in Section 2(k) of those certain Registration
                  Rights Agreements  ("Registration  Rights  Agreements")  dated
                  October 6, 1996 by and among InfoMed Holdings, Inc. (as
                  predecessor  in interest to the Company)  and certain
                  shareholders  of the
                  Company named therein,  the  registration  rights granted
                  pursuant to that certain Second Amended
                  and Restated  Agreement and Plan of Merger and Investment
                  Agreement dated as of October 25, 1999
                  among MCS,  Inc.,  Mestek,  Inc.,  the  Company,  John E. Reed
                  ("Reed"),  Stewart B. Reed and E.
                  Herbert Burk (the "MCS Merger  Agreement"),  and (iii) the
                  registration  rights granted pursuant
                  to that  certain  Agreement  and  Plan of  Merger  dated as of
                  July 12,  1999  among  CareCentric
                  Solutions,  Inc.,  Simione  Acquisition  Corporation  and the
                  Company (the  "CareCentric  Merger
                  Agreement");  provided  that  the  registration  rights  set
                  forth  in the  Registration  Rights
                  Agreements,  the MCS  Merger  Agreement  and  the  CareCentric
                  Merger   Agreement   shall   only  have   priority   over  the
                  registration  rights  granted  pursuant to this Warrant to the
                  extent  required in such agreements and to the extent that any
                  such prior rights have not been waived or amended.

         (b)      Subject to Section  10.10(d),  the  Company will not grant any
                  right of  registration  under the
                  Securities  Act  relating  to any of its equity  securities to
                  any  person or entity  other than
                  pursuant  to  this  Warrant  unless  the  Holder  shall  be
                  entitled  to have  included  in such
                  registration  all  Registrable  Shares  requested  by  Holder
                  to be so  included  prior  to  the
                  inclusion of any  securities  requested to be registered  by

<PAGE>

                  the persons or entities  entitled to
                  any such other  registration  rights,  other than securities
                  subject to the Registration  Rights
                  Agreements,  the MCS Merger Agreement,  and the CareCentric
                  Merger  Agreement,  which shall have
                  priority (but only to the extent that such prior rights have
                  not been waived or amended).

         (c)      Subject to Section  10.10(d),  for so long as the Holder  owns
                  securities representing 20% or more of the voting power of the
                  Company on a fully diluted basis,  and except as expressly set
                  forth in this Section 10.10, no other Person shall be entitled
                  to   "piggyback"   or   participate   in  any  of  the  demand
                  registrations  that Holder initiates  pursuant to Section 10.2
                  without such Holder's prior written consent.

         (d)      The parties  agree that the rights to  registration  contained
                  herein  shall be pari passu  with the  rights to  registration
                  granted  in  (i)  that  certain  Secured   Convertible  Credit
                  Facility and Security  Agreement between the Company and Reed,
                  dated  of even  date  herewith;  (ii)  that  certain  Series D
                  Convertible  Preferred  Stock Purchase  Agreement  between the
                  Company and Reed, dated of even date herewith,  and (iii) that
                  certain  Warrant to be granted to Holder in  consideration  of
                  its agreement to issue its guaranty on certain indebtedness of
                  the Company, the terms of which are currently being negotiated
                  between the Company and a commercial bank.

         10.11  Suspension of  Registration  Rights.  The right of the Holder to
request registration of shares as provided in this Section 10 shall be suspended
during any period of time that all of the  Registrable  Shares held and entitled
to be held (as a result of conversion  of Series D Preferred  Stock held) by the
Holder may immediately be sold under SEC Rule 144.

11.      Miscellaneous.

        (a)     Successors.  All the  covenants and  provisions  hereof by or
                for the benefit of the Company or the Holder shall bind and
                inure to the benefit of their respective successors and assigns.

        (b)     Governing  Law.  This Warrant shall be deemed to be a contract
                made under the laws of the State of Delaware  (notwithstanding
                any  principles  of  conflicts  of laws) and for all  purposes
                shall be construed in accordance with the laws of said State.

        (c)     Attorneys Fees in the Event of a Dispute.  In the event of any
                action at law,  suit in equity or  arbitration  proceeding  in
                relation to this  Warrant or any common  stock issued or to be
                issued  hereunder,  the  prevailing  party or parties shall be
                paid by the  other  party  or  parties  a  reasonable  sum for
                attorneys,  fees  and  expenses  of such  prevailing  party or
                parties.
<PAGE>

        (d)     Saturdays, Sundays, Holidays. If the last or appointed day for
                the  taking  of any  action  or the  expiration  of any  right
                required or granted  herein shall be a Saturday or a Sunday or
                shall be a legal  holiday in the State of Delaware,  then such
                action may be taken or such right may be exercised on the next
                succeeding day not a legal holiday.

        (e)     Amendment.  This  Warrant  and  any  term  hereof  may  not be
                changed, waived, discharged or amended except by an instrument
                in writing  signed by the party  against whom  enforcement  of
                such change, waiver, discharge or amendment is sought.

        (f)     Multiple Counterparts.  This Warrant may be executed in multiple
                counterparts,  each of which shall for all purposes be deemed to
                be an original and all of which shall constitute the same
                instrument.


         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officer.

         Dated June 12, 2000
                                                  Simione Central Holdings, Inc.

                                                  By: /S/ R.BRUCE DEWEY

                                                  Title: President

HOLDER:

Mestek, Inc.

By:  /S/ WILLIAM RAFFERTY
Title:  Senior Vice President - Sales




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