SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. __)(1)
First American Health Concepts
------------------------------
(Name of Issuer)
Common Stock, no par value
------------------------------
(Title of Class of Securities)
31852 M-10-5
--------------
(CUSIP Number)
John R. Behrmann
Behrwood Capital Services, Inc.
105 Leader Heights Road, Suite 100
York, Pennsylvania 17404
(717) 747-9448
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1995
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b)
for other parties to whom copies are to be sent.
- ----------
(1) The remainder of this cover page shall be filled 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 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).
<PAGE>
(Continued on following pages)
(Page 1 of 13 Pages)
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 31852 M-10-5 PAGE 2 OF 13 PAGES
- ---------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Behrmann
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, SC
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------------------
7 SOLE VOTING POWER
25,000
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 115,506
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,000
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
115,506
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,506
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 31852 M-10-5 PAGE 3 OF 13 PAGES
- ---------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy Behrmann
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 115,506
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
115,506
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,506
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 31852 M-10-5 PAGE 4 OF 13 PAGES
- ---------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J&N Family Limited Partnership
23-2963821
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 115,506
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
115,506
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,506
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 31852 M-10-5 PAGE 5 OF 13 PAGES
- ---------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Behrmann as General Partner in
J&N Family Limited Partnership
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 115,506
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
115,506
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,506
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------
CUSIP NO. 31852 M-10-5 PAGE 6 OF 13 PAGES
- ---------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy Behrmann as General Partner in
J&N Family Limited Partnership
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
----------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 115,506
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
115,506
-----------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,506
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Class of
Equity Security: Common Stock
Name of Issuer: FIRST AMERICAN HEALTH CONCEPTS, INC.
Address of
Principal Office: 7776 S. Pointe Parkway West, Suite 150
Phoenix, AZ 85044-5424
ITEM 2. IDENTITY AND BACKGROUND.
Name: JOHN R. BEHRMANN
Business Address: Behrwood Capital Services, Inc.
105 Leader Heights Road, Suite 100
York, Pennsylvania 17404
Principal Occupation: Director of FAHC
Citizenship: United States
Name: NANCY BEHRMANN
Business Address: Behrwood Capital Services, Inc.
105 Leader Heights Road, Suite 100
York, Pennsylvania 17404
Principal Occupation: Homemaker
Citizenship: United States
Name: J&N Family Limited Partnership
State of Organization: Pennsylvania
Principal Business: Investments
Address of Principal
Business and Office: 105 Leader Heights Road, Suite 100
York, Pennsylvania 17404
During the last five years, the persons mentioned above have not (i) been
convicted in a criminal proceeding, or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding been 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
John R. Behrmann's beneficial ownership of FAHC common stock, no par value,
relates to stock options granted to him by FAHC on November 19, 1993 and August
12, 1997. Mr. Behrmann owns a total of 30,000 stock options in FAHC, of which
25,000 are currently exercisable, and 5,000 options will become exercisable on
August 12, 1999. Mr. Behrmann has not exercised any of his options at the date
hereof.
<PAGE>
The J&N Family Limited Partnership acquired 10,000 shares of FAHC on April
20, 1994 at $7.81 per share, and 1,000 shares on October 31, 1997 at $4.13 per
share with funds contributed by John R. Behrmann. The shares were then
transferred to the Limited Partnership. The J&N Family Limited Partnership
acquired 2,500 shares on October 2, 1998 at $4.31 per share, 1,000 shares on
October 7, 1998, at $4.31 per share, and 1,000 shares on December 3, 1998 at
$3.94 per share with funds held by the J&N Family Limited Partnership.
The J&N Family Limited Partnership acquired 100,006 shares of FAHC on
December 16, 1998. The shares were originally acquired by Pinnacle Capital L.P.
on May 2, 1995 at $4.00 per share with funds contributed by John R. Behrmann.
The shares were then transferred to the John R. Behrmann Revocable Trust. The
John R. Behrmann Revocable Trust then transferred the shares to the J&N Family
Limited Partnership on December 16, 1998.
ITEM 4. PURPOSE OF TRANSACTION.
John R. Behrmann received his options to purchase FAHC shares as
compensation for his service as a director of FAHC. J&N Family Limited
Parnership purchased shares of FAHC for investment. John Behrmann and J&N Family
Limited Partnership may acquire additional shares from time to time for
investment, or may dispose of shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
John R. Behrmann, Nancy Behrmann, and J&N Family Limited Parnership,
as a group**
(i) Aggregate number of shares: 140,506
(ii) Percentage of class: 5.3%*
(iii) Sole voting power: 25,000
(iv) Shared voting power: 115,506
(v) Sole dispositive power: 25,000
(vi) Shared dispositive power: 115,506
* Based on 2,629,736 outstanding shares.
** John R. and Nancy Behrmann together share equal voting and dispositive
power over the shares owned by J&N Family Limited Partnership. John R.
Behrmann possesses sole voting and dispositive power over the options
beneficially owned by Mr. Behrmann personally.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
John R. Behrmann owns 25,000 options of FAHC that are currently
exercisable. On August 12, 1999, 5,000 more options of FAHC granted to Mr.
Behrmann will become exercisable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached to this Schedule 13D is the option agreement between John R.
Behrmann and FAHC.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete,
and correct.
/s/ John R. Behrmann
------------------------------
John R. Behrmann
Date: December 22, 1998
/s/ Nancy Behrmann
------------------------------
Nancy Behrmann
Date: December 22, 1998
J&N Family Limited Partnership
By: /s/ John R. Behrmann
------------------------------
John R. Behrmann
Its: General Partner
Date: December 22, 1998
<PAGE>
EXHIBIT I
GRANT OF OPTIONS TO JOHN R. BEHRMANN FROM FAHC
Letterhead of First American Health Concepts
[NQSO Section 3(b) Participant]
LETTER OF GRANT
PERSONAL AND CONFIDENTIAL
November 19, 1993
Mr. John R. Behrmann
Highbourne Place, R.D. #3 Box 296
Dallastown, PA 17313
Re: 1987 Stock Option Plan
Dear Mr. Behrmann:
First American Health Concepts, Inc., an Arizona corporation (the "Company") has
adopted its 1987 Stock Option Plan (the "Plan"). In order to provide additional
incentive to certain personnel, the Company is offering you by means of this
letter certain non- qualified stock options pursuant to the Plan. A copy of the
Plan is enclosed with this letter for your records.
The options granted to you hereunder shall be subject to all of the
terms and conditions of the Plan, which you should carefully review. In
addition, such options are subject to the following terms and conditions:
1. Number of Shares. The Company hereby grants to you non-qualified
stock options (the "Option") to purchase 20,000 shares of the common stock (the
"Shares") of the Company.
2. Purchase Price. The purchase price at which the Shares may be
acquired upon the exercise of an Option shall be $8.00 per Share which price
shall not be less than 100% of the fair market value on the date of grant.
3. Exercise Date. The Options granted hereunder shall not be
exercisable until at least one year from the date of grant and may be exercised
only during a period of time beginning seven (7) calendar days after the public
release of quarterly or annual financial information ("Beginning Time") and
ending at 5:00 p.m., MST, on the 10th trading day following the Beginning Time.
The Options shall be exercisable as follows: (i) one-half of the Options may be
exercised on or after November 19, 1994; and (ii) one-half of the Options may be
exercised on or after November 19, 1995. The Options granted hereunder shall
expire on November 19, 2004, after which date any unexercised Options shall be
void for all purposes.
<PAGE>
4. Transferability. No Option shall be transferable by you other than
by will or the laws of descent and distribution, and the Options may not be
exercised by anyone other than you during your lifetime.
5. Manner of Exercise. You may exercise the Options only by giving the
Company written notice by registered or certified mail, postage prepaid, at the
following address of your intent to exercise an Option, including the Number of
Shares that you intend to acquire and the full consideration therefor:
First American Health Concepts, Inc.
1811 South Alma School Road, Suite 285
Mesa, Arizona 85210
Attn: Corporate Secretary
6. Consideration. If you exercise any Option, the purchase price
provided for you pursuant to Paragraph 2 of this Letter of Grant must be paid by
you in cash or stock. The Shares will not be transferred to you on the exercise
of an Option until the full consideration therefor has been received by the
Company.
7. Valuation and Withholding. To the extent necessary, the Company
shall, at the time of issuance of any Shares purchased pursuant to the Plan,
provide you with a statement of valuation of the Shares issued. If the Options
are exercised while you are employed by the Company, it shall be entitled to
withhold amounts from your compensation an amount necessary to adequately
provide for applicable federal, state and local income taxes. The withholding
may be made in a manner determined by the Company including, without limitation,
the following: (i) withholding other compensation payable to you, (ii) holding
back the number of Shares necessary to satisfy the withholding amount, or (iii)
obtaining cash from you in an amount sufficient to satisfy the withholding
requirements.
8. Conditions of Issuance of Shares. Any Shares issued upon exercise of
any Option shall not be issued unless the issuance and delivery of Shares
pursuant thereto shall comply with all relevant provisions of law including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, any applicable state securities or "Blue Sky" law or laws or any
exemption from such provision is available, and the requirements of any stock
exchange upon which the shares may then be listed and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
No transfer of any shares issued upon the exercise of any such Options
will be permitted by the Company, unless any request for transfer is accompanied
by evidence satisfactory to the Company that the proposed transfer will not
result in a
2
<PAGE>
violation of any applicable law, rule or regulation whether federal or state,
including in the discretion of the Company an opinion of counsel reasonably
acceptable to the Company.
Inability of the Company to obtain approval from any regulatory body
having jurisdictional authority deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder shall relieve the
Company of any liability in the respect of the nonissuance or sale of such
Shares as to which such requisite authority shall not have been obtained.
9. Effective Date of Grant. The Effective Date of Grant of the Options
is November 19, 1993. You should execute the enclosed copy of this Letter of
Grant and return the executed documents to the Company as soon as possible. The
additional copies are for your records.
10. Acknowledgement. Optionee acknowledges receipt of a copy of the
Plan and represents that he is familiar with the terms and provisions hereof.
Optionee hereby accepts this Option subject to all terms and provisions.
Optionee agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Plan. Optionee
agrees to consult his independent tax advisors with respect to the income tax
consequences to Optionee, if any, of participating in the Plan.
Sincerely,
By: /s/ Carolyn Fricke
----------------------------
Carolyn Fricke
Secretary/Treasurer
ACCEPTED AND AGREED TO:
/s/ John R. Behrmann
- -------------------------------
John R. Behrmann
3
<PAGE>
[Letterhead of First American Health Concepts]
LETTER OF GRANT
PERSONAL AND CONFIDENTIAL
August 12, 1997
Mr. John R. Behrmann
Re: 1987 Stock Option Plan
Dear John:
First American Health Concepts, Inc., an Arizona Corporation (the
"Company") has adopted its 1987 Stock Option Plan (the "Plan"). In order to
provide additional incentive to certain personnel, the Company is offering you
by means of this letter certain non-qualified stock options pursuant to the
Plan.
The options granted to you hereunder shall be subject to all of the
terms and conditions of the Plan, which you should carefully review. In
addition, such options are subject to the following terms and conditions:
1. Number of Shares. The Company hereby grants to you non-qualified
stock options (the "Option") to purchase 10,000 shares of the common stock (the
"Shares") of the Company.
2. Purchase Price. The purchase price at which the Shares may be
acquired upon the exercise of an Option shall be $3.3125 per Share which price
shall not be less than 100% of the fair market value on the date of grant.
3. Exercise Date. The Options granted hereunder shall not be
exercisable until at least one year from the date of grant and may be exercised
only during a period of time beginning forty-eight (48) trading hours after the
public release of quarterly or annual financial information and ending ten (10)
trading days after that time. The Options shall be exercisable as follows: (i)
one-half of the Options may be exercised on or after August 12, 1998; and (ii)
one-half of the Options may be exercised on or after August 12, 1999. The
Options granted hereunder shall expire on August 12, 2008, after which date any
unexercised Options shall be void for all purposes.
4. Transferability. No Option shall be transferable by you other than
by will or the laws of descent and distribution, and the Options may not be
exercised by anyone other than you during your lifetime.
<PAGE>
5. Manner of Exercise. You may exercise the Options only by giving the
Company written notice by registered or certified mail, postage prepaid, at the
following address of your intent to exercise an Option, including the Number of
Shares that you intend to acquire and the full consideration therefor:
First American Health Concepts, Inc.
7776 S. Pointe Parkway West, Suite 150
Phoenix, Arizona 85044
Attn: Corporate Secretary
6. Consideration. If you exercise any Option, the purchase price
provided for you pursuant to Paragraph 2 of this Letter of Grant must be paid by
you in cash or stock. The Shares will not be transferred to you on the exercise
of an Option until the full consideration therefor has been received by the
Company.
7. Valuation and Withholding. To the extent necessary, the Company
shall, at the time of issuance of any Shares purchased pursuant to the Plan,
provide you with a statement of valuation of the Shares issued. If the Options
are exercised while you are employed by the Company, it shall be entitled to
withhold amounts from your compensation an amount necessary to adequately
provide for applicable federal, state and local income taxes. The withholding
may be made in a manner determined by the Company including, without limitation,
the following: (i) withholding other compensation payable to you, (ii) holding
back the number of Shares necessary to satisfy the withholding amount, or (iii)
obtaining cash from you in an amount sufficient to satisfy the withholding
requirements.
8. Conditions of Issuance of Shares. Any Shares issued upon exercise of
any Option shall not be issued unless the issuance and delivery of Shares
pursuant thereto shall comply with all relevant provisions of law including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, any applicable state securities or "Blue Sky" law or laws or any
exemption from such provision is available, and the requirements of any stock
exchange upon which the shares may then be listed and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
No transfer of any shares issued upon the exercise of any such Options
will be permitted by the Company, unless any request for transfer is accompanied
by evidence satisfactory to the Company that the proposed transfer will not
result in a violation of any applicable law, rule or regulation whether federal
or state, including in the discretion of the Company an opinion of counsel
reasonably acceptable to the Company.
2
<PAGE>
Inability of the Company to obtain approval from any regulatory body
having jurisdictional authority deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder shall relieve the
Company of any liability in the respect of the nonissuance or sale of such
Shares as to which such requisite authority shall not have been obtained.
9. Effective Date of Grant. The Effective Date of Grant of the Options
is August 12, 1997. You should execute the enclosed copy of this Letter of Grant
and return the executed documents to the Company as soon as possible. The
additional copies are for your records.
10. Acknowledgement. Optionee acknowledges receipt of a copy of the
Plan and represents that he is familiar with the terms and provisions hereof.
Optionee hereby accepts this Option subject to all terms and provisions.
Optionee agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Plan. Optionee
agrees to consult his independent tax advisors with respect to the income tax
consequences to Optionee, if any, of participating in the Plan.
Sincerely yours,
FIRST AMERICAN HEALTH CONCEPTS, INC.
By: /s/ John A. Raycraft
-----------------------------
John A. Raycraft
President/CEO
ACCEPTED AND AGREED TO:
/s/ John R. Behrmann
- --------------------------------
John R. Behrmann
