<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended DECEMBER 23, 1995
-----------------------------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________________________ to
___________________________
Commission file number 0-08547
----------------------
AMSERV HEALTHCARE INC.
----------------------
(Exact name of Issuer as specified in its charter)
DELAWARE 94-1627467
- ------------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3252 Holiday Court, #204, La Jolla, CA 92037
- ---------------------------------------- --------------------------------------
(Address of principal executive offices) (Zip code)
(Issuer's telephone number, including area code) (619) 597-1000
--------------------------------
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
As of January 31, 1996, there were outstanding 3,304,953 shares of the
Issuer's common stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
AMSERV HEALTHCARE INC.
I N D E X
__________________________
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
A. CONDENSED CONSOLIDATED BALANCE SHEETS,
DECEMBER 23, 1995 AND JUNE 24, 1995 3
B. CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED DECEMBER 23, 1995 AND DECEMBER 31, 1994 4
C. CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS FOR THE SIX MONTH PERIODS
ENDED DECEMBER 23, 1995 AND DECEMBER 31, 1994 5
D. NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS 6 - 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION 8
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 10
EXHIBIT INDEX E-1
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
AMSERV HEALTHCARE INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 23, June 24,
1995 1995
------------- ------------
ASSETS (unaudited)
<S> <C> <C>
Current Assets
Cash and cash equivalents............................................. $ 1,267,629 $ 1,226,448
Short-term investments, net........................................... 1,199,846 1,392,021
Accounts receivable, net of allowance for
doubtful accounts of $103,264........................................ 1,180,688 973,731
Other current assets.................................................. 340,254 187,463
----------- -----------
Total current assets.............................................. 3,988,417 3,779,663
Equipment, furniture and fixtures net of
accumulated depreciation of $246,645 and $196,069, respectively....... 410,002 387,821
Intangible assets, net................................................. 2,070,958 2,203,113
Other assets........................................................... 299,448 313,888
----------- -----------
$ 6,768,825 $ 6,684,485
=========== ===========
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable...................................................... $ 67,560 $ 105,663
Accrued payroll and related taxes..................................... 658,618 561,143
Net liabilities of discontinued operations (Note 4)................... 107,608 391,770
Other current liabilities............................................. 276,750 254,778
----------- -----------
Total current liabilities......................................... 1,110,536 1,313,354
----------- -----------
Long-Term Liabilities
Other long-term liabilities........................................... 32,557 30,859
----------- -----------
Total long-term liabilities....................................... 32,557 30,859
----------- -----------
Redeemable Preferred Stock
Redeemable preferred stock, $.01 par value;
authorized 3,000,000 shares:
Class A; issued and outstanding 341,435 shares (Note 5)........... - 3,414
Class B; issued and outstanding 260,141 shares (Note 5)........... 2,601 -
Additional paid-in capital (Note 5)................................... 680,269 679,456
----------- -----------
Total redeemable preferred stock.................................. 682,870 682,870
Common Shareholders' Equity
Common stock, $.01 par value; authorized 15,000,000 shares;
3,306,471 shares and 3,295,356 shares
outstanding, respectively........................................... 33,067 32,953
Treasury stock, at cost, 143,268 shares................................ (296,053) (296,053)
Additional paid-in capital............................................. 6,806,601 6,787,963
Note receivable from officer........................................... (198,440) (198,440)
Unrealized gain (loss) on short-term investments....................... 621 (14,564)
Accumulated deficit.................................................... (1,402,934) (1,654,457)
----------- -----------
Total common shareholders' equity................................. 4,942,862 4,657,402
----------- -----------
$ 6,768,825 $ 6,684,485
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
AMSERV HEALTHCARE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 23, December 31, December 23, December 31,
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues...................... $3,102,307 $2,866,022 $5,995,365 $5,502,942
Operating Expenses
Selling, general and administrative... 2,783,983 2,661,308 5,484,015 5,098,667
Depreciation and amortization......... 91,674 105,556 182,733 211,724
------------ ------------ ------------ ------------
Total Operating Expenses............ 2,875,657 2,766,864 5,666,748 5,310,391
------------ ------------ ------------ ------------
Operating Income
from Continuing Operations............ 226,650 99,158 328,617 192,551
Interest Expense........................ - (17,828) - (36,304)
Interest Income......................... 33,995 17,492 86,906 30,982
------------ ------------ ------------ ------------
Income from Continuing Operations
Before Provision for Income Taxes..... 260,645 98,822 415,523 187,229
Income Tax Provision.................... 104,000 22,000 164,000 47,000
------------ ------------ ------------ ------------
Net Income from
Continuing Operations................. 156,645 76,822 251,523 140,229
Gain on Disposal of
Discontinued Operations
(less applicable income tax provision
of $29,777)........................... - 168,736 - 168,736
Net Income.............................. $ 156,645 $ 245,558 $ 251,523 $ 308,965
============ ============ ============ ============
Net Income Per Common Share:
Income from Continuing Operations..... $0.05 $0.03 $0.08 $0.05
Gain on Disposal of
Discontinued Operations............. - 0.05 - 0.05
Net Income............................ $0.05 $0.08 $0.08 $0.10
============ ============ ============ ============
Shares Used in Computing
Per Share Amounts..................... 3,276,236 2,967,456 3,275,934 2,967,456
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
AMSERV HEALTHCARE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
-----------------------------
December 23, December 31,
1995 1994
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income................................................. $ 251,523 $ 308,965
Noncash items included in net income:
Depreciation and amortization........................... 182,733 211,724
Loss on disposal of equipment, furniture and fixtures... - 32,680
Changes in assets and liabilities:
Accounts receivable..................................... (206,957) 512,121
Income taxes............................................ 129,675 283,826
Other assets............................................ (138,351) (35,511)
Accounts payable........................................ (38,103) 77,419
Other liabilities....................................... (8,530) (59,718)
----------- ----------
Net cash provided by operating activities.................. 171,990 1,331,506
INVESTING ACTIVITIES:
Proceeds from sale of discontinued operations........... - 811,531
Payment of costs related to discontinued operations..... (284,162) (449,655)
Proceeds from sale of short-term investments............ 1,208,923 128,575
Purchase of short-term investments...................... (1,001,563) (767,975)
Proceeds from sale of equipment, furniture and fixtures. - 31,851
Purchase of equipment, furniture and fixtures........... (72,759) (111,388)
Cash received on notes receivable....................... - 37,032
----------- ----------
Net cash used in investing activities...................... (149,561) (320,029)
FINANCING ACTIVITIES:
Repayment on note payable............................... - (225,185)
Exercise of employee stock options...................... 18,752 -
----------- ----------
Net cash provided by (used in) financing activities........ 18,752 (225,185)
----------- ----------
Net increase in cash and cash equivalents.................. 41,181 786,292
Cash and cash equivalents at beginning of year............. 1,226,448 643,987
----------- ----------
Cash and cash equivalents at end of year................... $ 1,267,629 $1,430,279
=========== ==========
NONCASH FINANCING AND INVESTING ACTIVITIES:
Income tax paid............................................ 148,715 -
Interest paid.............................................. - 37,276
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
AMSERV HEALTHCARE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ADJUSTMENTS
In the opinion of management of the Company, the accompanying unaudited
condensed consolidated financial statements reflect all adjustments necessary
(which are of a normal recurring nature) to present fairly the Company's
financial position as of December 23, 1995, and the results of operations and
cash flows for the three and six month periods ended December 23, 1995 and
December 31, 1994. Information included in the condensed consolidated balance
sheet as of June 24, 1995 has been derived from the Company's Form 10-K for the
year ended June 24, 1995 ("1995 Form 10-K"). The unaudited condensed
consolidated financial statements contained herein should be read in conjunction
with the consolidated financial statements and notes contained in the Company's
1995 Form 10-K.
2. FISCAL YEAR
During fiscal 1995 the Company commenced utilizing a 52/53-week fiscal year
ending on the last Saturday in June. Monthly periods are accounted for in a
four-week, four-week, five-week sequence, with each quarter consisting of 13
weeks. All references to years relate to fiscal years rather than calendar
years.
3. EARNINGS PER SHARE
Earnings per share for the three and six month periods ended December 23, 1995
and December 31, 1994 are based on the weighted average number of common and
common stock equivalent shares outstanding. Certain stock options were not
included in the computation of earnings per share because their effect would be
antidilutive. Earnings per share assuming full dilution are the same as primary
earnings per share.
4. DISCONTINUED OPERATIONS
On November 9, 1994, the Company sold substantially all of the fixed and
intangible assets of its temporary nursing services business for $814,000 in
cash. The related net liabilities for this discontinued operation are included
in the balance sheet under the caption "Net liabilities of discontinued
operations". The balance remaining unpaid at December 23, 1995, relates to
various state and local tax and payroll issues that have not been finalized.
6
<PAGE>
5. REDEEMABLE PREFERRED STOCK
On April 7, 1995, the Company issued 426,794 shares of its voting Class A
Redeemable Preferred Stock, which had a redemption value of $2.00 per share, in
exchange for the Company's promissory note payable to North Central Personnel,
Inc. and related accrued interest which totalled $853,588 on the date of the
exchange. The preferred shares pay no dividends and may be redeemed at the
option of the holder, in specified installments for cash. On May 29, 1995,
85,359 shares were redeemed for $170,718. Subsequently, on July 6, 1995, the
remaining 341,435 Class A Redeemable Preferred Shares were exchanged for 260,141
Class B Redeemable Preferred Shares, with a redemption price of $2.625 per
share. These remaining 260,141 shares, with an aggregate redemption value of
$682,870 at December 23, 1995 and June 24, 1995, may be redeemed in installments
of approximately 65,000 shares on or after November 29, 1995, May 29, 1996,
November 29, 1996 and May 29, 1997, at the option of the holder. All
outstanding Class B shares become redeemable in the event of default.
6. SUBSEQUENT EVENTS
On January 18, 1996, the Company signed a letter of intent to merge with Star
Multi Care Services, Inc. (NASDAQ:SMCS) in a stock transaction intended to
qualify as a tax free reorganization and a pooling of interests. Pursuant to
the merger, each outstanding share of AMSERV's common stock would be converted
into .409 shares of Star's common stock, representing a ratio of one share of
Star's common stock for each 2.445 shares of AMSERV's common stock. The merger
is subject to the signing of a definitive agreement by February 9, 1996,
approval of the shareholders of both companies, and other conditions.
On January 19, 1996, the Company announced the adoption of a Rights Plan
designed to protect shareholder interest. As of the record date of January 29,
1996, all outstanding and subsequently issued shares of common stock will
receive the right to purchase, according to a formula and subject to certain
conditions, a certain number of shares of common stock at a 50% discount (the
"Rights"). The Rights are not exercisable, however, until a person or group
either acquires or announces a tender offer for 10% or more of the Company's
common stock. The Rights held by the 10% holder will become null and void. In
the event of a merger or other business combination that has not been approved
by the Board of Directors, each Right will entitle its holder to purchase a
certain number of shares of the acquiring company's common shares at a 50%
discount.
7
<PAGE>
AMSERV HEALTHCARE INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments decreased $152,000, from
$2,619,000 to $2,467,000 during the first six months of fiscal 1996. This
decrease is the result of an increase in accounts receivable and payments made
during the period for corporate income taxes. The Company's balance sheet
maintains a current ratio of 3.6 to 1 at December 23, 1995. Management believes
that its working capital position will enable the Company to continue its
expansion in home care and other health care services and meet its anticipated
cash requirements.
OPERATING RESULTS
Operating revenues for the three and six month periods ended December 23, 1995
increased $236,000 or 8%, and $492,000, or 9%, respectively, over the same
periods of a year ago. Higher operating revenues are the result of an overall
increase in the demand for home care services.
Selling, general and administrative expenses for the three and six months ended
December 23, 1995 increased $123,000, or 5%, and $385,000, or 8%, respectively,
compared to the same periods of the prior fiscal year. These increases were
primarily the result of the direct variable costs associated with the increase
in operating revenues and the fixed costs incurred in connection with the start-
up office in Union City, New Jersey, which began operations in October 1994.
Depreciation and amortization decreased $14,000, or 13%, and $29,000, or 14%,
respectively, during the three and six month periods ended December 23, 1995
over the same periods of fiscal 1995. These overall decreases are the result of
a reduction of amortization expense in connection with the intangible assets
acquired in the purchase of the New Jersey subsidiary, part of which became
fully amortized, offset by an increase in depreciation expense due to the
purchase of equipment, furniture and fixtures.
Interest income increased to $34,000 and $87,000, respectively, during the three
and six month periods ended December 23, 1995 compared to $17,000 and $31,000,
respectively, during the same periods of a year ago. This overall increase of
$56,000 is due to one-time interest and dividends received during the period
related to the sale of various short-term investments.
Net income from continuing operations increased 104% from $77,000 to $157,000,
for the second quarter of fiscal 1996, compared to the second quarter of fiscal
1995. For the six months ended December 23, 1995, net income from continuing
operations increased 79% to $252,000, compared to $140,000 for the same six
month period of fiscal 1995. Net income for the three and six month periods of
fiscal 1995 include an after-tax gain of $169,000 as a result of the sale of the
Company's temporary nursing services business.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The exhibits listed on the accompanying Exhibit Index are filed as part of
this Quarterly Report.
(b) Reports on Form 8-K:
1. A Form 8-K dated January 26, 1996, was filed with the Securities and
Exchange Commission adopting a Shareholder Rights Plan. The plan declares
a dividend of one preferred stock purchase right for each share of common
stock of the Company outstanding at the close of business on January 29,
1996.
9
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934, the
Issuer caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMSERV HEALTHCARE INC.
- ----------------------
Issuer
/s/ Eugene J. Mora
- ------------------
Eugene J. Mora January 31, 1996
Chairman and President
/s/ Lori Anderson
- -----------------
Lori Anderson January 31, 1996
Treasurer
10
<PAGE>
EXHIBIT INDEX
Page
4.5 Rights Agreement, dated as of January 24, 1996,
between AMSERV HEALTHCARE INC. and First Interstate
Bank of California, which includes the form of
Certificate of Designations of the class C Junior
Participating Preferred Stock of AMSERV HEALTHCARE
INC. as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C, incorporated herein by
reference from the Company's Form 8-K dated January
26, 1996. -
10.21 First Amendment to Employment Agreement dated January
9, 1996 by and between AMSERV HEALTHCARE INC. and
Leslie Hodge, Vice President - Administration and
Secretary. E-3
10.22 First Amendment to Employment Agreement dated January
9, 1996 by and between AMSERV HEALTHCARE INC. and
Lori Anderson, Controller and Treasurer. E-6
10.23 Amendment, dated January 16, 1996, to Promissory Note
dated April 20, 1995, by and between Eugene J. Mora
and AMSERV HEALTHCARE INC., incorporated herein by
reference from Amendment No. 9 to Mr. Mora's Schedule
13D dated January 16, 1996. -
10.24 Amendment, dated January 16, 1996, to Stock Pledge
Agreement dated April 20, 1995, by and between Eugene
J. Mora and AMSERV HEALTHCARE INC., incorporated
herein by reference from Amendment No. 9 to Mr.
Mora's Schedule 13D dated January 16, 1996. -
10.25 Promissory Note dated January 16, 1996, by and
between Eugene J. Mora and AMSERV HEALTHCARE INC.
incorporated herein by reference from Amendment No. 9
to Mr. Mora's Schedule 13D dated January 16, 1996. -
10.26 Stock Pledge Agreement dated January 16, 1996, by and
between Eugene J. Mora and AMSERV HEALTHCARE INC.
incorporated herein by reference from Amendment No. 9
to Mr. Mora's Schedule 13D dated January 16, 1996. -
20.1 Form of Letter to the holders of AMSERV HEALTHCARE
INC. Common Stock, dated January 29, 1996,
incorporated herein by reference from the Company's
Form 8-K dated January 26, 1996. -
E-1
<PAGE>
27.1 Financial Data Schedule. E-9
99.1 Text of Press Release, dated January 19, 1996,
incorporated herein by reference from the Company's
Form 8-K dated January 26, 1996. -
E-2
<PAGE>
EXHIBIT 10.21
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this "First
Amendment") is made as of January 9, 1996 by and between Leslie Hodge
("Executive") and AMSERV HEALTHCARE INC., a Delaware corporation (the
"Company").
RECITALS
Whereas, Executive and the Company entered into an Executive Employment
Agreement as of March 21, 1995 (the "Agreement") relating to certain terms and
conditions of Executive's employment with the Company.
Whereas, Executive and the Company have determined that it is in their mutual
best interests and desire to amend and modify the Agreement as more
particularly set forth herein.
AMENDMENT TO AGREEMENT
Now, Therefore, in consideration of the mutual covenants in this First
Amendment and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Company and Executive agree as
follows:
1. Subsection 5.2 of the Agreement is amended by replacing the phrase
"within thirty (30) miles of any office of the Company" with "within thirty
(30) miles of any office of the Company, or in the event of a Board Approved
Change in Control, within thirty (30) miles of any branch office of the
Company".
2. Section 6 of the Agreement is deleted in its entirety and the following
Section 6 is substituted therefore:
"6. Severance Payments
------------------
6.1 Change in Control. Following a Change in Control of the Company, if
-----------------
during the thirty-six (36) months following such Change in Control, (i)
Executive is terminated by the Company without Cause or (ii) Executive
terminates employment with the Company (or its successor or assigns) for Good
Reason, the Company shall pay and provide Executive each of the following:
(a) Within five (5) business days after the effective date of the
termination of employment (the "Effective Date"), the Company (or its
successor or assigns) will pay Executive a lump sum cash payment equal to
three (3) times the average annual compensation that was includible in
Executive's gross income during each of the lesser of (i) the five (5) full
fiscal years immediately prior to the Effective Date and (ii) the number of
years Executive was employed by the Company immediately prior to the Effective
Date.
<PAGE>
(b) Executive and her dependents shall continue to be covered for thirty-
six (36) months after the Effective Date by all survivor rights, insurance and
benefit programs of the Company (or its successor or assigns) in type and
amount at least equivalent to that provided to her and her dependents by the
Company immediately prior to the Change in Control; provided that if
participation in any one or more of such arrangements is not possible under
the terms thereof, the Company (or its successor or assigns) will provide
substantially identical benefits outside of the programs. The cost of this
coverage will be paid by the Company (or its successor or assigns).
(c) Upon the occurrence of a Change in Control of the Company, if, during
the six (6) months following such Change in Control, Executive terminates
employment with the Company (or its successor or assigns) without Good Reason,
then within five (5) business days after the Effective Date, the Company shall
pay to Executive an amount equal to thirty percent (30%) of the amount
described in Section 6.1(a) above.
6.2 Board Approved Change in Control. Following a Board Approved Change
--------------------------------
in Control of the Company, if, during the twenty-four (24) months following such
Board Approved Change in Control, (i) Executive's employment is terminated by
the Company (or its successor or assigns) without Cause or (ii) Executive
terminates employment with the Company (or its successor or assigns) because of
(x) a relocation of Executive's employment which is unacceptable to Executive,
(y) reduction of Executive's compensation or benefits (other than across-the-
board reductions which are applicable to all executive employees), or (z)
assignment to Executive by the Company of any duties which are inconsistent
with, a diminution of or an adverse change in the Executive's position,
including increasing in a substantial way the amount of travel required by
Executive, then the Company shall pay and provide to Executive each of the
following, provided that Executive, if requested by the Company, continues her
employment and performs her duties for a transition period ending at the time
her services are no longer needed by the Company or six months from the notice
of termination by either party, whichever is sooner, and remains available to
assist the Company by telephone for a reasonable time thereafter:
(a) Within five (5) business days after the Effective Date the Company
(or its successor or assigns) shall pay Executive a lump sum payment equal to
twelve (12) months of the highest monthly Base Salary received by Executive in
any one of the sixty (60) months immediately prior to such Effective Date.
(b) Executive and her dependents shall continue to be covered for twelve
(12) months after such Effective Date by all survivor rights, insurance and
benefit programs of the Company (or its successor or assigns) in type and
amount at least equivalent to that provided to her and her dependents by the
Company immediately prior to the Board Approved Change in Control; provided
that if participation in any one or more of such arrangements is not possible
under the terms thereof, the Company (or its successor or assigns) will
provide substantially identical benefits outside of the programs. The cost of
this coverage will be paid by the Company (or its successor or assigns).
6.3 Gross Up of Severance Payments. If all or any portion of the amounts
------------------------------
payable to Executive under this Agreement, either alone or together with other
payments which Executive has the right to receive from the Company, constitute
"excess parachute payments" (within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code")), that are subject to the excise
tax imposed by Section 4999 of the
<PAGE>
Code (or similar tax and/or assessment), the Company (or its successor or
assigns) shall increase the amounts payable pursuant to this Section 6 to the
extent necessary to place Executive in the same after-tax position as she would
have been in had no such excise tax been imposed on the payments hereunder. The
determination of the amount of any such excise taxes shall initially be made by
the independent accounting firm employed by the Company immediately prior to the
Change in Control. If, at a later date, it is determined that the amount of
excise taxes payable by Executive is greater than the amount initially so
determined, then the Company (or its successor or assigns) shall pay Executive
an amount equal to the sum of (i) such additional excise taxes, (ii) any
interest, fines and penalties resulting from such underpayment, plus (iii) an
amount necessary to reimburse Executive for any income, excise or other taxes
payable by Executive with respect to the amount specified in (i) and (ii) above,
and the reimbursement provided by this (iii)."
3. Subsection 8(a) of the Agreement is amended by adding at the beginning of
such subsection the phrase "Subject to Executive's rights in Section 6 of the
Agreement,".
4. Subsection 8(c) of the Agreement is amended by replacing the phrase "(iv)
any amounts payable pursuant to SECTION 6(A) above" with "(iv) any amounts
payable pursuant to SECTION 6 above".
5. Section 9 of the Agreement is amended by adding after the definition of
"Affiliate" the following definition:
"BOARD APPROVED CHANGE IN CONTROL" means the happening during the term of
this Agreement of either of the following: (i) any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the federal Securities
Exchange Act of 1934 (the "Exchange Act")) acquires beneficial ownership (within
the meaning of rule 13d-3 promulgated under the Exchange Act) of greater than
50% of the then outstanding shares of common stock of the Company or (ii) the
stockholders of the Company approve a reorganization, merger, consolidation,
complete liquidation or dissolution of the Company, the sale or disposition of
all or substantially all of the assets of the Company or similar corporate
transaction, and such acquisition (as described in clause (i) above) or such
transaction (as described in clause (ii) above) is approved prior thereto by the
Company's Board of Directors in accordance with the Company's Bylaws."
6. Except as modified herein the terms and conditions of the Agreement
remain in full force and effect in accordance with their terms, and the
Agreement and this First Amendment shall be deemed to constitute one integrated
agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Executive Agreement as of the date first above written.
AMSERV HEALTHCARE INC.
By: /s/ Eugene J. Mora
------------------
Its: President
EXECUTIVE
/s/ Leslie Hodge
----------------
Leslie Hodge
<PAGE>
EXHIBIT 10.22
FIRST AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this "First
Amendment") is made as of January 9, 1996 by and between Lori Anderson
("Executive") and AMSERV HEALTHCARE INC., a Delaware corporation (the
"Company").
RECITALS
Whereas, Executive and the Company entered into an Executive Employment
Agreement as of March 21, 1995 (the "Agreement") relating to certain terms and
conditions of Executive's employment with the Company.
Whereas, Executive and the Company have determined that it is in their mutual
best interests and desire to amend and modify the Agreement as more
particularly set forth herein.
AMENDMENT TO AGREEMENT
Now, Therefore, in consideration of the mutual covenants in this First
Amendment and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Company and Executive agree as
follows:
1. Subsection 5.2 of the Agreement is amended by replacing the phrase
"within thirty (30) miles of any office of the Company" with "within thirty
(30) miles of any office of the Company, or in the event of a Board Approved
Change in Control, within thirty (30) miles of any branch office of the
Company".
2. Section 6 of the Agreement is deleted in its entirety and the following
Section 6 is substituted therefore:
"6. Severance Payments
------------------
6.1 Change in Control. Following a Change in Control of the Company, if
-----------------
during the thirty-six (36) months following such Change in Control, (i)
Executive is terminated by the Company without Cause or (ii) Executive
terminates employment with the Company (or its successor or assigns) for Good
Reason, the Company shall pay and provide Executive each of the following:
(a) Within five (5) business days after the effective date of the
termination of employment (the "Effective Date"), the Company (or its
successor or assigns) will pay Executive a lump sum cash payment equal to
three (3) times the average annual compensation that was includible in
Executive's gross income during each of the lesser of (i) the five (5) full
fiscal years immediately prior to the Effective Date and (ii) the number of
years Executive was employed by the Company immediately prior to the Effective
Date.
<PAGE>
(b) Executive and her dependents shall continue to be covered for thirty-
six (36) months after the Effective Date by all survivor rights, insurance and
benefit programs of the Company (or its successor or assigns) in type and
amount at least equivalent to that provided to her and her dependents by the
Company immediately prior to the Change in Control; provided that if
participation in any one or more of such arrangements is not possible under
the terms thereof, the Company (or its successor or assigns) will provide
substantially identical benefits outside of the programs. The cost of this
coverage will be paid by the Company (or its successor or assigns).
(c) Upon the occurrence of a Change in Control of the Company, if, during
the six (6) months following such Change in Control, Executive terminates
employment with the Company (or its successor or assigns) without Good Reason,
then within five (5) business days after the Effective Date, the Company shall
pay to Executive an amount equal to thirty percent (30%) of the amount
described in Section 6.1(a) above.
6.2 Board Approved Change in Control. Following a Board Approved Change
--------------------------------
in Control of the Company, if, during the twenty-four (24) months following
such Board Approved Change in Control, (i) Executive's employment is terminated
by the Company (or its successor or assigns) without Cause or (ii) Executive
terminates employment with the Company (or its successor or assigns) because of
(x) a relocation of Executive's employment which is unacceptable to Executive,
(y) reduction of Executive's compensation or benefits (other than across-the-
board reductions which are applicable to all executive employees), or (z)
assignment to Executive by the Company of any duties which are inconsistent
with, a diminution of or an adverse change in the Executive's position,
including increasing in a substantial way the amount of travel required by
Executive, then the Company shall pay and provide to Executive each of the
following, provided that Executive, if requested by the Company, continues her
employment and performs her duties for a transition period ending at the time
her services are no longer needed by the Company or six months from the notice
of termination by either party, whichever is sooner, and remains available to
assist the Company by telephone for a reasonable time thereafter:
(a) Within five (5) business days after the Effective Date the Company
(or its successor or assigns) shall pay Executive a lump sum payment equal to
six (6) months of the highest monthly Base Salary received by Executive in any
one of the sixty (60) months immediately prior to such Effective Date.
(b) Executive and her dependents shall continue to be covered for six
(6) months after such Effective Date by all survivor rights, insurance and
benefit programs of the Company (or its successor or assigns) in type and amount
at least equivalent to that provided to her and her dependents by the Company
immediately prior to the Board Approved Change in Control; provided that if
participation in any one or more of such arrangements is not possible under the
terms thereof, the Company (or its successor or assigns) will provide
substantially identical benefits outside of the programs. The cost of this
coverage will be paid by the Company (or its successor or assigns).
6.3 Gross Up of Severance Payments. If all or any portion of the amounts
------------------------------
payable to Executive under this Agreement, either alone or together with other
payments which Executive has the right to receive from the Company, constitute
"excess parachute payments" (within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code")), that are subject to the excise
tax imposed by Section 4999 of the Code (or similar tax and/or assessment), the
Company (or its successor or assigns) shall
<PAGE>
increase the amounts payable pursuant to this Section 6 to the extent
necessary to place Executive in the same after-tax position as she would have
been in had no such excise tax been imposed on the payments hereunder. The
determination of the amount of any such excise taxes shall initially be made by
the independent accounting firm employed by the Company immediately prior to the
Change in Control. If, at a later date, it is determined that the amount of
excise taxes payable by Executive is greater than the amount initially so
determined, then the Company (or its successor or assigns) shall pay Executive
an amount equal to the sum of (i) such additional excise taxes, (ii) any
interest, fines and penalties resulting from such underpayment, plus (iii) an
amount necessary to reimburse Executive for any income, excise or other taxes
payable by Executive with respect to the amount specified in (i) and (ii) above,
and the reimbursement provided by this (iii)."
3. Subsection 8(a) of the Agreement is amended by adding at the beginning of
such subsection the phrase "Subject to Executive's rights in Section 6 of the
Agreement,".
4. Subsection 8(c) of the Agreement is amended by replacing the phrase "(iv)
any amounts payable pursuant to SECTION 6(A) above" with "(iv) any amounts
payable pursuant to SECTION 6 above".
5. Section 9 of the Agreement is amended by adding after the definition of
"Affiliate" the following definition:
"BOARD APPROVED CHANGE IN CONTROL" means the happening during the term of
this Agreement of either of the following: (i) any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the federal Securities
Exchange Act of 1934 (the "Exchange Act")) acquires beneficial ownership (within
the meaning of rule 13d-3 promulgated under the Exchange Act) of greater than
50% of the then outstanding shares of common stock of the Company or (ii) the
stockholders of the Company approve a reorganization, merger, consolidation,
complete liquidation or dissolution of the Company, the sale or disposition of
all or substantially all of the assets of the Company or similar corporate
transaction, and such acquisition (as described in clause (i) above) or such
transaction (as described in clause (ii) above) is approved prior thereto by the
Company's Board of Directors in accordance with the Company's Bylaws."
6. Except as modified herein the terms and conditions of the Agreement
remain in full force and effect in accordance with their terms, and the
Agreement and this First Amendment shall be deemed to constitute one integrated
agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Executive Agreement as of the date first above written.
AMSERV HEALTHCARE INC.
By: /s/ Eugene J. Mora
-------------------
Its: President
EXECUTIVE
/s/ Lori Anderson
------------------
Lori Anderson
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 23, 1995 AND JUNE 24, 1995; AND
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTH
PERIODS ENDED DECEMBER 23, 1995 AND DECEMBER 31, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUN-25-1995
<PERIOD-END> DEC-23-1995
<CASH> 1,267,629
<SECURITIES> 1,199,846
<RECEIVABLES> 1,283,952
<ALLOWANCES> 103,264
<INVENTORY> 0
<CURRENT-ASSETS> 3,988,417
<PP&E> 656,647
<DEPRECIATION> 246,645
<TOTAL-ASSETS> 6,768,825
<CURRENT-LIABILITIES> 1,110,536
<BONDS> 0
682,870
0
<COMMON> 33,067
<OTHER-SE> 4,909,795
<TOTAL-LIABILITY-AND-EQUITY> 6,768,825
<SALES> 0
<TOTAL-REVENUES> 5,995,365
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 415,523
<INCOME-TAX> 164,000
<INCOME-CONTINUING> 251,523
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 251,523
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
