<PAGE>
SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14c INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT
OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission only (as permitted by Rule
14c-5(d)(2))
/X/ Definitive Information Statement
GHS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.01 per share
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(2) Aggregate number of securities to which transaction applies:
40,368,351 shares of Common Stock
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
GHS, INC.
425 WEST 15TH STREET, 3RD FLOOR
NEW YORK, NY 10011
NOTICE TO STOCKHOLDERS
The accompanying Information Statement is being mailed on or about
November 22, 1999 to all stockholders of record of GHS, Inc. ("GHS") on
October 28, 1999 in connection with an amendment to GHS's Restated Certificate
of Incorporation to change the name of the corporation from GHS, Inc. to
dreamlife, inc.
The Board of Directors of GHS and holders representing a majority of the
outstanding voting stock of GHS recently voted in favor of the change in
corporate name. The name change is being made to more closely identify GHS's
corporate image with the business GHS is developing, a network focusing on
personal and professional improvement. Information concerning the amendment to
GHS's Restated Certificate of Incorporation is described in greater detail in
the Information Statement.
The Information Statement is furnished only to inform stockholders of GHS of
the above action before it takes effect in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
By Order of the Board of Directors
/s/ Beth Polish
Beth Polish
President and Chief Operating Officer
November 22, 1999
<PAGE>
GHS, INC.
425 WEST 15TH STREET, 3RD FLOOR
NEW YORK, NY 10011
INFORMATION
STATEMENT
NOVEMBER 22, 1999
CHANGE IN CORPORATE NAME
GENERAL
This Information Statement is being delivered by GHS, Inc., a Delaware
corporation ("GHS"), in connection with an amendment to GHS's Restated
Certificate of Incorporation (the "Charter") to change the name of the
corporation from GHS, Inc. to dreamlife, inc.
GHS's Board of Directors (the "Board") and holders representing a majority
of the outstanding voting stock of GHS recently voted in favor of amending the
Charter to change GHS's corporate name from GHS, Inc. to dreamlife, inc. The
name change is being made to more closely identify GHS's corporate image with
the business GHS is developing, a network focusing on personal and professional
improvement.
This Information Statement is being mailed on or about November 22, 1999 to
stockholders of record of GHS on October 28, 1999.
The Information Statement is furnished only to inform stockholders of GHS of
the above action before it takes effect in accordance with Rule 14c-2
promulgated under the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
CHANGE IN BUSINESS
On April 25, 1999, GHS announced an Internet initiative including plans for
an online network to focus on personal and professional improvement. In
connection with this initiative, on May 27, 1999, GHS acquired related
businesses and rights to related content and intellectual property, contracted
for certain co-marketing and co-promotion activities and raised approximately
$15.1 million in net proceeds in a private placement of its securities.
On September 16, 1999, GHS ended its association with its former primary
business when it distributed to holders of GHS's common stock, par value $0.01
per share (the "Common Stock"), GHS's interest in U.S. NeuroSurgical, Inc.
("USN"), a wholly-owned subsidiary of GHS (the "Spin-off"). USN owns and
operates stereotactic radiosurgery centers using the Gamma Knife technology. USN
is now a separate company no longer owned in any way by GHS.
CHANGE IN CONTROL
On May 27, 1999, in connection with GHS's Internet initiative, GHS acquired
CYL in a transaction accounted for as a reverse acquisition (the "CYL
Transaction"). As a result of the CYL Transaction, members of CYL obtained
voting control of GHS. CYL was formed in April 1999 by Anthony J. Robbins
("Robbins") and is engaged in the development of a web site for personal and
professional improvement. The CYL Transaction was effected pursuant to the
Contribution and Exchange Agreement (the "Exchange Agreement") dated as of
May 20, 1999, among GHS, CYL, Robbins, Robbins Research International Inc., a
corporation controlled by Robbins ("RRI"), and CYL Development Holdings, LLC
("Development Holdings").
<PAGE>
Pursuant to the Exchange Agreement, GHS issued an aggregate of 99,059.338
shares of newly-designated Series A Convertible Preferred Stock, par value $0.01
per share ("Series A Preferred Stock"), to Robbins, RRI and Development
Holdings, the members of CYL, in exchange for all of the membership interests in
CYL. The shares of Series A Preferred Stock converted into an aggregate of
30,708,396 shares of Common Stock on November 4, 1999. Prior to such conversion,
the holders of the Series A Preferred Stock voted on an as converted basis with
the holders of the Common Stock.
At November 8, 1999, GHS had outstanding 40,368,351 shares of Common Stock,
of which Robbins and his affiliates owned approximately 57.1%, Development
Holdings owned approximately 19.0% and the holders of the Common Stock
immediately prior to the CYL Transaction, owned approximately 18.1%.
AGREEMENT REGARDING THE ELECTION OF DIRECTORS AND OTHER MANAGEMENT ISSUES
In connection with and pursuant to the Exchange Agreement, GHS amended and
restated its by-laws (the "Restated By-Laws"). The Restated By-Laws currently
require, among other things, that the following persons be nominated for
election as members of the Board:
(i) W. Grant Gregory;
(ii) Charles D. Peebler;
(iii) Fredric D. Rosen;
(iv) one person to be selected by the current Board of Directors of GHS (the
"Current Board");
(v) three persons to be designated by Robbins (the "Robbins Directors"); and
(vi) the Chief Executive Officer of GHS (the selection of which Robbins has
the right to approve as described below).
Development Holdings, Robbins and RRI (collectively, the "CYL Transaction
Group") agreed with each other and GHS to vote their shares for the election of
W. Grant Gregory, Charles D. Peebler, Jr. and Fredric D. Rosen as members of the
Board in connection with the CYL Transaction. The nominee for director selected
by the Current Board was Peter A. Lund. The three nominees for the Robbins
Directors were Anthony J. Robbins, H. Peter Guber and Bruce L. Stein. The eighth
nominee for director, the Company's Chief Executive Officer, will be appointed
at such time that the Company appoints a new Chief Executive Officer.
On November 8, 1999, GHS sent to its stockholders an Information Statement
for the election of the nominees set forth above. The nominees could not take
office as directors until November 18, 1999, ten days after the delivery of such
Information Statement, in accordance with Rule 14f-1 promulgated under the
Securities Exchange Act of 1934. On November 18, 1999, the tendered resignations
of the three current members of the Board became effective and the nominees
assumed their positions as directors resulting in an entirely new Board.
At each subsequent election of directors and for so long as Robbins or any
of his affiliates hold in the aggregate at least 10% of the outstanding shares
of Common Stock or Common Stock equivalents, the Board shall consist of the
following persons:
(i) three persons to be designated by Robbins or his affiliates;
(ii) four persons nominated by a nominating committee consisting of the
directors of GHS (other than the Robbins Directors and the Chief
Executive Officer of GHS) and their respective successors; and
(iii) the Chief Executive Officer of GHS.
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<PAGE>
If any director is unable to serve or, once having commenced to serve, is
removed or withdraws from the Board, the replacement of such director on the
Board will be nominated in accordance with the procedures described above.
In addition, the Restated By-Laws provide that during the term of the
Content Provider Agreement and License (the "Content Provider Agreement")
effective as of April 23, 1999 among CYL, Robbins and RRI, Robbins will have the
right to approve the selection of the Chief Executive Officer of GHS by the
Board (the "CEO Approval Right"). The CEO Approval Right will expire if the
entire interest in GHS (or successor thereto) obtained by Robbins and RRI in
connection with the Exchange Agreement is transferred to any other party on an
involuntary basis, e.g., through bankruptcy proceedings or pursuant to a court
order. The Content Provider Agreement may be terminated by any party thereto
(i) after the tenth anniversary of the launch of the web site on which Robbins
content is offered (the "Launch Date") if GHS does not meet specified financial
benchmarks by such time or (ii) after the eleventh anniversary of the Launch
Date if GHS does not meet certain promotional criteria with respect to the
Robbins content. The Content Provider Agreement may also be terminated if a
material term of certain agreements between GHS and Robbins and RRI is breached
without cure or GHS becomes insolvent, is liquidated, dissolved, or the subject
of certain bankruptcy proceedings.
The Restated By-Laws also provide that the Board shall be chaired by a
non-executive Chairman of the Board. The Restated By-Laws provide that the
Chairman of the Board shall be Robbins or a person nominated by Robbins from
among GHS's directors provided that Robbins or his affiliates hold at least 10%
of the outstanding shares of Common Stock or Common Stock equivalents. The
Chairman of the Board is also required to serve as Chairman of GHS's Executive
Committee, when established.
Robbins, RRI and Development Holdings have agreed with each other and with
GHS pursuant to the Stockholders' Agreement dated May 27, 1999, among such
parties (the "Stockholders' Agreement") that until the earlier of March 31, 2014
and the termination of the Content Provider Agreement, each will vote their
respective shares of capital stock of GHS (i) in the manner recommended by the
Board and (ii) in favor of the election, removal and replacement of directors as
described above. The Stockholders' Agreement also provides for the arrangements
described above with respect to the election of a Chief Executive Officer and a
Chairman of the Board.
AMENDMENT TO THE CHARTER
The only amendment to the Charter will be to change GHS's corporate name
from GHS, Inc. to dreamlife, inc. After this amendment is effective, Article
FIRST of the Charter will read in its entirety as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is dreamlife, inc."
The name change is being made to help create a corporate identity that is
tied to the business GHS is developing, a network focusing on personal and
professional improvement. The name change is also being made to clearly
distinguish GHS's current business from its former business.
The name change will not affect the validity of currently outstanding stock
certificates. GHS's current stockholders will not be required to surrender or
exchange any stock certificates that they now hold and should not send such
certificates to GHS or its transfer agent for exchange.
Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, the
name change cannot take effect until 20 days after this Information Statement is
sent to GHS's stockholders. Accordingly, GHS plans to effect the name change as
soon as possible after such 20-day period by filing a Certificate of Amendment
to the Charter with the Secretary of State of the State of Delaware in
compliance with Delaware law.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth, as of November 8, 1999, certain information
concerning beneficial ownership of GHS's voting securities by (i) each person
known to GHS to beneficially own 5% or more of GHS's outstanding voting
securities, (ii) all executive officers, directors and director nominees of GHS
on such date naming them, and (iii) all executive officers and directors of GHS
as a group on such date, without naming them.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER(1) OWNED(2) OWNED(3)
- ------------------- ------------ ------------
<S> <C> <C>
Anthony J. Robbins
Director Nominee
9191 Towne Center Drive
Suite 600
San Diego, CA 92122.................................... 23,031,297(4) 57.1%
CYL Development Holdings, LLC
330 South Street
P.O. Box 1975
Morristown, NJ 07962-1975.............................. 7,677,099(5) 19.0%
Stanley S. Shuman
711 Fifth Avenue
New York, NY 10022..................................... 2,883,000(6) 7.1%
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022..................................... 2,022,000(7) 5.0%
Alan Gold
Chief Executive
Officer and Director................................... 633,400(8) 1.6%
Beth Polish
President and Chief Operating Officer.................. 300,000(9) *
Fredric D. Rosen
Director Nominee....................................... 295,000(10) *
Charles H. Merriman, III
Director............................................... 105,672(11) *
William F. Leimkuhler
Director............................................... 100,000(12) *
Bruce L. Stein
Director Nominee....................................... 0 0%
Philicia G. Levinson
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer....................... 0 0%
W. Grant Gregory
Director Nominee....................................... 0 0%
H. Peter Guber
Director Nominee....................................... 0 0%
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER(1) OWNED(2) OWNED(3)
- ------------------- ------------ ------------
<S> <C> <C>
Peter A. Lund
Director Nominee....................................... 0 0%
Charles D. Peebler, Jr.
Director Nominee....................................... 0 0%
All Directors and Executive Officers as a group (five
persons)(13)......................................... 1,139,072(8)(9)(11)(12) 2.8%
</TABLE>
- ------------------------
* less than 1%
(1) Unless otherwise indicated, all shares are beneficially owned and sole
voting and investment power is held by the person named above. Each holder
has an address c/o GHS, Inc., 425 West 15(th) Street, 3(rd)Floor, New York,
NY 10011, unless otherwise noted.
(2) Generally, a person is deemed to be the beneficial owner of securities that
can be acquired within 60 days from the date set forth above through the
exercise of any option, warrant or right.
(3) Based on a total of 40,368,351 shares of Common Stock. Shares of Common
Stock subject to options, warrants or rights that are currently exercisable
or exercisable within 60 days are deemed outstanding for purposes of
computing the percentage ownership of the person holding such options,
warrants or rights, but are not deemed outstanding for purposes of computing
the percentage ownership of any other person.
(4) Based in part on a Schedule 13D filed by Robbins and RRI. The shares of
Common Stock reported hereby were issued upon the conversion of shares of
GHS's Series A Preferred Stock held by Robbins and RRI and received by them
in the CYL Transaction. Of the number of shares of Common Stock reported in
the table, RRI is the direct holder of 6,909,389 shares. In his capacity as
Chairman and sole equity owner of RRI, Robbins shares voting and dispositive
power with respect to the securities beneficially owned by RRI and may be
deemed to be the beneficial owner of such securities. Robbins, RRI and
Development Holdings have agreed with each other and with GHS pursuant to
the Stockholders' Agreement that until the earlier of March 31, 2014 and the
termination of the Content Provider Agreement, each will vote their
respective shares of capital stock of GHS in the manner recommended by the
Board and in favor of the election, removal and replacement of directors as
described in this Information Statement.
(5) Based on a Schedule 13D filed by Development Holdings, Kurt T. Borowsky and
David J. Roy. The shares of Common Stock reported hereby were issued upon
the conversion of shares of Series A Preferred Stock held by Development
Holdings and received by Development Holdings in the CYL Transaction. In
their capacities as managers of Development Holdings, Messrs. Borowsky and
Roy together irrevocably possess the sole power to vote and dispose of the
Common Stock owned by Development Holdings, and may be deemed to be the
beneficial owner of such securities. Persons indirectly owning pecuniary
interest in the shares held by Development Holdings include Raymond G.
Chambers and members of his family, who by reason of such indirect pecuniary
interests may be deemed to have an indirect pecuniary interest in more than
5% of the shares of Common Stock of GHS but they disclaim beneficial
ownership of such shares for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934. Robbins, RRI and Development Holdings have agreed with
each other and with GHS pursuant to the Stockholders' Agreement that until
the earlier of March 31, 2014 and the termination of the Content Provider
Agreement, each will vote their respective shares of capital stock of GHS in
the manner
5
<PAGE>
recommended by the Board and in favor of the election, removal and
replacement of directors as described in this Information Statement.
(6) Includes (i) 1,902,000 shares of Common Stock held by Allen & Company
Incorporated ("Allen & Company"), (ii) 120,000 shares of Common Stock
issuable upon exercise of warrants held by Allen & Company and (iii) 20,000
shares of Common Stock issuable upon exercise of warrants beneficially owned
by Mr. Shuman. Mr. Shuman, who is a Managing Director of Allen & Company,
disclaims beneficial ownership of the shares and warrants referred to in
clauses (i) and (ii) above, except to the extent of his pecuniary interest
therein. Allen & Company disclaims beneficial ownership of the warrants
referred to in clause (iii) above.
(7) Includes 120,000 shares of Common Stock issuable upon exercise of warrants
beneficially owned by Allen & Company. Does not include 80,000 shares of
Common Stock issuable upon exercise of warrants owned of record by Allen &
Company in which certain officers and directors of Allen & Company possess a
beneficial interest to which Allen & Company disclaims beneficial ownership.
(8) Includes 420,500 shares held jointly by Mr. Gold and his wife, Ms. Susan
Greenwald Gold, as joint tenants with right of survivorship and 69,420
shares of Common Stock held by Ms. Greenwald Gold individually as to which
Mr. Gold may also be deemed to be the beneficial owner.
(9) Represents 300,000 shares of Common Stock issuable upon the exercise of
presently exercisable options held by Ms. Polish.
(10) Represents 295,000 shares of Common Stock issuable upon the exercise of
presently exercisable options held by Mr. Rosen.
(11) Includes 75,000 shares of Common Stock issuable upon the exercise of
presently exercisable options held by Mr. Merriman.
(12) Represents 100,000 shares of Common Stock issuable upon the exercise of
presently exercisable options held by Mr. Leimkuhler.
(13) Directors and Executive Officers of GHS on November 22, 1999, as a group, a
total of nine persons, beneficially owned on November 8, 1999, 23,626,297
shares of Common Stock (57.7% of the Common Stock).
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<PAGE>
REQUIRED APPROVALS OBTAINED
By Unanimous Written Consent of the Board dated October 27, 1999, the Board
approved the amendment to the Charter to change GHS's corporate name from
GHS, Inc. to dreamlife, inc. Under Delaware law, the record date for such
action, which determines the stockholders entitled to vote on such action, was
the date of the Board consent, October 27, 1999 (the "Record Date").
On the Record Date, GHS had issued and outstanding 9,659,955 shares of
Common Stock and 99,059,338 shares of Series A Preferred Stock that were
convertible into a total of 30,708,396 shares of Common Stock. On the Record
Date, the holders of the Series A Preferred Stock and the Common Stock were
entitled to vote as a single class. Such holders were entitled to one vote for
each share of Common Stock owned or into which a holder's shares of Series A
Preferred Stock were convertible, as the case may be. The shares of Series A
Preferred Stock converted into shares of Common Stock on November 4, 1999.
By Written Consent in Lieu of a Meeting dated October 28, 1999, holders as
of the Record Date representing 30,708,396 shares of capital stock, 76.1% of the
shares of Common Stock and shares of Series A Preferred Stock voting as a single
class, approved the amendment to the Charter to change GHS's corporate name from
GHS, Inc. to dreamlife, inc.
Such actions by written consent satisfy the requirements for amending the
Charter, as set forth in the Charter and under Delaware law, that GHS obtain the
approval of its Board of Directors and of stockholders representing a majority
of the shares of capital stock entitled to vote on such action. Accordingly, GHS
stockholders will not be asked to take further action on the amendment at any
future meeting.
Delaware law does not afford to GHS stockholders the opportunity to dissent
from the action described in this Information Statement and receive value for
their shares.
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