<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 29, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------------- ----------------------
Commission file number 0-16453
HEARx LTD.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 22-2748248
- ------------------------------------------- ----------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
471 Spencer Drive, West Palm Beach, Florida 33409
- ------------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (407) 478-8770
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------------------------------- ----------------------------------
Common Stock, par value $0.10 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in PART III of this Form 10-K or any amendment to
this Form 10-K. [ ]
<PAGE> 2
As of December 29, 1995, the aggregate market value of the Registrant's
Common Stock held by non-affiliates (based upon the closing bid and asked
prices on the NASD OTC Bulletin Board) was approximately $63,696,000.
On December 29, 1995, 47,956,783 shares of the registrant's common stock
were outstanding.
<PAGE> 3
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its annual report on Form 10-K by
restating such portions in their entirety as set forth in the pages attached
hereto:
Part III, Items 10 through 13.
<PAGE> 4
PART III
Item 10. Directors and Executive Officers
--------------------------------
The following table sets forth the names and positions of the current
directors and executive officers of HEARx. Their terms of office will expire
at the next Annual Meeting of Shareholders of the Company.
Director
or
Officer
Name Age Position with HEARx Since
- --------------------- --- ----------------------------------------- --------
Paul A. Brown, M.D. 58 Chairman of the Board, Chief Executive 1986
Officer and Director
Stephen J. Hansbrough 49 President and Chief Operating Officer 1993
David G. Brown 58 Vice President - Information Technology 1996
David W. Forman 54 Vice President - Facilities Management 1986
Secretary
Tommy E. Kee 47 Vice President and Chief Financial 1993
Officer
Donna L. Taylor 40 Vice President - Operations 1993
Thomas W. Archibald 59 Director 1993
Fred N. Gerard, Esq. 66 Director 1986
David J. McLachlan 58 Director 1986
Paul A. Brown, MD., holds an A.B. from Harvard College and an M.D. from
Tufts University School of Medicine. From 1970 to 1984, Dr. Brown was Chairman
of the Board and Chief Executive Officer of MetPath Inc. ("MetPath"), a New
Jersey-based corporation offering a full range of clinical laboratory services
to physicians and hospitals, which he founded in 1967 while a resident in
pathology at Columbia Presbyterian Medical Center in New York City. MetPath
developed into the largest clinical laboratory in the world with over 3,000
employees and was listed on the American Stock Exchange prior to being sold to
Corning Glass Works in 1982. In 1984, after leaving MetPath, Dr. Brown and a
small group of investors founded SCI/MED Advances Corporation, a venture
capital, business development and management services company, but the company
was ultimately unsuccessful in raising the $80 million in a public offering
sought to commence this venture. Dr. Brown founded HEARx in 1986. Dr. Brown
is currently Chairman of the Board of Overseers of Tufts University School of
Medicine as well as a member of the Board of Trustees, a member of the Visiting
Committee of the Boston University School of Medicine and a part-time lecturer
in pathology at Columbia University College of Physicians and Surgeons.
Stephen J. Hansbrough, President and Chief Operating Officer, joined HEARx
in December 1993. Mr. Hansbrough has an extensive background in the retail
arena. He served as Chairman and Chief Executive Officer of Dart Drug Stores
until 1988. Subsequently, he had been an independent consultant specializing
in turn-around and start-up operations primarily in the retail field.
<PAGE> 5
David G. Brown, Vice President - Strategic Planning, Business Development
and Information Technology, joined the Company in April 1996. He qualified as
a Certified & Corporate Accountant in United Kingdom and is a member of the
Institute of Management Consultants. He was most recently employed by IBM Ltd.
as a senior consultant and project manager. He led the team which reviewed the
strategic management information and systems study for HEARx Ltd. and has
worked with senior HEARx staff for the last several months in developing and
installing these systems. Previously Mr. Brown was employed by Unified Systems
Solutions Inc. of New Jersey also as a senior consultant and project manager.
His most recent project was leading a team which designed and installed a
client/server order entry and electronic filing system for the Financial
Services Division of R. R. Donnelley & Sons.
Tommy E. Kee, Vice President and Chief Financial Officer, joined HEARx in
September 1993. He holds a B.S. degree in accounting from the University of
Tennessee and an M.B.A. from Memphis State University. Prior to joining HEARx,
Mr. Kee owned an international consulting business and served as Chief
Financial Officer for United Studios of America, Inc. from 1991 through 1993.
From 1973 through 1991, he was Corporate Financial Director for the
International Division of Holiday Inns, Inc., whereas he founded the
International Finance and Accounting Department and directed the financial and
accounting activities for the worldwide operations.
David W. Forman holds a B.A. in Biology from the University of Ottawa.
Prior to joining the Company in 1986, Mr. Forman served as the Vice President
of Operations at SCI/MED where he directed product research, development and
production. From 1970 to 1985 he was employed by MetPath in various research,
development and production capacities including Director of Operations. Prior
to 1970, Mr. Forman served in the United States Navy as a Medical Laboratory
Technologist.
Donna L. Taylor, Vice President - Operations, holds an M.A. in Audiology
and joined HEARx in July 1987. Ms. Taylor has an extensive background in
establishing and developing Audiology and Hearing Aid Dispensing programs
including a private ENT practice, Washington University Medical School in St.
Louis from 1983 to 1985 and as an independent contractor.
Thomas W. Archibald attended the London School of Economics and received a
B.A. degree in economics from Denison University and a Juris Doctor degree from
the Ohio State University Law School. He is an Executive Vice President of the
Personal Trust Sector at The Bank of New York. He had held that position at
Irving Trust Company when it merged with The Bank of New York in 1988. Mr.
Archibald is also a Director of Group Health Incorporated, the only not-for-
profit health insurance carrier chartered to operate throughout New York State.
Fred N. Gerard holds an A.B. Degree from the City University of New York
and an LL.B. Degree from Columbia Law School. He has been counsel since
November 1992 to Bryan Cave in that firm's Phoenix office. Previously during
1991 and 1992, he was with the law firms of Scult, Lazarus, French, Zwillinger
& Smock; and Gallagher & Kennedy, Phoenix, Arizona. Previously, for more than
five years, he was a partner in the New York office of the law firm of
Seyfarth, Shaw, Fairweather & Geraldson, New York, New York. He is a director
of Bowmar Instrument Corporation.
David J. McLachlan holds an A.B. Degree in engineering from Harvard College
and an M.B.A. Degree from Harvard Graduate School of Business Administration.
He has been the Senior Vice President-Finance of Genzyme Corporation, a bio-
technology health care company, since December 1989. Prior to that he was the
<PAGE> 6
Vice President, Treasurer and Chief Financial Officer of Adams-Russell Co.,
Inc., which owned and operated CATV systems and Adams-Russell Electronics,
Inc., which was a defense electronics manufacturer. He is a director of IG
Laboratories, Inc., a genetic testing company.
Item 11. Executive Compensation
----------------------
The following table sets forth the annual and long-term compensation for
services rendered in all capacities to HEARx and its subsidiaries during the
1995, 1994 and 1993 fiscal years, of those persons who were at fiscal year-end
1995 (i) the chief executive officer and (ii) other compensated executive
officers whose salary and bonus exceeded $100,000 (all persons are hereafter
referred to as the "Named Executive Officers"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
All Other
Name & Principal Position Year Salary ($) Bonus ($) Options/SARs (#) Compensation
- ------------------------------------------- ---- -------------- --------- ---------------- ------------
<C> <C> <C> <C> <C> <C>
Paul A. Brown, M.D. 1995 -0- -0- -0- -0-
Chairman, Chief Executive Officer <F1> 1994 -0- -0- -0- -0-
1993 -0- -0- 100,000 -0-
Stephen J. Hansbrough 1995 $124,000 62,000 1,100,000 -0-
President, Chief Operating Officer 1994 $100,000 -0- 700,000 -0-
1993 Not applicable 250,000 -0-
Tommy E. Kee 1995 $ 70,000 31,000 50,000 -0-
Vice President, Chief Financial Officer 1994 $ 70,000 10,000 25,000 -0-
1993 Not applicable 100,000 -0-
- ---------------
<FN>
<F1> Dr. Brown is currently entitled to receive compensation at the rate of $100,000 per annum, but he
has waived payment of such compensation until the Company has had two successive fiscal quarters of
profitability.
</TABLE>
<PAGE> 7
Option Grants in Last Fiscal Year
The following table sets forth information with respect to the
grants of options to the named Executive Officers to purchase Common Stock:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable Value
at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term
- ----------------------------------------------------------------------------- --------------------------
Percent
of Total
Options
Granted to
Options/SARs Employees
Granted (#) in Fiscal Exercise Expiration
Name <F1> Year <F1> Price Date 5% 10%
- --------------------- ------------ ------------ ------------ ------------ ------------ ------------
<C> <C> <C> <C> <C> <C> <C>
Paul A. Brown, M.D. None None None None None None
Stephen J. Hansbrough 100,000 79% $0.865 09/29/05 $ 90,825 $ 95,150
1,000,000 $1.21 12/13/05 $1,270,500 $1,331,000
------------ ------------ ------------
1,100,00 $1,361,325 $1,426,150
============ ============ ============
Tommy E. Kee 50,000 4% $0.865 09/29/05 $ 45,413 $ 47,575
============ ============ ============
- ---------------
<FN>
<F1> HEARx did not award any SAR's during the fiscal year ended December 29, 1995.
</TABLE>
<PAGE> 8
Option Exercises and Fiscal Year-End Values
The following table sets forth information with respect to the unexercised
options to purchase Common Stock held by the Named Executive Officers at fiscal
year-end 1995:
<TABLE>
OPTION EXERCISE AND AGGREGATED FISCAL YEAR-END OPTION VALUE
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options at Options at
Fiscal Year-End Fiscal Year-End
(#) ($)
--------------------------- ---------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ------------ ---------- ------------ ------------- ------------ -------------
<C> <C> <C> <C> <C> <C> <C>
Paul A. Brown, M.D.
Chairman, Chief
Executive Officer -0- -0- 100,000 -0- -0- -0-
Stephen J. Hansbrough
President, Chief
Operating Officer 237,500 $181,140 62,500 1,750,000 $49,809 $840,975
Tommy E. Kee
Vice President,
Chief Financial
Officer -0- -0- 56,250 118,750 $46,899 $84,161
</TABLE>
Report of the Board of Directors on Compensation
Compensation decisions are made by the full Board of Directors. In
addition to base salary, compensation for the Company's executive officers may
include bonuses, stock options pursuant to the Company's stock option plan and
otherwise and stock grants pursuant to the Company's stock bonus plan. It is
the intention of the Board of Directors to use salary and bonuses as
compensation for current and past performance, while using stock options and
restricted stock grants to provide incentives for superior long-term
performance.
The Board of Directors does not use any formulas or other objective
criteria to establish compensation for its executive officers. Instead, the
decisions are based on subjective performance evaluations and, with respect to
executive officers other than Dr. Brown, the Company's Chief Executive Officer,
the salary and bonus recommendations of Dr. Brown. In light of the Company's
financial position, Dr. Brown determined to waive payment of any cash
compensation to him until the Company can achieve two successive quarters of
profitability. Based on advice from the Company's former independent auditors
to remedy an unintended adverse financial consequence to the Company of Dr.
Brown's salary waiver, the Company granted Dr. Brown an option in fiscal 1993
<PAGE> 9
to purchase 100,000 shares of the Company's Common Stock at a purchase price of
$2.00 per share. No options were granted to Dr. Brown in fiscal 1995 and 1994.
BOARD OF DIRECTORS
Paul A. Brown, M.D., Chairman
Thomas W. Archibald
Fred N. Gerard, Esq.
David J. McLachlan
Compensation Committee Interlocks and Insider Participation
Dr. Brown is the Chairman of the Board of Directors and the Company's Chief
Executive Officer. The other members of the Board of Directors are not
employees or former employees of the Company.
Common Stock Performance
As part of the executive compensation information presented in this
Form 10-K, the Securities and Exchange Commission requires a five-year
comparison of stock performance for the Company with stock performance of other
companies. The closing price of the Common Stock at December 29, 1995, was
$1.3282 per share. During 1995, the Common Stock was traded on the over-the-
counter market with prices being reported by the National Association of
Securities Dealers, Inc., OTC Bulletin Board Service ("NASDBB"). During the
middle of March, 1996, the Common Stock was traded on the American Stock
Exchange. The following chart depicts a comparison of five-year cumulative
total returns for each of the Company, the NASDAQ Stock Market - US and the
NASDAQ Non-Financial Index.
COMPARISON OF 63 MONTH CUMULATIVE TOTAL RETURN*
AMONG HEARx LTD., THE NASDAQ STOCK MARKET - US INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
[PERFORMANCE GRAPH]
Cumulative Total Return
-----------------------------------------------
9/90 9/91 9/92 9/93 12/93 12/94 12/95
----- ----- ----- ----- ----- ----- -----
HEARx Ltd. 100 200 260 190 200 220 409
Nasdaq Stock Market - US 100 157 176 231 236 230 325
Nasdaq Non-Financial 100 157 166 216 222 213 293
- ---------------
* $100 invested on 09/30/90 in stock or index, including reinvestment of
dividends, fiscal year ending December 31.
<PAGE> 10
Director Compensation
The Board of Directors received no cash compensation during the fiscal year
ended December 29, 1995, and it is not anticipated that the Board will receive
cash compensation during the current fiscal year. The Company does reimburse
out-of-pocket expenses for attendance at meetings.
Non-management directors (i.e., Messrs. Archibald, Gerard and McLachlan)
each received pursuant to the Company's shareholder approved Non-Qualified
Stock Option Plan for Non-Employee Directors an option to acquire 15,000 shares
of Common Stock at a price of $1.25 per share. These options are for a period
of ten years and vested immediately.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
the Common Stock to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten-percent shareholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 29, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with; except that one
report, relating to the sale of 76,000 shares was filed late by Paul A. Brown;
a report, relating to the sale of 60,000 shares, was filed late by Stephen J.
Hansbrough; and another report, relating to the acquisition of 24,242 shares,
was filed late by Tommy E. Kee.
<PAGE> 11
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth, as of December 29, 1995, the names of all
persons known by the Company to be the beneficial owners of more than five
percent of the Common Stock:
Amount and Nature
Name and Address of of Beneficial Percent
Title of Class Beneficial Owner Ownership (1) of Class
- -------------- -------------------------------- ------------------- --------
Common Stock Paul A. Brown, M.D. 12,463,317 shs. (2) 25.4%
471 Spencer Drive
West Palm Beach, FL 33409
Common Stock Minnesota Mining and 10,782,400 shs. (3) 18.4%
Manufacturing Company ("3M")
3M Center
St. Paul, MN 55144
Common Stock Hearing Health Services, Inc. 7,500,000 shs. (4) 13.5%
1016 West Ninth Avenue
King of Prussia, Pennsylvania
19406
- ---------------
(1) Each owner listed has both sole voting and sole investment power with
respect to all shares listed as owned.
(2) Assumes the conversion of all shares of Series C Preferred Stock into
1,040,000 shares of Common Stock, as well as the exercise of non-qualified
options to acquire 100,000 shares of Common Stock, all of which are
currently exercisable. Dr. Brown owns 100% of the Series C Preferred Stock
and the non-qualified stock option.
(3) Assumes the conversion by 3M of all its shares of Senior A, B, D, E, and G
Preferred Stock and all of the 11,000 shares of Senior C and 8,000 shares
of Senior F Preferred Stock which 3M has the option to acquire. 3M owns or
would own 100% of each series of the Senior Preferred Stock.
(4) The Schedule 13D filed by the group reflects an aggregate beneficial
ownership of 7,500,000 shares of Common Stock, consisting of the following:
Hearing Health Service, Inc. ("HHS") beneficial ownership of 5,000,000
shares issuable upon exercise of warrants and conversion of 2,500 shares of
1994 Preferred; Business Development Capital Limited Partnership-III
beneficial ownership of 648,000 shares issuable upon the conversion of 648
shares of 1994 Preferred; Abbingdon Venture Partners Limited Partnership-II
beneficial ownership of 162,000 shares issuable upon the conversion of 162
shares of 1994 Preferred; and Abbingdon Venture Partners Limited
Partnership ("Abbingdon") beneficial ownership of 1,690,000 shares issuable
upon the conversion of 1,690 shares of 1994 Preferred plus beneficial
ownership of the 5,000,000 shares issuable to HHS upon the conversion of
5,000 shares of 1994 Preferred. The Schedule 13D states that each member
of the group has sole power to vote or direct the voting and sole power to
dispose of or to direct the disposition of the shares beneficially owned by
it except that Abbingdon has sole voting and dispositive power only with
respect to 1,690,000 shares of Common Stock beneficially owned by it and
<PAGE> 12
shares such power with HHS with respect to the remaining 5,000,000 shares
of Common Stock owned beneficially by HHS. Abbingdon is the holder of
approximately 58% of the Common Stock of HHS. The percent of class stated
above for this group assumes conversion of all 1994 Preferred and exercise
by HHS of its warrants. The group members own 100% of the outstanding
shares of 1994 Preferred.
The following table sets forth, as of December 29, 1995, the number of
shares of Common Stock owned beneficially by each director, each Named
Executive Officer and by all directors and executive officers as a group.
Amount and Nature of Percent of
Name Beneficial Ownership (1) Class
- ----------------------------------------- ------------------------ ----------
Paul A. Brown, M.D. 12,463,317 (2) 25.4%
Stephen J. Hansbrough 162,863 (3) (9)
Tommy E. Kee 136,043 (4) (9)
Fred N. Gerard, Esq. 136,250 (5) (9)
David J. McLachlan 370,459 (6) (9)
Thomas W. Archibald 230,000 (7) (9)
All Directors and executive officers
as a group (8 persons) 13,754,256 (8) 27.7%
- ---------------
(1) Except as may be otherwise indicated, the named individuals have both sole
investment power and sole voting power with respect to all securities
listed as beneficially owned by them.
(2) See footnote (3) to the preceding table.
(3) Includes 62,500 Employee Stock Options.
(4) Includes 56,250 Employee Stock Options.
(5) Includes (i) 90,000 shares of Common Stock issuable upon the exercise of
non-qualified options granted, and (ii) 3,750 shares of Common Stock
issuable upon the exercise of common stock purchase warrants, which
warrants were purchased as part of a 1989 private placement.
(6) Includes (i) 90,000 shares of Common Stock issuable upon the exercise of
non-qualified options granted, (ii) 30,000 shares of Common Stock issuable
upon the exercise of Common Stock purchase warrants, which warrants were
purchased as part of a 1989 private placement.
(7) Includes (i) 45,000 shares of Common Stock issuable upon the exercise of
non-qualified options granted, and (ii) 125,000 shares of Common Stock and
37,500 Warrants from the 1994 Private Placement.
(8) Includes 535,250 shares of Common Stock issuable upon the exercise of
non-qualified options granted under the Management Plan.
(9) Does not exceed 1% of the class.
<PAGE> 13
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
a. Relationship with Minnesota Mining and Manufacturing Company
------------------------------------------------------------
Pursuant to a series of agreements, the first of which was executed in
October 1991, between the Company and Minnesota Mining and Manufacturing
Company ("3M"), 3M acquired from the Company or obtained options to acquire
from the Company shares of up to seven different series of senior preferred
stock at varying purchase prices. The Company also entered into a number of
different arrangements with 3M pursuant to which the Company became an
authorized distributor of hearing aids manufactured by 3M. 3M has exercised
all but two of its options to purchase senior preferred stock. Under certain
of the options and stock purchase agreements, the Company granted to 3M certain
rights to participate in future financings by the Company. In addition,
Paul A. Brown, M.D., the Chairman of the Board and Chief Executive Officer of
the Company, agreed with 3M that he would not sell for five years any shares of
Common Stock or securities convertible into or exchangeable for Common Stock;
he further agreed to afford 3M the right of first refusal to purchase all or
any portion of such shares and the right to approve any potential purchaser.
Dr. Brown's agreements with 3M do not apply to the sale in the open market or
the transfer by gift of up to 5% of Dr. Brown's security holdings (on a fully
converted basis).
On May 1, 1995, the Company reached an agreement with 3M to convert
$808,000 of accounts payable into long-term debt. This agreement provides for
conversion of a portion of this long-term debt into equity upon the Company
reaching certain product sales goals.
b. Transactions with Paul A. Brown, M.D.
-------------------------------------
At the end of 1994, Paul A. Brown, M.D., the Chairman of the Board and the
principal shareholder of the Company, had loaned a total of $1,675,000 to the
Company, which is evidenced by a note due on April 1, 1996, bearing interest at
a rate of prime plus three percent. This note was amended and restated in
early 1996 to provide that the Company will make no payments under the note
until such time as the 1996 Senior Preferred Stock has been redeemed by the
Company. During 1995, Dr. Brown loaned the Company an additional $270,000, on
a demand loan basis, which loan bears interest at the rate of prime plus three
percent. In early 1996, $100,000 of that amount was repaid to Dr. Brown.
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HEARx Ltd.
(Registrant)
Date: April 25, 1996 By: s/ Paul A. Brown, M.D.
---------------------------------
Paul A. Brown, M.D.
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------ ------------------------------ ---------------
s/ Paul A. Brown, M.D. Chairman of the Board; April 25, 1996
- ------------------------------ Chief Executive Officer
Paul A. Brown, M.D. and Director
s/ Stephen J. Hansbrough President and Chief April 25, 1996
- ------------------------------ Operating Officer
Stephen J. Hansbrough
s/ Tommy E. Kee Vice President and Chief April 25, 1996
- ------------------------------ Financial Officer
Tommy E. Kee
s/ David W. Forman Vice President - April 25, 1996
- ------------------------------ Facilities Management and
David W. Forman Corporate Secretary
s/ Donna L. Taylor Vice President - Operations April 25, 1996
- ------------------------------
Donna L. Taylor
s/ Fred N. Gerard Director April 25, 1996
- ------------------------------
Fred N. Gerard
s/ David J. McLachlan Director April 25, 1996
- ------------------------------
David J. McLachlan
s/ Thomas W. Archibald Director April 25, 1996
- ------------------------------
Thomas W. Archibald
