UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Executive Telecard, Ltd.
(Name of Issuer)
Common Stock, $.001 par value)
(Title of Class of Securities)
301601 10 1
(CUSIP Number)
S. Lee Terry, Jr.
Gorsuch Kirgis L.L.C.
1401 17th Street, Suite 1100
Denver, Colorado 80202
(303) 299-8913
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 1997
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X].
CUSIP No. 301601 10 1
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald L. Jensen
2) Check the Appropriate Box if a Member of a Group*
(a)
(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) Citizenship or Place of Organization
US
Number of Shares 7) Sole Voting Power 1,425,000
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 1,425,000
Person With 10) Shares Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
7.9%
14) Type of Reporting Person
IN
SCHEDULE 13D
RONALD L. JENSEN
Item 1 Security and Issuer
$.001 par value Common Stock ("the Shares") of Executive
Telecard, Ltd. (the "Company"), One Blue Hill Plaza, Suite 1650,
Pearl River, New York 10965
Item 2 Identity and Background
(a) Name: Ronald L. Jensen
(b) Business 5215 N. O'Connor, Suite 300
Address: Irving, Texas 75039
(c) Principal
Occupation
and Address: Chairman of the Board of UICI
5215 N. O'Connor, Suite 300
Irving, Texas 75039
(d) Criminal Proceedings: None
(e) Civil Proceedings: None
Item 3. Source and Amount of Funds or Other Consideration
On June 10, 1997, pursuant to an agreement with the Issuer, the
Reporting Person purchased 1,425,000 Shares from the Issuer for
an aggregate purchase price of $7,500,000. The Shares were
acquired with personal funds.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 1,425,000 Shares of Common Stock (7.9%) beneficially owned.
(b) Number of Shares as to which there is sole power to vote -
1,425,000; shared power to direct the vote - 0; sole power to
direct the disposition - 1,425,000; shared power to direct the
disposition - 0.
(c) See Item 3.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Material to be filed as Exhibits
Stock Purchase Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: 6-17-97 /s/Ronald Jensen
Ronald L. Jensen
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into this ---- day of June, 1997, by and between Executive
Telecard, Ltd., a Delaware corporation (the "Company") and Ronald Jensen
resident of the State of Texas with a business address at 5215 North
O'Connor, Suite 300, Irving, Texas 70539 (the "Purchaser").
In consideration of the premises and of the mutual
representations, warranties and covenants hereinafter set forth, the
Company and the Purchaser hereby agree as follows:
ARTICLE I
THE PURCHASE AND SALE
I.1 THE PURCHASE AND SALE. Subject to the terms and conditions
set forth herein, at the Closing described below, the Company will sell
and the Purchaser will purchase an aggregate of 1,425,000 shares (the
"Shares") of the Common Stock, $.001 par value per share, of the Company
(the "Common Stock") for an aggregate purchase price of $7,500,000 (the
"Purchase Price"). The Purchase Price shall be paid as provided in
Section 1.2.
I.2 THE CLOSING. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the principal offices of the
Company at One Blue Hill Plaza, Suite 1650, Pearl River, New York 10965 on
June 6, 1997 at 10:00 A.M. or at such other place or time as the parties
may agree (the "Closing Date"). At the Closing, (i) the Purchase Price
shall be payable by delivery of immediately available funds by wire
transfer to an account of the Company that shall be specified in writing
by the Company prior to the Closing, and (ii) the Company shall deliver to
the Purchaser a certificate representing the Shares.
I.3 TERMINATION OF THIS AGREEMENT. Anything contained in this
Agreement to the contrary notwithstanding, in the event that the Purchaser
fails to deliver immediately available funds representing the Purchase
Price by the close of business on the Closing Date, this Agreement shall
terminate and be of no force and effect without the requirement of any
notice from, or any action by, the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANY
The Company hereby represents and warrants to the Purchaser as
follows:
II.1 ORGANIZATION AND STANDING. The Company is a corporation
duly organized and existing under the laws of the State of Delaware and is
in good standing under such laws.
II.2 CORPORATE POWER. The Company has all requisite corporate
power and authority to enter into this Agreement and the Company will have
at the Closing Date all requisite corporate power to sell the Shares and
to carry out and perform its obligations under the terms of this
Agreement.
II.3 CAPITALIZATION. The authorized, issued and outstanding
capital stock of the Company consists of (i) 100,000,000 shares of Common
Stock and (ii) 5,000,000 shares of preferred stock, par value $.001 per
share. There are approximately 15,860,407 shares of the Company's Common
Stock and no shares of Preferred Stock currently issued and outstanding.
II.4 SEC REPORTS AND FINANCIAL STATEMENTS. The Company has
filed with the Securities and Exchange Commission (the "SEC"), and has
heretofore made available to the Purchaser true and complete copies of all
forms, reports, schedules, statements and other documents required to be
filed by it under the Securities Act of 1933, as amended (the "Securities
Act") and the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") (as such documents have been amended or supplemented since
the time of their filing, collectively, the "SEC Reports"). As of their
respective dates, the SEC Reports have been prepared in conformity with
Generally Accepted Accounting Principles consistently applied and as of
the dates indicated, and for the periods then ended, present fairly the
financial position and results of operations of the Company as of the
dates and for the periods indicated.
II.5 ABSENCE OF UNDISCLOSED LIABILITIES. Except as described in
the SEC Reports, the Company has no material debts, liabilities or
obligations of any kind, whether accrued, absolute, contingent or other,
whether due or to become due, except as incurred in the ordinary course of
business, that would have a material adverse effect on the Company.
II.6 ABSENCE OF CHANGES. Since December 31, 1996, the Company
has operated in the ordinary course of business consistent with past
practice. Since December 31, 1996, there has not occurred any change in
the financial condition, results of operations, assets, liabilities or
business of the Company which, in the aggregate, would have a material
adverse effect on the Company.
II.7 FULLY PAID SHARES. The Shares, when acquired by the
Purchaser will be fully paid and non-assessable, free of preemptive rights
and encumbrances, and will have the same rights under the Company's
certificate of incorporation and by-laws as all other shares of Common
Stock.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
The Purchaser represents and warrants to the Company as follows:
III.1 INVESTMENT INTENT, ETC. The Purchaser is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated
under the Securities Act. The Purchaser has received, examined and
reviewed copies of the Company's most recent reports, as amended, filed
under the Exchange Act and other publicly available documents requested by
him and recognizes that the investment in the Shares involves a high
degree of risk. The Purchaser has been advised that it may not be
possible to readily liquidate this investment. The Purchaser's overall
commitment to the Shares, which are not readily marketable, is not
disproportionate to his net worth, his investment in the Company will not
cause such overall commitment to become excessive, and he can afford to
bear the loss of his entire investment in the Company. The Purchaser has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of an investment in the Common
Stock of the Company. The Purchaser confirms that the Company has made
available to him the opportunity to ask questions of, and receive answers
from, the Company concerning the Company and the activities of the Company
and otherwise to obtain any additional information, to the extent that the
Company possesses such information or could acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information conveyed to him. The Purchaser hereby acknowledges that he
has been advised that this offering of Shares has not been registered
with, or reviewed by, the Securities and Exchange Commission because this
offering is intended to be a non-public offering pursuant to Section 4(2)
of the Securities Act. The Purchaser represents that the Shares are being
purchased for his own account, for investment purposes only and not with a
view towards distribution or resale to others. The Purchaser agrees that
he will not attempt to sell, transfer, assign, pledge or otherwise dispose
the Shares unless they are registered under the Securities Act or unless
in the opinion of counsel satisfactory to the Company an exemption from
such registration is available. The Purchaser understands that no
securities administrator of any state has made any finding or
determination relating to the fairness of this investment and that no
securities administrator of any state has recommended or endorsed, or will
recommend or endorse, the offering of the Shares. The execution, delivery
and performance by the Purchaser of this Agreement will not constitute or
result in a breach or default under, or conflict with, any order, ruling
or regulation of any court or other tribunal or of any governmental
commission or agency, or any agreement or other undertaking, to which the
Purchaser is a party or by which he is bound. The Purchaser has relied
solely upon the advice of its own tax and legal advisors with respect to
the tax and other legal aspects of this investment. The Purchaser is
purchasing the Shares for his account, and not in any agency, fiduciary or
similar capacity. The source of the funds evidencing the Purchase Price
are from legally available funds of the Purchaser.
III.2 LEGENDS. The Purchaser understands that the certificates
evidencing the Shares will bear a legend substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT
SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO AND THEY SHALL
HAVE BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE APPROPRIATE
STATE SECURITIES LAWS OR (II) IN THE OPINION OF COUNSEL TO THE
CORPORATION, REGISTRATION AND QUALIFICATION UNDER THE ACT AND
THE SECURITIES LAWS OF THE APPROPRIATE STATE IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED TRANSFER."
The legend referred to above shall be removed by the Company
from any certificate at such time as the holder of the shares represented
by the certificate at such time as the holder of the shares represented by
the certificate delivers an opinion of counsel reasonably satisfactory to
the Company to the effect that such legend is not required in order to
establish compliance with any provisions of the Securities Act, or at such
time as the holder of such shares satisfies the requirements of Rule
144(k) under the Securities Act, as then in effect with respect to such
shares.
III.3 RISK FACTORS. The Purchaser has conducted his own due
diligence with respect to all aspects of this transaction and is familiar
with the risk factors inherent in the purchase of the Shares, and has been
fully apprised of the facts and circumstances in connection with the (i)
action commenced against the Company in the United States District Court
for the Southern District of New York (Civil No. 94-CIV-7846 (CLB)), and
(ii) that the Company is indebted to ING Capital Corporation in an amount
of approximately $10,000,000 which indebtedness is currently due to be
repaid on or before June 25, 1997. The Purchaser is aware that all or a
portion of the proceeds from this investment may be used to repay such
indebtedness.
ARTICLE IV
COVENANTS OF THE COMPANY AND THE PURCHASER
IV.1 BOARD REPRESENTATIVE. The Company shall appoint the
Purchaser and one of his designees to its Board of Directors at the
earliest practical date following the Closing Date and shall nominate and
recommend the re-election of the Purchaser and such designee at its next
Annual Meeting of Stockholders. In the event that the Purchaser is
elected to the Board of Directors at such Annual Meeting, the Company
shall appoint the Purchaser as its Chairman of the Board at the earliest
practical date following such Annual Meeting.
IV.2 LOCK-UP. In the event that the Company commences an
offering of its securities, the Purchaser agrees to enter into agreement
with the managing underwriter of such offering, and perform its
obligations under a lock-up agreement similar in form and substance to
lock-up agreements executed by other executive officers and directors of
the Company.
IV.3 FURTHER ACTS WITHOUT COMPANY CONSENT. So long as the
Purchaser is a member of the Company's Board of Directors and for a period
of one (1) year thereafter, without the express written consent of all
members of the Company's Board of Directors, the Purchaser will not
directly or indirectly:
(a) make, or in any way participate in, any "solicitation"
or "proxies" (as such terms are defined or used in Regulation 14A under
the Exchange Act) or become a "participant" in any "election contest" (as
such terms are defined or used in Rule 14a-11 under the Exchange Act); or
(b) publicly oppose any duly authorized Board of Director
action or recommendation.
IV.4 TRANSFER RESTRICTIONS. (a) So long as the Purchaser is a
member of the Company's Board of Directors and for a period of one (1)
year thereafter, the Purchaser will not, directly or indirectly, transfer,
assign, pledge, sell, hypothecate or otherwise dispose (a "disposition")
of any capital stock of the Company owned by him without the express
written consent of all other members of the Company's Board of Directors,
except (1) transfers to members of the Purchaser's immediate family or
charitable trusts set up for the benefit of such family members provided
that such family member or trust agrees to be bound to the provisions of
this Agreement including Sections 4.3 and 4.4 hereof, or (2) if either the
following conditions are satisfied with respect to such disposition:
(i) Such disposition is made pursuant to Rule 144 of the
Securities Act and is in accordance with provisions (e), (f) and (g)
thereof; or
(ii) Such disposition is made pursuant to an effective
registration statement under the Securities Act.
(b) Any transfer of shares of the Common Stock in violation of
this Section 4.4 may be suspended on the books of the Company.
ARTICLE V
REGISTRATION OF SHARES
V.1 "PIGGYBACK REGISTRATION". (a) If the Company at any time
or from time to time during the three (3) year period commencing on the
one year anniversary of the Closing Date proposes to register any Common
Stock under the Securities Act (other than pursuant to a registration
statement (including pre-effective amendments thereto) (i) on Form S-8 or
any successor form to such form, (ii) on Form S-4 or any successor form to
such form, (iii) filed in connection with an exchange offer or an offering
of Common Stock or of securities convertible or exchangeable into Common
Stock made solely to its existing shareholders in connection with a rights
offering or solely to employees of the Buyer, or a post-effective
amendment to any then effective registration statement), it will give
written notice to the Purchaser of its intention at least twenty (20) days
in advance of the filing of any Registration Statement with respect
thereto. Upon written request of the Purchaser given within fifteen (15)
days after receipt of such notice, the Company subject to Section 5.1(b)
below, will cause the Shares and/or the resale of the Shares requested by
the Purchaser to be registered, to be so registered.
(b) (i) In the case of an underwritten offering by the Company
of Common Stock, the Company shall, with respect to Shares that the
Purchaser then desires to sell, enter into an underwriting agreement with
the same underwriters engaged by the Company with respect to securities
being offered by the Company and cause such underwriters to include in any
such underwriting all of the Common Shares that the Purchaser then desires
to sell; PROVIDED, HOWEVER, that such underwriting agreement is in
substantially the same form as the underwriting agreement that the Buyer
enters into in connection with the primary offering it is making.
(ii) If the managing underwriter with respect to an
offering pursuant to this Section 5.1 requests in writing that the number
of Shares of the Purchaser that are entitled to be registered pursuant to
this Section 5.1 be reduced because in the judgment of the managing
underwriter the offering would be materially and adversely affected, then
the Shares that the Purchaser wishes to register pursuant to this Section
5.1 shall be reduced by such amount as the managing underwriter may
determine in writing so as to not materially and adversely affect the
proposed offering, which reduced number of Shares shall be included in
such offering.
Notwithstanding the provisions of this Section 5.1, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 5.1 (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to
file any such proposed registration statement, or to withdraw the same
after the filing but prior to the effective date thereof.
V.2 REGISTRATION PROCEDURES. Each Registration Statement filed
pursuant to this Article V shall be pursuant to the procedures set forth
below:
(a) The Company shall notify the Purchaser promptly after it
shall receive notice thereof, of the date and time when such Registration
Statement and each post-effective amendment thereto has become effective
or a supplement to any prospectus forming a part of such Registration
Statement has been filed;
(b) The Company shall furnish to the Purchaser such reasonable
number of copies of the Registration Statement and prospectus and such
other documents as Purchaser may reasonably request in order to facilitate
the public offering of the Shares;
(c) The Company shall use its best efforts to register or
qualify the Shares covered by such Registration Statement under such state
securities or blue sky laws of such jurisdictions as the Purchaser may
reasonably request, PROVIDED, HOWEVER, that the Company shall not be
obligated to file any general consent to service of process or to qualify
as a foreign corporation in any jurisdiction in which it is not so
qualified or to subject itself to taxation in connection with any such
registration or qualification of such securities;
(d) The Company shall notify the Purchaser participating in
such registration promptly of any request by the SEC for the amending or
supplementing of such Registration Statement or prospectus or for
additional information. The Purchaser agrees that, upon receipt of any
notice from the Company of the occurrence of any event of the kind
described in this subsection (d), the Purchaser will forthwith discontinue
the offer and sale of Shares pursuant to the Registration Statement
covering such Shares until receipt by the Purchaser and underwriters of
the copies of such supplemented or amended prospectus and, if so directed
by the Company, the Purchaser will deliver to the Company all copies,
other than permanent file copies then in the Purchaser' possession, of the
most recent prospectus covering such Shares at the time of receipt of such
notice; and
(e) The Company shall advise the Purchaser participating in
such registration, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the SEC suspending
the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best
efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued.
V.3 EXPENSES OF REGISTRATION. All expenses of the Company
incident to the Company's performance of or compliance with the provisions
of this Article V shall be borne by the Company including without
limitation:
(a) All registration and filing fees;
(b) Fees and expenses of compliance with all securities or blue
sky laws (including fees and disbursements of counsel for the Company in
connection with blue sky qualifications of the Shares; PROVIDED, HOWEVER,
that the Company shall not be required to consent to general service of
process in any such state); and
(c) Fees and disbursements of counsel for the Company and its
independent auditors.
Nothing in this Section 5.3 shall be deemed to require the
Company to pay or bear any expenses of the Purchaser's attorneys or
accountants or any other personal expenses or any underwriting discounts
relating to the Common Shares, selling commissions or similar fees
attributable pro rata to the Common Shares if such registration results in
an Underwritten Offering of all or any portion of the Common Shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
VI.1 AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified or supplemented only by written agreement of Purchaser and the
Company.
VI.2 WAIVER. Any breach of any obligation, covenant, agreement
or condition contained herein shall be deemed waived by the non-breaching
party, only by a writing, setting forth with particularity the breach
being waived and the scope of the waiver, but such waiver shall not
operate as a waiver of, or estoppel with respect to, any subsequent or
other breach. No waiver shall be implied from any conduct or action of
the non-breaching party. No failure or delay by any party in exercising
any right, power or privilege hereunder or under the Documents and no
course of dealing by any party shall operate as a waiver and any right,
power or privilege hereunder or under any Document nor shall any single or
partial exercise thereof or the exercise of any other right, power or
privilege.
VI.3 NOTICES. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given when delivered by hand:
(a) if to the Company to:
Executive Telecard, Ltd.
One Blue Hill Plaza, Suite 1650
P.O. Box 1769
Pearl River, New York 10965
Attn: John Gitlin, Esq.
with a copy (which shall not constitute notice) to:
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
Attention: Ilan Reich, Esq.
(b) if to Purchaser, to:
Ronald Jensen
c/o UICI
5215 North O'Connor, Suite 300
Irving, Texas 70539
or to such other address as any party shall have specified by notice in
writing to the other in compliance with this Section 6.3.
VI.4 BINDING NATURE AGREEMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but neither
this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto without prior written
consent of the other parties.
VI.5 ACKNOWLEDGEMENT BY THE PURCHASER. The Purchaser has been
informed that the Company's Common Stock is publicly-traded on the Nasdaq
National Market and that the Purchase Price for the Shares may bear no
relation to the future market value or book value of the Common Stock.
The Purchaser further acknowledges that he has reviewed such information
as he deems appropriate to evaluate whether to enter into this Agreement.
The Purchaser further acknowledges that he is not relying on any oral
information or representations from the Company or any other person,
including representatives of the Company in connection with his decision
to enter into this Agreement, including the Company's financial condition,
prospects, present or future results of operations, business plans or the
potential for future appreciation in the Company's Common Stock.
VI.6 GOVERNING LAW. This Agreement and the legal relations
among the parties hereto shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed therein.
VI.7 EXPENSES. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or
expense.
VI.8 COUNTERPARTS. This Agreement may be signed in counterparts
with the same effect as if both parties had signed one and the same
instrument.
VI.9 FORM OF SIGNATURE. The parties hereto agree to accept a
facsimile transmission copy of their respective signatures as evidence of
their respective actual signatures to this Agreement; PROVIDED HOWEVER,
that each party who produces a facsimile signature agrees, by the express
terms hereof, to place, immediately after transmission of its signature by
fax, a true and correct original copy of its signature in overnight mail
to the address of the other party.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement
to be duly executed the day and year first above written.
EXECUTIVE TELECARD, LTD.
By: /s/Anthony Balinger
Name: Anthony Balinger
Title: Chief Executive Officer
RONALD JENSEN
/s/Ronald Jensen
