SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 12, 1996
Medcross, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-17973 59-2291344
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3227 Bennet Street North, St. Petersburg, Florida 33713
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (813) 521-1793
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
A Complaint was filed on April 12, 1996, by JW Charles Financial Services, Inc.
("JWC") against Medcross, Inc. (the "Company") in Palm Beach County Florida
Circuit Court, JW Charles Financial Services, Inc. v. Medcross, Inc., Case
No: CL96-3218. JWC was issued a Common Stock Purchase Warrant ("Warrant") on
or about November 3, 1994 by the Company. The alleged terms of the Warrant
granted JWC the right to purchase from the Company 250,000 shares of the
Company's Common Stock subject to adjustment. On or about February 12, 1996,
JWC made written demand to the Company to invoke its rights to have the common
shares underlying the Warrant registered pursuant to the terms of the Warrant.
The Complaint alleges that the Company breached the terms of the Warrant by
failing to prepare and file with the Securities and Exchange Commission ("SEC"),
a registration statement covering the common stock underlying JWC's Warrant.
JWC alleges a breach of contract; and requests specific performance, i.e.,
registering the shares with the SEC, against the Company. JWC also demands
damages in the amount of $2,728,478.00 plus interest, reasonable attorneys fees,
and forum costs. The Company believes that it has a meritorious defense to the
Complaint.
On April 17, 1996, the Board of Directors appointed Clay Wilkes as a director
of the Company to fill the vacancy on the Board of Directors created by the
resignation in July 1995 of Bijan Taghavi as a director of the Company. Mr.
Wilkes is a Class I director whose term of office will expire at the next
succeeding shareholders meeting.
The Company completed its acquisition of I-Link Worldwide, Inc. as reported in
the Company's current report on Form 8-K, dated February 23, 1996, and has
changed the focus of its business pursuant to such acquisition. The Company has
therefore appended and updated Statement of Risk Factors, as Exhibit 99, which
is incorporated herein by reference.
Item 7. Exhibits.
(c) Exhibits
Page
99 Statement of Risk Factors . . . . . . . . . 4
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDCROSS, INC.
/s/ Henry Y.L. Toh
By: Henry Y.L. Toh
President, CEO, Acting CFO
Date
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EXHIBIT 99
STATEMENT OF RISK FACTORS
On February 13, 1996, the Company closed its acquisition of all of the issued
and outstanding common stock of I-Link Worldwide, Inc., a Utah corporation
("I-Link") from ILINK, Ltd., a Utah limited partnership (the "I-Link
Acquisition"). I-Link provides network services, including internet to
individuals and businesses in the United States. Inasmuch as the focus of the
Company's business has shifted as a result of the Company's acquisition of
I-Link, prospective investors in the Company's securities should consider very
carefully the following risk factors in addition to the information set forth
in the Company's public reports:
Ongoing Capital Requirements; Need to Raise Additional Financing
The conduct of the Company's business and the continued implementation of its
business plans and operations (including those of the Company's newest
subsidiary, I-Link Worldwide, Inc. ("I-Link")) will require the availability of
additional funds in the future. While the Company currently has no material
commitments for capital or other expenditures, other than as set forth herein
and in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 (File No. 0-17973), it is the Company's intention to continue
to implement the growth of its business and expand its operations (including
those of I-Link). The Company will require additional financing in order to
successfully integrate the business of I-Link, to fund the cash flow operating
deficit of I-Link, to expand its business and to discharge outstanding
indebtedness. If needed, there can be no assurance that the Company will be
able to successfully negotiate or obtain additional financing. Nor can there
be any assurance that, if available, such financing will be on terms favorable
or acceptable to the Company or its securityholders. The Company has a line of
credit (the "Line of Credit") with First Union National Bank ("FUNB"). As of
the date hereof, there is $340,000 outstanding thereunder. The Company is
currently, and has been for several months, in violation of certain financial
covenants contained in the loan agreement governing the Line of Credit,
including covenants relating to: (i) cash balances; (ii) consolidated equity;
(iii) debt-to-equity ratios; and (iv) cash flow coverage ratios. FUNB has
previously waived such non-compliance. However, the Company and FUNB have
reached an agreement pursuant to which the Company has agreed to secure
alternative financing to repay amounts outstanding under the Line of Credit by
June 30, 1996. In the event that the Company is unable to secure such
financing, the Company will be obligated to repay amounts outstanding under the
Line of Credit in increments of $10,000 per month commencing July 1, 1996,
subject to negotiation of the terms of a balloon payment thereafter. In the
event that the Company needs additional financing, the absence thereof or the
lack of availability thereof on favorable terms could have a material adverse
impact on the Company.
Acquisition of Development Stage Business; Going Concern Issues
I-Link is in the development stage. I-Link and its predecessor, ILINK, Ltd.
have not achieved their planned level of operations or realized significant
revenues and have incurred significant losses. One vendor of I-Link recently
initiated litigation to collect amounts allegedly owed to them on account by
I-Link. The vendor is alleging damages of $56,996. I-Link believes it has
meritorious defenses to such claim. I-Link's continued existence, had the
I-Link Acquisition not occurred, would be questionable in that such existence
would be dependent upon I-Link's ability to obtain additional financing. While
it is management's belief that the Company will be able to continue
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operation of I-Link's business, there could have been no assurance either as to
the ability of I-Link to continue as a going concern or to sustain its
operations.
Reliance on Key Management Personnel; Lack of Prior Experience in Network
Services
The Company's operations are dependent upon the continued efforts and
employment of its senior management. The officers of the Company have the
principal responsibility for management of the Company and are responsible for
making recommendations to the Board of Directors which exercises final
authority over business decisions. Consequently, the loss of the services of
any of the officers or directors could be detrimental to the Company. Recently,
I-Link Worldwide, Inc. executed a three year employment agreement with John
Edwards, providing for Mr. Edwards to serve as the Chief Executive Officer of
I-Link Worldwide, Inc. Mr. Edwards participated in the development of Novell's
core product, Netware 3.x business during his tenure at Novell. Moreover, the
Company relies upon the services of Henry Y.L. Toh as the President and Chief
Executive Officer of the Company and upon the services of Po Shin Wong as the
Chairman of the Board of Directors. Although I-Link has entered into three-
year employment agreements with John Edwards, Alex Radulovic and Clay Wilkes,
an officer of I-Link and Director of the Company, and expects to retain certain
of I-Link's employees, none of the Company's present officers or directors other
than Mr. Wilkes has been involved in the business of providing network services.
The Company's operations, as expanded to include I-Link's business, are
dependent upon the continued efforts and employment of John Edwards, Clay
Wilkes, formerly an employee, limited partner and an officer of the general
partner of I-Link, Ltd. (and subsequently, an employee, officer and director
of I-Link Worldwide Inc.) and Alex Radulovic, formerly an employee and a
limited partner of I-Link, Ltd. (and subsequently an employee of I-Link
Worldwide Inc.). Messrs. Wilkes and Radulovic have been instrumental in the
formation and development of I-Link's business and it is anticipated that the
Company will continue to rely on their services. I-Link has entered into
employment agreements with John Edwards and with Messrs. Wilkes and Radulovic,
both of which are dated as of February 21, 1996, and, anticipates that it may
enter into employment agreements with certain other key employees of I-Link.
Company Growth Strategy and Acquisition Activities
The Company's growth strategy is dependent upon its ability to offer its
services in broad geographical areas and to expand its services by the possible
acquisition of businesses such as that of I-Link. The Company intends to
acquire such companies with cash, equity securities (such as common stock or
preferred stock) and/or debt instruments. To the extent that the Company issues
equity securities in connection with such acquisitions (as in the I-Link
Acquisition), the equity interest of the Company's then current stockholders
will be diluted. Notwithstanding the foregoing, there can be no assurance that
the Company will be able to acquire such additional businesses, that it will be
able to use its securities in connection with such acquisitions or that it will
have the necessary capital resources to acquire such businesses.
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Success of Acquisitions
To the extent that the Company plans to acquire, has acquired or is in the
process of acquiring businesses that are not in the Company's line of business,
such as that of I-Link, there can be no assurance that the Company will be able
to successfully integrate and/or operate such businesses. Notwithstanding the
foregoing, it is the Company's goal in such instances to pursue relationships
with persons (officers, directors and/or employees) who are key to the operation
of such businesses in order to secure smooth integration and successful
operation of such businesses.
Expectation of Growth
The Company plans to expand I-Link's network to over 60 POPs by the end of
calendar 1996. Such expansion will require capital expenditures of $10,000 to
$25,000 per POP, which the Company will have to raise in the capital markets.
There is no assurance that such capital will be available or that it will be
available on terms beneficial to the Company. Moreover, the Company's ability
to effectively achieve growth will require it to implement and improve
operational, financial and management information systems and to train,
motivate and manage employees, as well as to create new and expand existing POPs
and successfully market I-Link's product and services. These demands may
require the addition of new management personnel and the development of
additional expertise by existing management. Failure to enhance customer
support resources adequately to support increases in subscribers, or to
adequately expand and enhance telecommunications infrastructure, may adversely
affect the Company's ability to successfully conduct I-Link's business in the
future. There can be no assurance that customer support or other resources
will be sufficient to achieve future growth or that the Company will be able to
implement in whole or in part the planned expansion. Any failure to do so
could have a material adverse effect on the Company's future operating results.
Internet-Related Business Competition
The market for network access services is extremely competitive. Given that
there are no substantial barriers to entry, the Company expects I-Link's
business competition to intensify in the future. The Company believes that its
ability to compete in I-Link's business successfully will depend upon a number
of factors, including market presence; the capacity, reliability and security
of I-Link's network infrastructure; ease of access to and navigation of the
Internet or other such networks; the pricing policies of competitors and
suppliers; the timing of introductions of new products and services into the
industry; the Company's ability in the future to support existing and emerging
industry standards; and industry and general economic trends.
I-Link's current and prospective competitors include many large companies that
have substantially greater market presence and financial, technical, marketing
and other resources than the Company. The Company expects to compete directly
or indirectly with the following categories of companies: (i) other national
and regional commercial Internet service providers, such as Performance Systems
International ("PSI"), Bolt Beranek & Newman, Inc. ("BBN") and UUNET
Technologies ("UUNET"); (ii) established on-line services companies that
currently offer or are expected to offer Internet access, such as America
Online, Inc. ("AOL"), CompuServe Incorporated ("CompuServe") (a division of H&R
Block, Inc.), Prodigy Services Company ("Prodigy") (a joint venture of
International Business Machines Corp. ("IBM") and Sears, Roebuck and Co.),
GEnie ("GEnie") (a division of General Electric Information Services), and
Delphi Internet Services ("Delphi") (a division of News Corp.); (iii) computer
hardware and software and other technology companies, such as IBM and Microsoft
Corp. ("Microsoft"); (iv) national long distance carriers, such as AT&T
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Corp. ("AT&T"), MCI Communications Corp. ("MCI") and Sprint Corp. ("Sprint")
that currently offer electronic messaging services; (v) regional telephone
companies, such as Pacific Bell; (vi) cable operators, such as
Tele-Communications, Inc.; and (vii) nonprofit or educational Internet service
providers.
Although most of the established on-line services companies and tele-
communications companies currently offer only limited Internet access, many of
such companies have announced plans to offer expanded Internet access. It is
expected that all of the major on-line services companies will eventually
compete fully in the Internet access market. Certain companies, including AOL,
BBN, CompuServe and PSI, have obtained or expanded their Internet access
products and services as a result of acquisitions. In addition, it is likely
that new competitors, including large computer hardware and software media and
telecommunications companies such as the regional telephone companies, will
enter the Internet access market, resulting in even greater competition for the
Company.
Competition in the markets in which I-Link operates is expected to focus
increasingly on overseas markets, where Internet access services are just
beginning to be introduced. I-Link does not currently compete in overseas
markets, and to the extent the ability to provide access services overseas
becomes a competitive advantage in the Internet access industry, the Company
may be at a competitive disadvantage relative to other competitors,
notwithstanding plans to expand to overseas markets.
I-Link intends to compete through the establishment of brand identity and
through the establishment of numerous POPs, both of which will require that the
Company raise substantial additional capital. Increased competition could
result in significant price competition, which in turn could result in
significant reductions in the average selling price of I-Link's services. In
addition, competition could result in increased selling and marketing expenses
and related subscriber acquisition costs, which could adversely affect the
profitability of I-Link's business. There can be no assurance that the Company
will be able to offset the effects of any such price reductions through
increases in the number of its subscribers, higher revenue from enhanced
services, cost reductions or otherwise. Increased competition, price or other-
wise, could hamper the Company's abilities to increase the market share I-Link
currently has, could result in erosion of I-Link's existing but modest market
share and could adversely affect the Company's overall operating results.
There can be no assurance that the Company will have the financial resources,
technical expertise or marketing and support capabilities to compete
successfully in I-Link's business in the future.
Dependence on Suppliers
I-Link relies on other companies to provide data communications capacity via
leased telecommunications lines. A majority of the leased telecommunications
lines used by I-Link are currently provided by AT&T. If AT&T is unable or
unwilling to provide or expand its current levels of service to the Company in
the future, the Company's operations could be materially adversely affected.
Although leased telecommunications lines are available from several alternative
suppliers, there can be no assurance that the Company could obtain substitute
services from other providers at reasonable or comparable prices or in a timely
fashion. The Company is also subject to risks relating to potential disruptions
in such telecommunications services. No assurance can be given that significant
interruptions of telecommunications services to the Company will not occur in
the future.
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I-Link is also dependent on certain third party suppliers of hardware
components. Although I-Link currently attempts to maintain a minimum of two
vendors for each required product, certain components used by I-Link in
providing networking services are currently acquired from only one source.
I-Link may from time to time experience delays in the receipt of certain hard-
ware components. A failure by a supplier to deliver quality products on a
timely basis, or the inability to develop alternative sources if and as
required, could result in delays which could materially adversely affect the
Company's ability to integrate, conduct and implement expansion of I-Link's
business.
Software and Service Development; Technological Change
The Company's success in I-Link's business is highly dependent upon its ability
to develop new software and services that meet changing customer requirements.
The market for I-Link's services is characterized by rapidly changing
technology, evolving industry standards, emerging competition and frequent new
software and service introductions. There can be no assurance that the Company
can successfully identify new service opportunities and develop and bring new
software and services to the market in a timely manner, or that software,
services or technologies developed by others will not render I-Link's software,
services or technologies noncompetitive or obsolete in the future. The Company
will also be at risk to fundamental changes in the way Internet access services
are delivered. Currently, Internet services are accessed primarily by computers
and are delivered by telephone lines. If the Internet becomes accessible by
screen-based telephones, television or other consumer electronic devices, or
customer requirements change the way Internet access is provided, the Company
will have to develop new technology or modify existing technology to accommodate
such developments. The Company's pursuit of technological advances may require
substantial time and expense, and there can be no assurance that the Company
will succeed in adapting the Internet services currently provided by I-Link
business to alternate access devices and conduits.
Dependence on Network Infrastructure, Risk of System Failure, Security Risks
The future success of the Company's ability to provide the Internet services
currently provided by I-Link will depend upon the capacity, reliability and
security of its network infrastructure. The Company must expand and adapt
network infrastructure as the number of users and the amount of information
they wish to transfer increases and to meet changing customer requirements.
The expansion and adaptation of the network infrastructure will require
substantial financial, operational and management resources. There can be no
assurance, however, that the Company will be able to expand or adapt the
network infrastructure to meet additional demand or subscribers' changing
requirements on a timely basis, at a commercially reasonable cost, or at all,
or that the Company will be able to deploy successfully the contemplated network
expansion. Any failure of the Company to expand the network infrastructure, as
needed, on a timely basis or to adapt to changing subscriber requirements or
evolving industry standards could have a material adverse effect on the
Company's overall business, financial condition and results of operations in
the future.
A company's success in providing Internet access services is, in large part,
dependent on its ability to protect computer equipment against damage from fire,
earthquakes, power loss, telecommunications failures and similar events. A
significant portion of I-Link's computer equipment is located in Austin, Texas.
Any damage or failure that causes interruptions in the Company's ability to
conduct I-Link's business in the future could have a material adverse effect on
the Company's overall performance in the future.
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Despite the implementation of security measures, the infrastructure is also
vulnerable to computer viruses or similar disruptive problems caused by
subscribers or other Internet users. Computer viruses or problems caused by
third parties could lead to interruptions, delays or cessation in service to
subscribers. Furthermore, inappropriate use of the Internet by third parties
could also potentially jeopardize the security of confidential information
stored in the computer systems of subscribers, which may deter potential
subscribers from subscribing to the services currently provided by I-Link or to
be provided in the future by the Company. Alleviating problems caused by
computer viruses or problems caused by third parties may require interruptions,
delays or cessation in service to subscribers, which could have a material
adverse effect on the Company's operation of I-Link's business in the future.
Furthermore, until more comprehensive security technologies are developed, the
security and privacy concerns of existing and potential subscribers may inhibit
the growth of the Internet service industry in general and the Company's
subscriber base and revenues in particular.
Dependence on Distribution and Marketing Relationships
A company's success in penetrating markets for Internet access services depends
in large part on a company's ability to maintain and develop relationships with
leading companies that market computer products and to cultivate alternative
relationships if distribution channels change. Although the Company will
attempt to cultivate such relationships in the future and I-Link has been
successful at cultivating such relationships in the past, there can be no
assurance that the Company will be successful.
New and Uncertain Market
The market for Internet connection services and related software products is in
an early stage of growth. Since the market is relatively new and because current
and future competitors are likely to introduce competing Internet access and/or
on-line services and products, it is difficult, if not impossible, to predict
the rate at which the market will grow or at which new or increased competition
will result in market saturation. The novelty of the market for Internet access
services may also adversely affect the Company's ability to retain new
customers, as customers unfamiliar with the Internet may be more likely to dis-
continue the services after an initial trial period than other subscribers. If
demand for Internet services fails to grow, grows more slowly than anticipated
or becomes saturated with competitors, the Company's overall business,
operating results and financial condition could be adversely affected as a
result thereof. Although the Company intends to support emerging standards in
the market for Internet access, there can be no assurance that industry
standards will emerge or, if they become established, that the Company will be
able to conform to such new standards in a timely fashion sufficient to maintain
a competitive position in the market.
In order to realize subscriber growth, the Company must be able to replace
terminating subscribers and attract additional subscribers. However, the sales
and marketing expenses and subscriber acquisition costs associated with
attracting new subscribers are substantial. Accordingly, the Company's ability
to improve operating margins will depend in part on the ability to retain
subscribers. The Company plans to invest significant resources in the tele-
communications infrastructure, customer support resources, sales and marketing
expenses and subscriber acquisition costs. There can be no assurance that the
Company's future efforts in this area will improve subscriber retention. Since
the Internet market is new and the utility of available services is not
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well understood by new and potential subscribers, it is not possible to predict
future subscriber retention rates.
Government Regulation of Internet-Related Business
I-Link is not currently subject to direct regulation by the Federal
Communications Commission or any other agency, other than regulations applicable
to businesses generally. Changes in the regulatory environment relating to the
Internet access industry, including regulatory changes which directly or
indirectly affect telecommunication costs or increase the likelihood or scope of
competition from regional telephone companies or others, could have an adverse
effect on the Company's business. The Company cannot predict the impact, if
any, that future regulation or regulatory changes may have on its or I-Link's
business.
Potential Liability for Content of Information on Internet
Recent legislative proposals aimed at limiting the use of the Internet to
transmit certain content and materials could, if enacted, result in significant
potential liability to Internet access providers. Legal actions have been
brought against various companies which provide services such as those provided
by I-Link relating to electronic messages posted by such companies' subscribers.
Such actions present the potential, particularly if the plaintiffs are
successful, for increased focus and attempts to impose liability upon Internet
access providers for information disseminated through their systems.
Certain Related Party Transactions
During the first quarter of fiscal 1995, the Company received advances totalling
$218,000 from Mortgage Network International. Henry Y.L. Toh, the President and
Chief Executive Officer of the Company, has management control over Mortgage
Network International ("MNI"). Such advances were previously payable upon
demand. Subsequent to the extension of such advances, the Board of Directors
approved delivery of a promissory note representing the aggregate amount of such
advances, which promissory note matured by its terms on October 1, 1995 and
bears interest at one percent over the prime rate of interest established by
Southwest Bank of Texas, N.A. Subsequently, the Company and MNI modified the
Note such that: (i) a principal payment in the amount of eighty-eight thousand
dollars ($88,000) is due and payable on December 31, 1996; (ii) interest thereon
is payable monthly at the rate of 10.5%; and (iii) the remaining principal
amount of one-hundred thirty thousand dollars ($130,000) with interest thereon
at the rate of 10.5% will be paid in thirty-six (36) equal monthly payments of
four-thousand two-hundred twenty-five dollars and thirty-two cents ($4,225.32).
Litigation
A Complaint was filed on April 12, 1996, by JW Charles Financial Services, Inc.
("JWC") against the Company in Palm Beach County Florida Circuit Court, JW
Charles Financial Services, Inc. v. Medcross, Inc., Case No: CL96-3218. JWC
was issued a Common Stock Purchase Warrant ("Warrant") on or about November 3,
1994 by the Company. The alleged terms of the Warrant granted JWC the right to
purchase from the Company 250,000 shares of the Company's Common
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Stock subject to adjustment. On or about February 12, 1996, JWC made written
demand to the Company to invoke its rights to have the common shares underlying
the Warrant registered pursuant to the terms of the Warrant. The Complaint
alleges that the Company breached the terms of the Warrant by failing to prepare
and file with the Securities and Exchange Commission ("SEC"), a registration
statement covering the common stock underlying JWC's Warrant. JWC alleges a
breach of contract; and requests specific performance, i.e., registering the
shares with the SEC, against the Company. JWC also demands damages in the
amount of $2,728,478.00 plus interest, reasonable attorneys fees, and forum
costs. The Company believes that it has a meritorious defense to the Complaint.
Health Care Industry Competition
It is common for hospitals, physicians, physician groups, and others in the
health care field to form ventures to own and operate medical equipment. The
Company is in competition with such groups. There are many companies offering
general business consulting services. The companies that may compete with the
Company in the future and that currently offer consulting services may be larger
and have far greater financial resources than the Company. Also, if the cost of
a particular medical device is reduced and the utilization by physicians
increases, more hospitals will be able to afford to acquire their own
equipment rather than receive service on a shared basis.
New Medical Technology and Obsolescence
The medical equipment field is generally characterized by rapidly changing
technology. Early obsolescence of expensive equipment or technological change
could have an adverse effect on the Company. Therefore, the cost of MRI systems
and other medical equipment may be significantly lower in the future, allowing
persons who purchase equipment in the future to charge less for similar services
and therefore compete on a favorable basis.
Government Regulation of Medical Business
Various aspects of the Company's current business are subject to government
regulations at the federal, state, and local level. Failure to comply with
existing regulations or the enactment of restrictive laws or regulations could
impair the Company's operations. While the Company believes that its operations
comply with applicable regulations, the Company has not sought or received
interpretive rulings to that effect. Additionally, there can be no assurance
that subsequent laws, subsequent changes in present laws or interpretations of
such laws will not adversely affect the Company's operations. See "Regulatory
and Legislative Developments" set forth in Item 1 of the Company's Form 10-KSB.
The Company employs radiologic technologists in its operations, each of whom
must be licensed by the appropriate state authority. Many states have a
requirement known as a Certificate of Need ("CON") requirement that impedes a
company's ability to operate without governmental approval.
To the extent that medical facilities rely on Medicare and Medicaid reimburse-
ment for the services rendered by the Company to their patients, changes in
Medicare and Medicaid reimbursement regulations and policies affect the Company.
During the past several years, there has been increasing pressure from federal
and state regulatory and legislative bodies to prevent physicians
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from referring patients to diagnostic imaging facilities in which they have an
ownership interest. Many prominent physicians, legislators, medical ethicists,
and others feel that ownership of imaging facilities can impair a physician's
judgment about the need for a diagnostic test. Studies have shown that
physicians who have ownership interests in imaging facilities tend to refer more
patients for diagnostic testing than physicians who have no ownership interest.
The above-described regulations and dynamics may adversely affect the revenue
per scan obtained by the Company as well as the number of scans performed.
On the federal level, a physician self-referral bill passed Congress and was
signed into law by President Clinton in 1993. The self-referral law bans
physicians from referring Medicare patients to imaging and almost any other type
of diagnostic or therapeutic outpatient medical facility in which they have
ownership or financial interests, effective January 1, 1995. Many states,
including Florida, Illinois, Minnesota, New York, and New Jersey, have passed
laws regarding physician self referral. Some simply require disclosure of
ownership, while others restrict physicians from referring to facilities in
which they have any ownership interest.
The legislature of the State of Florida enacted the Patient Self-Referral Act of
1992, effective April 8, 1992 (the "Florida SRA"). Such act prohibits physician
self-referral to health care entities in which such physicians have financial
interests, effective October 1, 1994. Management believes these legislative
and regulatory actions have had no material adverse effect upon the Company's
operations to date. However, the Florida SRA also imposes a fee cap, effective
July 1, 1992, limiting the technical and professional fees of all providers of
"clinical laboratory services, physical therapy services, comprehensive
rehabilitative services, diagnostic imaging services, and radiation therapy
services" to no more than 115% of the Medicare limiting charge for non-
participating physicians. The statute specifically excludes hospitals and
physician group practices from the fee cap provision and does not apply to
patients eligible for Medicaid or Medicare reimbursement. Most of the Company's
magnetic resonance imaging and ultrasound operations in the State of Florida, as
currently operated, would be subject to the fee cap provision and would be
severely impacted if the fee cap provision is enforced inasmuch as a significant
portion of the Company's revenue is generated from such services.
Several lawsuits have been filed by various providers against the State of
Florida in both federal and state court alleging, among other things, that the
fee cap provision violates the Equal Protection Clause of the U.S. Constitution
and seeking to enjoin the State of Florida from enforcing the fee cap provision.
In July 1992, the United States District Court for Northern District of Florida
granted a permanent injunction in a case entitled Panama City Medical Center,
Ltd., et. al vs. Robert B. Williams, et. al (File No. 92-40198-WS). The State
of Florida appealed the decision granting the injunction and, on February 15,
1994, the U.S. Court of Appeals for the Eleventh Circuit reversed the decision
of the lower court, finding that the fee cap provision did not violate the Equal
Protection Clause and ruled that the entry of the injunction was in error. A
motion for rehearing filed in the action has been denied and a petition has been
filed seeking appeal to the U.S. Supreme Court. On June 30, 1992 the Florida
Circuit Court, Second Judicial Circuit, enjoined the State of Florida from
enforcing the fee cap provision. The Company intervened as a party plaintiff
in the state court action.
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The ultrasound services provided by the Company are related specifically to
urology. Approximately 80% of the Company's patients are covered by Medicare.
Therefore, changes in Medicare reimbursement rules and regulations may have a
significant impact on the profitability of the Company's ultrasound operations.
Reimbursement rates for procedures are set annually. The 1996 reimbursement
rates for the procedures primarily performed by the Company were increased
from between 1.7% to 2.1% over 1995's reimbursement rates.
Exposure to Tort Liability in Medical Industry
The Company operates medical equipment utilized to perform procedures on or
diagnose disease in patients. The Company is exposed to tort liability in the
event of harm to patients due to the negligence of the Company, its agents, and
employees. The Company currently maintains professional liability insurance
coverage in the amount of $1,000,000. The Company also maintains an umbrella
policy covering, among other things, workers' compensation, general, and auto-
mobile liability in an amount of $9,000,000 in coverage. Although the Company
has never had a liability claim filed against it, any claims in excess of that
amount could have a material adverse effect on the Company. In addition, there
is no assurance that the Company will be able to continue to maintain such
insurance coverage in the future.
The Company acts as general partner of various general and limited partnerships
controlled by the Company that directly own, control and operate the Company's
medical facilities. As such, the Company is exposed to general liability for
torts committed by such partnerships and their agents and employees and for
contracts entered into by those partnerships. In addition, to the extent that
the Company is a general partner of limited partnerships that offer and sell
limited partner interests, the Company is exposed to liability under the
Securities Act of 1933 (the "1933 Act"), the Securities Exchange Act of 1934
(the "Exchange Act"), and various state securities laws.
Dilution
Holders of Common Stock of the Company will suffer dilution in the event that
any of the Company's outstanding convertible securities, including outstanding
shares of Class A Preferred Stock and Class B Preferred Stock and the 10% Notes
recently issued by the Company, are converted by the holders thereof.
Additional dilution may result in the event of the exercise of options,
including options granted pursuant to the Company's stock option plans.
Absence of Dividends
The Company has not paid any dividends on any of its outstanding securities to
date and, other than as set forth herein, does not anticipate paying any
dividends on its securities in the foreseeable future. As of March 31, 1996,
accrued and unpaid dividends on all shares of Preferred Stock totalled $360,216.
The Company currently intends to retain all working capital and earnings, if
any, to finance the operations of its businesses and to expand its businesses.
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Future Issuances of Stock by the Company; Potential Anti-Takeover Effect
The Company has authorized capital stock of 20,000,000 shares of Common Stock,
$.007 par value per share and 500,000 shares of preferred stock, $10.00 par
value per share (the "Preferred Stock"). As of March 31, 1996, there were
7,013,788 shares of Common Stock, 160,000 shares of Class A Preferred Stock and
7,500 shares of Class B Preferred Stock issued and outstanding. The Company's
issuance of any shares of stock or related convertible securities could have
anti-takeover effects insofar as such securities could be used as a method of
discouraging, delaying or preventing a change in control of the Company. Such
issuance could also dilute the public ownership of the Company. Inasmuch as the
Company may, in the future, issue authorized shares of Common Stock or Preferred
Stock without prior stockholder approval, there may be substantial dilution to
the interests of the Company's stockholders. However, given that the Company
is authorized to issue more stock, there can be no assurance that the Company
will not do so. In addition, a stockholder's pro rata ownership interest in
the Company may be reduced to the extent of the issuance and/or exercise of any
options or warrants relating to the Common Stock or Preferred Stock.
Future Sales of Stock by Stockholders
As of March 31, 1996, 5,052,055 shares of Common Stock and all of the shares of
Class A Preferred Stock and Class B Preferred Stock issued and outstanding were
"restricted securities" as that term is defined under the 1933 Act and in the
future may only be sold in compliance with Rule 144 promulgated under the 1933
Act or pursuant to an effective registration statement. Rule 144 provides, in
essence, that a person (including a group of persons whose shares are
aggregated) who has satisfied a two-year holding period for such restricted
securities may sell within any three-month period, under certain circumstances,
an amount of restricted securities which does not exceed the greater of 1% of
that class of the Company's outstanding securities or the average weekly trading
volume of that class of securities during the four calendar weeks prior to such
sale. In addition, pursuant to Rule 144, persons who are not affiliated with
the Company and who have held their restricted securities for at least three
years are not subject to the quantity limitations or the manner of sale
restrictions of the rule. As of March 31, 1996, 703,420 shares of Common Stock
and all of the outstanding shares of Class A Preferred Stock and Class B
Preferred Stock were available for resale pursuant to Rule 144. A sale of
shares by the Company's current stockholders, whether pursuant to Rule 144 or
otherwise, may have a depressing effect upon the market price of the Company's
securities in any market for the Company's securities that has developed or may
hereafter develop. To the extent that such securities enter the market, the
value of the Company's securities in the over-the-counter market may be reduced.
In the event that the shares of Common Stock which are not currently salable
become salable by means of registration, eligibility for sale under Rule 144 or
otherwise and the holders of such securities elect to sell such securities in
the public market, there is likely to be a negative effect on the market price
of the Company's securities and on the ability of the Company to obtain
additional equity financing. In addition, to the extent that such securities
enter the market, the value of the Company's securities in the over-the counter
market may be reduced. No predictions can be made as to the effect, if any,
that sales of such securities (or the availability of such securities for sale)
will have on the market price of any of such securities which may prevail from
time to time. Nevertheless, the foregoing could adversely affect such
prevailing market prices.
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Authorization of Preferred Stock
The Company's Amended and Restated Articles of Incorporation, as further amended
(the "Articles of Incorporation") authorize the issuance of up to 500,000 shares
of Preferred Stock with such rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors
may, without stockholder approval, issue shares of Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of outstanding shares of
Preferred Stock or Common Stock. In addition, the issuance of additional shares
of Preferred Stock may have the effect of rendering more difficult, or
discouraging, an acquisition of the Company or changes in control of the
Company. There can be no assurance that the Company will not issue any
additional shares of Preferred Stock in the future.
Continued NASDAQ Listing
The Common Stock commenced quotation on NASDAQ on July 7, 1989, was subsequently
delisted and then resumed listing on March 23, 1993 under the symbol "MDCR."
The "MDCR" symbol was changed to "ILNK" effective March 8, 1996. While the
Common Stock is currently listed for quotation on NASDAQ, there can be no
assurance given that the Company will be able to continue to satisfy the
requirements for maintaining quotation on NASDAQ or that such quotation will
otherwise continue. If, for any reason, the Common Stock becomes ineligible for
continued listing and quotation, holders of the Company's securities may have
difficulty selling their securities should they desire to do so.
Under the rules of the National Association of Securities Dealers, Inc.
("NASD"), in order to qualify for continued listing on NASDAQ, a company must
have, among other things, $2,000,000 in total assets, $1,000,000 in total
capital and surplus, $1,000,000 in market value of public float and a minimum
bid price of $1.00 per share. Although the Company was able initially to
satisfy the requirements for listing of its securities on NASDAQ, the Company
may be unable to continue to satisfy the requirements for maintaining quotation
of its securities thereon, and trading, if any, in the Company's securities
would be conducted in the over-the-counter market in what are commonly referred
to as the "pink sheets" of the National Quotation Bureau, Inc. or on the NASD
OTC Electronic Bulletin Board. As a result, an investor may find it more
difficult to dispose of or to obtain accurate quotations as to the price of
such securities.
"Penny Stock" Regulations
The SEC has adopted regulations which define a "penny stock" to be any equity
security that has a market price (as defined) of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the broker-
dealer and the registered representative, current quotations for the
securities, information on the limited market in penny stocks and, if the
broker-dealer is the sole marketmaker, the broker-dealer must disclose this fact
and the broker-dealer's presumed control over the market. In addition, the
broker-dealer must obtain a written acknowledgement from the customer that such
disclosure information was provided and must retain such acknowledgement for at
least three years. Further, monthly statements must be sent to the customer
disclosing current price information for the penny stock
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held in the account. While many NASDAQ-listed securities would otherwise be
covered by the definition of penny stock, transactions in a NASDAQ-listed
security would be exempt from all but the sole marketmaker provision for: (i)
issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has
not been in continuous operation for three years); (ii) transactions in which
the customer is an institutional accredited investor; and (iii) transactions
that are not recommended by the broker-dealer. In addition, transactions in a
NASDAQ-listed security directly with a NASDAQ marketmaker for such securities
would be subject only to the sole marketmaker disclosure, and the disclosure
with respect to commissions to be paid to the broker-dealer and the registered
representative. The foregoing rules may materially adversely affect the
liquidity for the market of the Company's securities. Such rules may also
affect the ability of broker-dealers to sell the Company's securities and may
impede the ability of holders of the Company's securities to sell such
securities in the secondary market.
Certain Provisions of Articles of Incorporation and Bylaws
As previously noted, pursuant to the Articles of Incorporation, the Board of
Directors has the authority to issue up to 500,000 shares of Preferred Stock
without action by the stockholders in one or more series having such
preferences, rights and other provisions as the Board of Directors may designate
in providing for the issuance of such series. The Articles of Incorporation and
Bylaws contain provisions which may discourage certain transactions which
involve an actual or threatened change in control of the Company.
Classification of the Board of Directors
The Board of Directors of the Company is classified into three (3) classes.
Members of each class serve for staggered three (3) year terms, with members of
one class coming up for election each year. The classification of the Board of
Directors may make it difficult for shareholders to effect a change in
management.
Voting Control
Four M International, Inc. ("Four M") owns 160,000 shares of the Class A
Preferred Stock, which is entitled to a number of votes equal to the number of
shares of Common Stock into which it is convertible (24.472316 votes per share).
Accordingly, Four M is currently entitled to 3,915,570 votes on any issue coming
before the stockholders or approximately 35.8% of the outstanding voting
securities of the Company. See the chart and the notes thereto in "Principal
Securityholders" in the Company's Form 10-KSB. It is anticipated that Four M
may sell part or all of its holding in the Company to affiliates of I-Link and
associated persons and/or customers of the Placement Agent pursuant to options
granted to them by Four M.
All of the holders of the Class A Preferred Stock were parties to a
shareholders' agreement (the "Shareholders' Agreement") which restricted the
transfer of the Class A Preferred Stock and afforded the holders of the Class
A Preferred Stock certain voting rights. Pursuant to such agreement, Four M
had agreed to vote all of its shares in favor of the election of Joel S. Kanter
as a director of the Company and Walnut Capital Corp., Windy City, Inc. and
Canadian Imperial Bank of Commerce and Trust Company (Bahamas) Limited, as
trustee (collectively, the "Kanter Group"), and the members of the Kanter Group
had agreed to vote all of their shares of Class A
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Preferred Stock in favor of the election of Henry Y.L. Toh as a director of the
Company. The Shareholders' Agreement was terminated in February 1996 in
connection with the sale of all of the shares of Class A Preferred Stock owned
by the Kanter Group. See Item 11 of the Company's Form 10-KSB.
Lack of Patent Protection
The Company does not currently hold any patents, although I-Link has filed a
patent application for its new product, Fax4Less, sometimes referred to as
Fax-Link. To the extent any technology included in such products is patentable,
if any, there can be no assurance that any patent will in fact be issued or that
such patents will be effective to protect the Company's products from
duplication by other developers. In addition, there can be no assurance that
the Company will be able to afford the expense of any litigation that may be
necessary to enforce its right under any patent.
New Products
New products such as Fax4Less are subject to substantial risks, including high
costs of introduction, market acceptance and duplication by other developers.
