<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
4HEALTH, INC.
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class of Securities)
351043104
(CUSIP Number)
Gaetano J. Casillo
Allen & Company Incorporated
711 Fifth Avenue, New York, New York 10022, (212) 830-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 15, 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 13-d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE>
SCHEDULE 13D
- -------------------
CUSIP No. 351043104
- -------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Holding Inc.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
Excludes Warrants to purchase 1,250,000 shares of the Issuer's Common Stock,
owned by Allen & Company Incorporated, a wholly-owned subsidiary.
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
==============================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)<PAGE>
<PAGE>
SCHEDULE 13D
- -------------------
CUSIP No. 351043104
- -------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen & Company Incorporated
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NA/WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,250,000 (Constitutes Warrants to purchase 1,250,000 Shares of the
Issuer's Common Stock)
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,250,000 (Constitutes Warrants to purchase 1,250,000 Shares of the
Issuer's Common Stock)
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 (Constitutes Warrants to purchase 1,250,000 Shares of the
Issuer's Common Stock)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, BD.
==============================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)<PAGE>
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
(a) Class of Securities: Common Stock, par value, $0.01 per share
("Common Stock")
(b) Issuer: 4Health, Inc. (the "Issuer")
Item 2. Identity and Background
a. Name: Allen & Company Incorporated ("ACI")
See Exhibit A for Officers and Directors of ACI.
ACI, a New York corporation is a wholly-owned
subsidiary of Allen Holding Inc., a Delaware
corporation.
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Investment Banking
d. Neither ACI, nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither ACI, nor any individual listed
in Exhibit A attached hereto, was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
f. Citizenship
or Place of
Organization: New York
Citizenship of the Officers and
Directors of ACI is set forth in Exhibit
A hereto.
a. Name: Allen Holding Inc. ("AHI")
See Exhibit A for Officers and Directors
of Allen Holding Inc.
<PAGE>
<PAGE>
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Holding Company
d. Neither AHI nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither AHI nor any individual listed in
Exhibit A attached hereto, was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
f. Citizenship or
Place of
Organization: Delaware
Citizenship of the Officers and
Directors of Allen Holding Inc. is set
forth in Exhibit A hereto.
<PAGE>
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
ACI received Warrants to purchase 1,250,000 shares of the Issuer's
Common Stock as compensation in connection with the engagement of ACI by the
Issuer to act as the Company's financial advisor with respect to investment
banking and other corporate matters that may arise in the future.
Item 4. Purpose of Transaction
ACI received Warrants to purchase 1,250,000 shares of the Issuer's
Common Stock as compensation in connection with the engagement of ACI by the
Issuer to act as the Company's financial advisor with respect to investment
banking and other corporate matters that may arise in the future.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 15, 1997, the Reporting
Persons, by virtue of the language of Rule 13d-3(d)(1)(i), may be deemed to
own beneficially in the aggregate the number and percentage of the Issuer's
Common Stock set forth opposite their names below (based upon the number of
Shares of Common Stock that were reported to be outstanding by the Issuer).
<TABLE>
<CAPTION>
==============================================================================
Name Shares of Common Stock Percentage
- -----------------------------------------------------------------------------
<S> <C> <C>
Allen Holding Inc. 0 0%
- -----------------------------------------------------------------------------
Allen & Company Incorporated 1,250,000(1)(2)(3) 9.98%
- ---------------------------------------------------------------------------
==============================================================================
</TABLE>
- ---------------------
1
Does not include any shares owned by officers and directors of ACI with
respect to which ACI disclaims beneficial ownership.
2
Includes 1,250,000 shares issuable upon the exercise of Warrants to purchase
shares of the Issuer's Common Stock.
3
Excludes a short position of 2,752 shares of the Issuer's Common Stock held
in ACI's market maker account.
<PAGE>
<PAGE>
(b) ACI has sole power to vote and determine the disposition of the
Shares which ACI owns as reported in Item 5(a) herein. AHI owns 100% of the
outstanding stock of ACI, and so may be deemed to beneficially own the Shares
which ACI owns as reported in Item 5(a) herein. However, AHI disclaims
beneficial ownership of the Shares.
(c) ACI received Warrants to purchase an aggregate of 1,250,000
shares of the Issuer's Common Stock. The Reporting Persons received Warrants
to purchase 1,000,000 shares of the Issuer's Common Stock at a purchase price
of $6.00 per share and Warrants to purchase 250,000 shares of the Issuer's
Common Stock at a purchase price of $4.00 per share. Forms of Warrants are
attached hereto as Exhibits C & D. Trades made by ACI in the past 60 days in
its capacity as a market maker are reflected in Exhibit E attached hereto and
incorporated herein by reference.
(d) To the best of Reporting Persons' knowledge, except as set forth
herein, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock which Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer
(a) ACI received Warrants to purchase 1,250,000 shares of the
Issuer's Common Stock as compensation in connection with the engagement of ACI
by the Issuer to act as the Company's financial advisor with respect to
investment banking and other corporate matters that may arise in the future.
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Officers of Allen Holding Inc.
and Allen & Company Incorporated.
Exhibit B -- Joint Filing Agreement dated April 17, 1997.
Exhibit C -- Form of $4.00 Warrant
Exhibit D -- Form of $6.00 Warrant
Exhibit E -- Market Maker Trades
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: April 17, 1997
ALLEN HOLDING INC.
By: -------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
By: -------------------------
Gaetano J. Casillo
Vice President
<PAGE>
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: April 17, 1997
ALLEN HOLDING INC.
By: /s/ Gaetano J. Casillo
- ----------------------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
By: /s/ Gaetano J. Casillo
- ----------------------------------------
Gaetano J. Casillo
Vice President<PAGE>
<PAGE>
<TABLE>
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
<S> <C> <C>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President, Director
Jonathan S. Bean x Vice President
Robert E. Beers x Vice President
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice
President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer, Vice
President
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President, Managing
Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Orin F. Devereux x Vice President, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Howard M. Felson x Assistant Secretary, Vice President
Anthony J. Ferrante x Treasurer
Richard Fields x Executive Vice President, Managing
Director, Director
Paul A. Gould x Executive Vice President, Managing
Director, Director
John G. Hall x Vice President - Elect, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Clark R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board, Director
Dara Khosrowshahi x Vice President, Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President, Managing
Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
William F. Leimkuhler x Assistant Secretary, Vice President
General, Counsel
Jeffrey J. Logan x Vice President
Sharon K. Losee x Vice President
Dan W. Lufkin x Special Advisor to the Board of
Directors<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Ellen F. Lynch x Vice President
Robert A. Mackie x Executive Vice President, Managing
Director, Director
James C. Maiden, Jr. x Vice President
Terence A. McCarthy x Co-Chief Operations Officer, Vice
President
Robert C. Miller x Vice President - Elect, Director
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Glenn A. Okun x Vice President, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
James W. Quinn x Chief Financial Officer, Director,
Vice President, Assistant Secretary
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Ian G. Smith x Vice President - Elect
Lauren M. Tyler x Vice President, Director
Dennis J. Warfield x Vice President,Chief Information
Officer
Kim M. Weiland x Vice President - Elect, Director
Edward D. Weinberger x Vice President, Director
Harold M. Wit x Executive Vice President, Managing
Director, Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen & Company
Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE>
<TABLE>
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<S> <C> <C>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen Holding Inc.)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen, III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President
Jonathan S. Bean x Vice President - Elect
Robert E. Beers x Vice President - Elect
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice
President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer, Vice
President
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President, Managing
Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Orin F. Devereux x Vice President, Director
Howard M. Felson x Assistant Secretary, Vice President
<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Anthony J. Ferrante x Treasurer
Richard L. Fields x Executive Vice President, Managing
Director, Director Executive Vice
President, Managing Director,
Director
John G. Hall x Vice President - Elect, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Donald R. Keough x Chairman, Director
Clark R. Keough x Vice President, Director
Dara Khosrowshahi x Vice President, Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President, Managing
Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
P. Don Lattimer x Executive Vice President, Managing
Director, Director
William F. Leimkuhler x Assistant Secretary, Vice President
General, Counsel
Jeffrey J. Logan x Vice President
Sharon K. Losee x Vice President
Dan W. Lufkin x Special Advisor to the Board of
Directors
Ellen F. Lynch x Vice President<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
Robert A. Mackie x Executive Vice President, Managing
Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer, Vice
President Vice President - Elect,
Director
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara x Executive Vice President, Managing
Director, Director
Glenn A. Okun x Vice President, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Assistant Secretary, Vice President
James W. Quinn x Chief Financial Officer, Vice
President, Assistant Secretary,
Director
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director
Stanley S. Shuman x Executive Vice President, Managing
Director, Director<PAGE>
<PAGE>
Name xx Business Principal Occupation (i.e.,
Address Position with Allen & Company
Incorporated
John M. Simon x Executive Vice President, Managing
Director, Director
Ian G. Smith x Vice President - Elect
Lauren M. Tyler x Vice President, Director
Dennis J. Warfield x Vice President, Chief Information
Officer
Kim M. Weiland x Vice President, Director
Edward D. Weinberger x Vice President, Director Executive
Vice President, Managing Director,
Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen Holding
Inc. are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Common Stock, no par value, of 4Health, Inc. and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 17th day of April 1997.
ALLEN HOLDING INC.
/s/ Gaetano J. Casillo
By:------------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
/s/ Gaetano J. Casillo
By:------------------------------
Gaetano J. Casillo
Vice President
93815<PAGE>
<PAGE>
<Ex.C>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
THEY ARE REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
250,000 Warrants
4HEALTH, INC.
WARRANT CERTIFICATE
This warrant certificate ("Warrant Certificate") certifies that for
value received Allen & Company Incorporated or registered assigns (the
"Holder") is the owner of the number of warrants ("Warrants") specified above,
each of which entitles the Holder thereof to purchase, at any time on or
before the Expiration Date (hereinafter defined) one fully paid and non-
assessable share of Common Stock, no par value ("Common Stock"), of 4Health,
Inc., a Utah corporation (the "Company"), at a purchase price of $4.00 per
share of Common Stock in lawful money of the United States of America in cash
or by certified or cashier's check or a combination of cash and certified or
cashier's check (subject to adjustment as hereinafter provided).
1. Warrant; Purchase Price
Each Warrant shall entitle the Holder initially to purchase one share
of Common Stock of the Company and the purchase price payable upon exercise of
the Warrants shall initially be $4.00 per share of Common Stock, subject to
adjustment as hereinafter provided (the "Purchase Price"). The Purchase Price
and number of shares of Common Stock issuable upon exercise of each Warrant
are subject to adjustment as provided in Article 6. The shares of Common
Stock issuable upon exercise of the Warrants (and/or shares of common stock so
issuable by reason of any adjustments pursuant to Article 6) are sometimes
referred to herein as the "Warrant Shares."
2. Exercise; Expiration Date
2.1 The Warrants are exercisable, at the option of the Holder, in
whole or in part at any time and from time to time after issuance and on or
before the Expiration Date, upon surrender of this Warrant Certificate to the
Company together with a duly completed Notice of Exercise, in the form
attached<PAGE>
<PAGE>
hereto as Exhibit A, and payment of an amount equal to the Purchase Price
times the number of Warrants to be exercised. In the case of exercise of less
than all the Warrants represented by this Warrant Certificate, the Company
shall cancel the Warrant Certificate upon the surrender thereof and shall
execute and deliver a new Warrant Certificate for the balance of such
Warrants.
2.2 The term "Expiration Date" shall mean 5:00 p.m. local time in
the State of Utah on February , 2002, or if such date shall in the State
of Utah be a holiday or a day on which banks are authorized to close, then
5:00 p.m. local time in the State of Utah the next following date which in the
State of Utah is not a holiday or a day on which banks are authorized to
close.
3. Registration and Transfer on Company Books
3.1 The Company shall maintain books for the registration and
transfer of the Warrants and the registration and transfer of the Warrant
Shares.
3.2 Prior to due presentment for registration of transfer of this
Warrant Certificate, or the Warrant Shares, the Company may deem and treat the
registered Holder as the absolute owner thereof.
3.3 The Company shall register upon its books any transfer of a
Warrant Certificate, upon surrender of same to the Company with a written
instrument of transfer duly executed by the registered Holder or by a duly
authorized attorney. Upon any such registration of transfer, new Warrant
Certificate(s) shall be issued to the transferee(s) and the surrendered
Warrant Certificate shall be canceled by the Company. A Warrant Certificate
may also be exchanged, at the option of the Holder, for new Warrant
Certificates of different denominations representing in the aggregate the
number of Warrants evidenced by the Warrant Certificate surrendered.
4. Reservation of Shares
The Company covenants that it will at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of issue
upon exercise of the Warrants, such number of shares of Common Stock as shall
then be issuable upon the exercise of all outstanding Warrants. The Company
covenants that all shares of Common Stock which shall be issuable upon
exercise of the Warrants shall be duly and validly issued and fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, and that upon issuance such shares shall be listed on each
national securities exchange, if any, on which the other shares of outstanding
Common Stock of the Company are then listed.<PAGE>
<PAGE>
5. Loss or Mutilation
Upon receipt by the Company of reasonable evidence of the ownership of
and the loss, theft, destruction or mutilation of any Warrant Certificate and,
in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute
and deliver in lieu thereof a new Warrant Certificate representing an equal
number of Warrants.
6. Adjustment of Purchase Price and Number of Shares Deliverable
6.1 The number of shares of Common Stock purchasable upon the
exercise of each Warrant and the Purchase Price with respect to the Warrant
Shares shall be subject to adjustment as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its Common Stock payable in shares of its capital stock, (ii)
subdivide its outstanding shares of Common Stock through stock split or
otherwise, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue by reclassification of its
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation)
other securities of the Company, the number and/or nature of Warrant Shares
purchasable upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which he would have owned
or have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph (a) shall become effective
retroactively as of the record date of such event.
(b) In case the Company shall issue rights, options or warrants or
securities convertible into Common Stock to the holders of its shares of
Common Stock generally, entitling them (for a period expiring within 45 days
after the record date referred below in this paragraph (b)) to subscribe for
or purchase shares of Common Stock at a price per share which (together with
the value of the consideration, if any, paid for such rights, options,
warrants or convertible securities) is lower on the record date referred to
below than the then Market Price Per Share of such Common Stock (as determined
pursuant to Section 9.2) the number of Warrant Shares thereafter purchasable
upon the exercise of each Warrant shall be determined by multiplying the
number of Warrant Shares immediately theretofore<PAGE>
<PAGE>
purchasable upon exercise of each Warrant by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of
shares of Common Stock outstanding on such record date plus the number of
shares which the aggregate offering price of the total number of shares of
Common Stock so offered would purchase at the then Market Price Per Share of
Common Stock. Such adjustment shall be made whenever such rights, options,
warrants or convertible securities are issued, and shall become effective
retroactively as of the record date for the determination of shareholders
entitled to receive such rights, options, warrants or convertible securities.
In the case such subscription price may be paid in consideration part of which
or all of which is in a form other than cash, the value of such consideration
shall be determined in good faith by the Board of Directors of the Company.
(c) In case the Company shall distribute to all holders of its
shares of Common Stock, or all holders of Common Stock shall otherwise become
entitled to receive, shares of capital stock of the Company (other than
dividends or distributions on its Common Stock referred to in paragraph (a)
above), evidences of its indebtedness or rights, options, warrants or
convertible securities providing the right to subscribe for or purchase any
shares of the Company's capital stock or evidences of its indebtedness (other
than any rights, options, warrants or convertible securities referred to in
paragraph (b) above), then in each case the number of Warrant Shares
thereafter purchasable upon the exercise of each Warrant shall be determined
by multiplying the number of Warrant Shares theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be the
then Market Price Per Share of Common Stock (as determined pursuant to Section
9(b)) on the record date mentioned below in this paragraph (c), and of which
the denominator shall be the then Market Price Per Share of Common Stock on
such record date, less the then fair value (as determined by the Board of
Directors of the Company, in good faith) of the portion of the shares of the
Company's capital stock other than Common Stock, evidences of indebtedness, or
of such rights, options, warrants or convertible securities, distributable
with respect to each Warrant Share. Such adjustment shall be made whenever
any such distribution is made, and shall become effective retroactively as of
the record date for the determination of shareholders entitled to receive such
distribution.
(d) In the event of any capital reorganization or any
reclassification of the capital stock of the Company or in case of the
consolidation or merger of the Company with another corporation (other than a
consolidation or merger in which the outstanding shares of the Company's
Common Stock are not<PAGE>
<PAGE>
converted into or exchanged for other rights or interests), or in the case of
any sale, transfer or other disposition to another corporation of all or
substantially all the properties and assets of the Company, the Holder of each
Warrant shall thereafter be entitled to purchase (and it shall be a condition
to the consummation of any such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition that appropriate
provisions shall be made so that such Holder shall thereafter be entitled to
purchase) the kind and amount of shares of stock and other securities and
property (including cash) which the Holder would have been entitled to receive
had such Warrants been exercised immediately prior to the effective date of
such reorganization, reclassification, consolidation, merger, sale, transfer
or other disposition; and in any such case appropriate adjustments shall be
made in the application of the provisions of this Article 6 with respect to
rights and interest thereafter of the Holder of the Warrants to the end that
the provisions of this Article 6 shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
purchasable upon the exercise of the Warrants. The provisions of this Section
6.1(d) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
(e) Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as provided in this Section 6.1, the
Purchase Price with respect to the Warrant Shares shall be adjusted by
multiplying such Purchase Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
so purchasable immediately thereafter.
6.2 In the event the Company shall declare a dividend, or make a
distribution to the holders of its Common Stock generally, whether in cash,
property or assets of any kind, including any dividend payable in stock or
securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company's Board of
Directors or any dividend or distribution referred to in Section 6.1(a) or (c)
above), the Purchase Price of each Warrant shall be reduced, without any
further action by the parties hereto, by the Per Share Value (as hereinafter
defined) of the dividend. For purposes of this Section 6.2, the "Per Share
Value" of a cash dividend or other distribution shall be the dollar amount of
the distribution on each share of Common Stock and the "Per Share Value" of
any dividend or distribution other than cash shall be equal to the fair market
value of such non-cash distribution on each share of Common Stock as
determined in good faith by the Board of Directors of the Company.
<PAGE>
<PAGE>
6.3 No adjustment in the number of Warrant Shares purchasable under
the Warrants, or in the Purchase Price with respect to the Warrant Shares,
shall be required unless such adjustment would require an increase or decrease
of at least 1% in the number of Warrant Shares issuable upon the exercise of
such Warrant, or in the Purchase Price thereof; provided, however, that any
adjustments which by reason of this Section 6.3 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All final results of adjustments to the number of Warrant Shares and the
Purchase Price thereof shall be rounded to the nearest one thousandth of a
share or the nearest cent, as the case may be. Anything in this Section 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to make such changes in the number of Warrant Shares purchasable
upon the exercise of each Warrant, or in the Purchase Price thereof, in
addition to those required by such Section, as it in its discretion shall
determine to be advisable in order that any dividend or distribution in
shares of Common Stock, subdivision, reclassification or combination of shares
of Common Stock, issuance of rights, warrants or options to purchase Common
Stock, or distribution of shares of stock other than Common Stock, evidences
of indebtedness or assets (other than distributions of cash out of retained
earnings) or convertible or exchangeable securities hereafter made by the
Company to the holders of its Common Stock shall not result in any tax to the
holders of its Common Stock or securities convertible into Common Stock.
6.4 Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant or the Purchase Price of such Warrant Shares is
adjusted, as herein provided, the Company shall mail to the Holder, at the
address of the Holder shown on the books of the Company, a notice of such
adjustment or adjustments, prepared and signed by the Chief Financial Officer
or Secretary of the Company, which sets forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Purchase Price of such
Warrant Shares after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made.
6.5 In the event that at any time prior to the expiration of the
Warrants and prior to their exercise:
(a) the Company shall declare any distribution (other than a cash
dividend or a dividend payable in securities of the Company with respect to
the Common Stock); or
(b) the Company shall offer for subscription to the holders of the
Common Stock any additional shares of stock of any class or any other
securities convertible into Common Stock or any rights to subscribe thereto;
or
<PAGE>
<PAGE>
(c) the Company shall declare any stock split, stock dividend,
subdivision, combination, or similar distribution with respect to the Common
Stock, regardless of the effect of any such event on the outstanding number of
shares of Common Stock; or
(d) the Company shall declare a dividend, other than a dividend
payable in shares of the Company's own Common Stock; or
(e) there shall be any capital change in the Company as set forth in
Section 6.1(d); or
(f) there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company (other than in connection with a
consolidation, merger, or sale of all or substantially all of its property,
assets and business as an entity);
(each such event hereinafter being referred to as a "Notification Event"), the
Company shall cause to be mailed to the Holder, not less than 20 days prior to
the record date, if any, in connection with such Notification Event (provided,
however, that if there is no record date, or if 20 days prior notice is
impracticable, as soon as practicable) written notice specifying the nature of
such event and the effective date of, or the date on which the books of the
Company shall close or a record shall be taken with respect to, such event.
Such notice shall also set forth facts indicating the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Purchase Price and the kind and amount of the shares of stock or other
securities or property deliverable upon exercise of the Warrants.
6.6 The form of Warrant Certificate need not be changed because of
any change in the Purchase Price, the number of Warrant Shares issuable upon
the exercise of a Warrant or the number of Warrants outstanding pursuant to
this Section 6, and Warrant Certificates issued before or after such change
may state the same Purchase Price, the same number of Warrants, and the same
number of Warrant Shares issuable upon exercise of Warrants as are stated in
the Warrant Certificates theretofore issued pursuant to this Agreement. The
Company may, however, at any time, in its sole discretion, make any change in
the form of Warrant Certificate that it may deem appropriate and that does not
affect the substance thereof, and any Warrant Certificates thereafter issued
or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.
<PAGE>
<PAGE>
7. Conversion Rights
7.1 In lieu of exercise of any portion of the Warrants as provided
in Section 2.1 hereof, the Warrants represented by this Warrant Certificate
(or any portion thereof) may, at the election of the Holder, be converted into
the nearest whole number of shares of Common Stock equal to: (1) the product
of (a) the number of shares of Common Stock then issuable upon the exercise of
the number of Warrants to be so converted and (b) the excess, if any, of (i)
the Market Price Per Share (as determined pursuant to Section 9.2) with
respect to the date of conversion over (ii) the Purchase Price in effect on
the business day next preceding the date of conversion, divided by (2) the
Market Price Per Share with respect to the date of conversion.
7.2 The conversion rights provided under this Section 7 may be
exercised in whole or in part and at any time and from time to time while any
Warrants remain outstanding. In order to exercise the conversion privilege,
the Holder shall surrender to the Company, at its offices, this Warrant
Certificate accompanied by a duly completed Notice of Conversion in the form
attached hereto as Exhibit B. The Warrants (or so much thereof as shall have
been surrendered for conversion) shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such
Warrant Certificate for conversion in accordance with the foregoing
provisions. As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver to the Holder (i) a certificate or
certificates representing the number of shares of Common Stock to which the
Holder shall be entitled as a result of the conversion, and (ii) if the
Warrant Certificate is being converted in part only, a new certificate in
principal amount equal to the unconverted portion of the Warrant Certificate.
8. Voluntary Adjustment by the Company
The Company may, at its option, at any time during the term of the
Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants.
9. Fractional Shares and Warrants; Determination of
Market Price Per Share
9.1 Anything contained herein to the contrary notwithstanding, the
Company shall not be required to issue any fraction of a share of Common Stock
in connection with the exercise of Warrants. Warrants may not be exercised in
such number as would result (except for the provisions of this paragraph) in
the issuance of a fraction of a share of Common Stock unless the Holder is
exercising all Warrants then owned by<PAGE>
<PAGE>
the Holder. In such event, the Company shall, upon the exercise of all of
such Warrants, issue to the Holder the largest aggregate whole number of
shares of Common Stock called for thereby upon receipt of the Purchase Price
for all of such Warrants and pay a sum in cash equal to the remaining fraction
of a share of Common Stock, multiplied by its Market Price Per Share (as
determined pursuant to Section 9(2) below) as of the last business day
preceding the date on which the Warrants are presented for exercise.
9.2 As used herein, the "Market Price Per Share" with respect to any
date shall mean the average of the closing prices per share of the Company's
Common Stock for the ten (10) consecutive trading days immediately preceding
such date. The closing price for each such day shall be the last sale price
regular way or, in case no such sale takes place on such day, the average of
the closing bid and asked prices regular way, in either case on the principal
securities exchange on which the shares of Common Stock of the Company are
listed or admitted to trading, the last sale price, or in case no sale takes
place on such day, the average of the closing bid and asked prices of the
Common Stock on NASDAQ or any comparable system, or if the Common Stock is not
reported on NASDAQ, or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If such bid and asked prices are not available, then "Market Price
Per Share" shall be equal to the fair market value of the Company's Common
Stock as determined in good faith by the Board of Directors of the Company.
10. Registration Rights
10.1 No sale, transfer, assignment, hypothecation or other
disposition of the Warrant Shares shall be made unless any such transfer,
assignment or other disposition will comply with the rules and statutes
administered by the Securities and Exchange Commission and (i) a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), including
such shares is currently in effect, or (ii) in the opinion of counsel a
current Registration Statement is not required for such disposition of the
shares.
10.2 The Company agrees that the Holder shall have the one-time
right, exercisable at any time after the date hereof until the second
anniversary of the Expiration Date upon written notice to the Company, to
require that the Company prepare and promptly file a registration statement,
as may be required under the Act, in connection with the public offering, on a
time-to-time basis or otherwise, of not less than 50% of the then outstanding
Warrants and/or Warrant Shares. In connection therewith, the Company shall be
obligated to prepare and file<PAGE>
<PAGE>
such registration statement within 45 days of receipt of any such initial
notice and shall be further obligated to use its best efforts, including the
filing of any amendments or supplements thereto, to have any such registration
statement declared effective under the Act and the rules and regulations
promulgated thereunder as soon as practicable after the filing date thereof.
The Company shall also use its best efforts to keep any such registration
statement, and the accompanying prospectus, effective and current under the
Act at its expense for a period of not less than nine months; provided,
however, if such registration statement is on Form S-3 or its equivalent, such
obligation shall extend for a period of at least two years.
10.3 In addition to the rights of the Holder pursuant to Section
10.2, the Company agrees that, at any time or times hereafter, until the
second anniversary of the Expiration Date of the Warrants, as and when it
intends to register any of its securities under the Act other than pursuant to
a registration requested pursuant to Section 10.2 hereof, whether for its own
account and/or on behalf of selling stockholders (except in connection with an
offering solely to its employees or an offering solely related to an
acquisition on a Form S-4 or any subsequent similar form) the Company will
notify the Holder of such intention and, upon request from the Holder, will
use its best efforts to cause the Warrant Shares designated by the Holder to
be registered under the Securities Act. The number of Warrant Shares to be
included in such offering may be reduced if and to the extent that the
underwriter of securities included in the registration statement and offered
by the Company shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold by the Company therein;
provided, however, that the percentage of the reduction of such Warrant Shares
shall be no greater than the percentage reduction of securities of other
selling stockholders, as such percentage reductions are determined in the good
faith judgment of the Company. The Company will use its best efforts to keep
each such Registration Statement current for such period of time as is not
otherwise burdensome to the Company.
10.4 Any registration statement referred to in subsection 10.2 or
10.3 hereof shall be prepared and processed in accordance with the following
terms and conditions:
(i) The Holder will cooperate in furnishing promptly to the Company
in writing any information requested by the Company in connection with the
preparation, filing and processing of such registration statement.
(ii) To the extent requested by an underwriter of securities included
in the registration statement and offered by the Company, the Holder will
defer the sale of Warrant Shares for a period commencing twenty (20) days
prior and terminating sixty<PAGE>
<PAGE>
(60) days after the effective date of the registration statement, provided
that any principal shareholders of the Company who also have shares included
in the registration statement will also defer their sales for a similar
period.
(iii) The Company will furnish to the Holder such number of
prospectuses or other documents incident to such registration as may from time
to time be reasonably requested, and cause its shares to be qualified under
the blue-sky laws of those states reasonably requested by the Holder.
(iv) The Company will indemnify the Holder (and any officer, director
or controlling person of the Holder) and any underwriters acting on behalf of
the Holder against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) to which they may become subject under the
Securities Act or otherwise, arising out of or based upon any untrue or
alleged untrue statement of any material facts contained in any registration
statement filed pursuant hereto, or any document relating thereto, including
all amendments and supplements, or arising out of or based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein contained not misleading,
and will reimburse the Holder (or such other aforementioned parties) or such
underwriters for any legal and all other expenses reasonably incurred in
accordance with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable
where the untrue or alleged untrue statement or omission or alleged omission
is based upon information furnished in writing to the Company by the Holder or
any underwriter obtained by the Holder expressly for use therein, or as a
result of the Holder's or any such underwriter's failure to furnish to the
Company information duly requested in writing by counsel for the Company
specifically for use therein. This indemnity agreement shall be in addition
to any other liability the Company may have. The indemnity agreement of the
Company contained in this paragraph (iv) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the delivery of and payment for the
Warrant Shares.
(v) The Holder will indemnify the Company (and any officer, director
or controlling person of the Company) and any underwriters acting on behalf of
the Company against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) to which they may become subject under the
Securities Act or otherwise, arising out of or based upon any untrue or
alleged untrue statement filed pursuant hereto, or any document relating
thereto, including all amendments, and supplements, or arising out of or based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or<PAGE>
<PAGE>
necessary to make the statements therein contained not misleading, and, will
reimburse the Company (or such other aforementioned parties) or such
underwriters for any legal and other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action; provided, however, that the Holder will be liable as
aforesaid only to the extent that such untrue or alleged untrue statement or
omission or alleged omission is based upon information furnished in writing to
the Company by the Holder or any underwriter obtained by the Holder expressly
for use therein, or as a result of its or such underwriter's failure to
furnish the Company with information duly requested in writing by counsel for
the Company specifically for use therein. This indemnity agreement contained
in this paragraph (v) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any indemnified party
and shall survive the delivery of and payment for the Warrant Shares.
(vi) Promptly after receipt by an indemnified party under this
subsection 10.4 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party, promptly notify the indemnifying party of the commencement
thereof, but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise
than under this subsection 10.4. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
subsection 10.4 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than
reasonable costs of investigation or out-of-pocket expenses or losses or cost
incurred in collaborating in the defense.
(vii) Except as set forth in subsection 10.4 (viii), the Company shall
bear all costs and expenses incident to any registration pursuant to this
Section 10.
(viii) The Holder shall pay any and all underwriters' discounts,
brokerage fees and transfer taxes incident to the sale of any securities sold
by such Holder pursuant to this Section 10, and shall pay the fees and
expenses of any special attorneys or accountants retained by it.
<PAGE>
<PAGE>
11. Governing Law
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its officers thereunto duly authorized and its corporate
seal to be affixed hereon, as of this day of February, 1997.
4HEALTH, INC.
By:
-----------------------------
Name: R. Lindsey Duncan
Title: Chairman
[SEAL]
Attest:
- ------------------------------
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise, pursuant to
Section 2 of the Warrant Certificate accompanying this Notice of Exercise,
Warrants of the total number of Warrants owned by the undersigned
pursuant to the accompanying Warrant Certificate, and herewith makes payment
of the Purchase Price of such shares in full.
-----------------------------
Name of Holder
-----------------------------
Signature
Address:
------------------------------
------------------------------
------------------------------
<PAGE>
<PAGE>
EXHIBIT B
NOTICE OF CONVERSION
The undersigned hereby irrevocably elects to convert, pursuant to Section 7 of
the Warrant Certificate accompanying this Notice of Conversion,
Warrants of the total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate into shares of the Common Stock of the
Company (the "Shares").
The number of Shares to be received by the undersigned shall be calculated in
accordance with the provisions of Section 7.1 of the accompanying Warrant
Certificate.
-------------------------------
Name of Holder
--------------------------------
Signature
Address:
---------------------------------
---------------------------------
93815<PAGE>
<PAGE>
<Ex.D>
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
THEY ARE REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
1,000,000 Warrants
4HEALTH, INC.
WARRANT CERTIFICATE
This warrant certificate ("Warrant Certificate") certifies that for
value received Allen & Company Incorporated or registered assigns (the
"Holder") is the owner of the number of warrants ("Warrants") specified above,
each of which entitles the Holder thereof to purchase, at any time on or
before the Expiration Date (hereinafter defined) one fully paid and non-
assessable share of Common Stock, no par value ("Common Stock"), of 4Health,
Inc., a Utah corporation (the "Company"), at a purchase price of $6.00 per
share of Common Stock in lawful money of the United States of America in cash
or by certified or cashier's check or a combination of cash and certified or
cashier's check (subject to adjustment as hereinafter provided).
1. Warrant; Purchase Price
Each Warrant shall entitle the Holder initially to purchase one share
of Common Stock of the Company and the purchase price payable upon exercise of
the Warrants shall initially be $6.00 per share of Common Stock, subject to
adjustment as hereinafter provided (the "Purchase Price"). The Purchase Price
and number of shares of Common Stock issuable upon exercise of each Warrant
are subject to adjustment as provided in Article 6. The shares of Common
Stock issuable upon exercise of the Warrants (and/or shares of common stock so
issuable by reason of any adjustments pursuant to Article 6) are sometimes
referred to herein as the "Warrant Shares."
2. Exercise; Expiration Date
2.1 The Warrants are exercisable, at the option of the Holder, in
whole or in part at any time and from time to time after issuance and on or
before the Expiration Date, upon surrender of this Warrant Certificate to the
Company together with a duly completed Notice of Exercise, in the form
attached hereto as Exhibit A, and payment of an amount equal to the<PAGE>
<PAGE>
Purchase Price times the number of Warrants to be exercised. In the case of
exercise of less than all the Warrants represented by this Warrant
Certificate, the Company shall cancel the Warrant Certificate upon the
surrender thereof and shall execute and deliver a new Warrant Certificate for
the balance of such Warrants.
2.2 The term "Expiration Date" shall mean 5:00 p.m. local time in
the State of Utah on February , 2002, or if such date shall in the State
of Utah be a holiday or a day on which banks are authorized to close, then
5:00 p.m. local time in the State of Utah the next following date which in the
State of Utah is not a holiday or a day on which banks are authorized to
close.
3. Registration and Transfer on Company Books
3.1 The Company shall maintain books for the registration and
transfer of the Warrants and the registration and transfer of the Warrant
Shares.
3.2 Prior to due presentment for registration of transfer of this
Warrant Certificate, or the Warrant Shares, the Company may deem and treat the
registered Holder as the absolute owner thereof.
3.3. The Company shall register upon its books any transfer of a
Warrant Certificate, upon surrender of same to the Company with a written
instrument of transfer duly executed by the registered Holder or by a duly
authorized attorney. Upon any such registration of transfer, new Warrant
Certificate(s) shall be issued to the transferee(s) and the surrendered
Warrant Certificate shall be canceled by the Company. A Warrant Certificate
may also be exchanged, at the option of the Holder, for new Warrant
Certificates of different denominations representing in the aggregate the
number of Warrants evidenced by the Warrant Certificate surrendered.
4. Reservation of Shares
The Company covenants that it will at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of issue
upon exercise of the Warrants, such number of shares of Common Stock as shall
then be issuable upon the exercise of all outstanding Warrants. The Company
covenants that all shares of Common Stock which shall be issuable upon
exercise of the Warrants shall be duly and validly issued and fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, and that upon issuance such shares shall be listed on each
national securities exchange, if any, on which the other shares of outstanding
Common Stock of the Company are then listed.
<PAGE>
<PAGE>
5. Loss or Mutilation
Upon receipt by the Company of reasonable evidence of the ownership of
and the loss, theft, destruction or mutilation of any Warrant Certificate and,
in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute
and deliver in lieu thereof a new Warrant Certificate representing an equal
number of Warrants.
6. Adjustment of Purchase Price and Number of Shares Deliverable
6.1 The number of shares of Common Stock purchasable upon the
exercise of each Warrant and the Purchase Price with respect to the Warrant
Shares shall be subject to adjustment as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its Common Stock payable in shares of its capital stock, (ii)
subdivide its outstanding shares of Common Stock through stock split or
otherwise, (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issue by reclassification of its
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation)
other securities of the Company, the number and/or nature of Warrant Shares
purchasable upon exercise of each Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which he would have owned
or have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph (a) shall become effective
retroactively as of the record date of such event.
(b) In case the Company shall issue rights, options or warrants or
securities convertible into Common Stock to the holders of its shares of
Common Stock generally, entitling them (for a period expiring within 45 days
after the record date referred below in this paragraph (b)) to subscribe for
or purchase shares of Common Stock at a price per share which (together with
the value of the consideration, if any, paid for such rights, options,
warrants or convertible securities) is lower on the record date referred to
below than the then Market Price Per Share of such Common Stock (as determined
pursuant to Section 9.2) the number of Warrant Shares thereafter purchasable
upon the exercise of each Warrant shall be determined by multiplying the
number of Warrant Shares immediately theretofore<PAGE>
<PAGE>
purchasable upon exercise of each Warrant by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of
shares of Common Stock outstanding on such record date plus the number of
shares which the aggregate offering price of the total number of shares of
Common Stock so offered would purchase at the then Market Price Per Share of
Common Stock. Such adjustment shall be made whenever such rights, options,
warrants or convertible securities are issued, and shall become effective
retroactively as of the record date for the determination of shareholders
entitled to receive such rights, options, warrants or convertible securities.
In the case such subscription price may be paid in consideration part of which
or all of which is in a form other than cash, the value of such consideration
shall be determined in good faith by the Board of Directors of the Company.
(c) In case the Company shall distribute to all holders of its
shares of Common Stock, or all holders of Common Stock shall otherwise become
entitled to receive, shares of capital stock of the Company (other than
dividends or distributions on its Common Stock referred to in paragraph (a)
above), evidences of its indebtedness or rights, options, warrants or
convertible securities providing the right to subscribe for or purchase any
shares of the Company's capital stock or evidences of its indebtedness (other
than any rights, options, warrants or convertible securities referred to in
paragraph (b) above), then in each case the number of Warrant Shares
thereafter purchasable upon the exercise of each Warrant shall be determined
by multiplying the number of Warrant Shares theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be the
then Market Price Per Share of Common Stock (as determined pursuant to Section
9(b)) on the record date mentioned below in this paragraph (c), and of which
the denominator shall be the then Market Price Per Share of Common Stock on
such record date, less the then fair value (as determined by the Board of
Directors of the Company, in good faith) of the portion of the shares of the
Company's capital stock other than Common Stock, evidences of indebtedness, or
of such rights, options, warrants or convertible securities, distributable
with respect to each Warrant Share. Such adjustment shall be made whenever
any such distribution is made, and shall become effective retroactively as of
the record date for the determination of shareholders entitled to receive such
distribution.
(d) In the event of any capital reorganization or any
reclassification of the capital stock of the Company or in case of the
consolidation or merger of the Company with another corporation (other than a
consolidation or merger in which the outstanding shares of the Company's
Common Stock are not<PAGE>
<PAGE>
converted into or exchanged for other rights or interests), or in the case of
any sale, transfer or other disposition to another corporation of all or
substantially all the properties and assets of the Company, the Holder of each
Warrant shall thereafter be entitled to purchase (and it shall be a condition
to the consummation of any such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition that appropriate
provisions shall be made so that such Holder shall thereafter be entitled to
purchase) the kind and amount of shares of stock and other securities and
property (including cash) which the Holder would have been entitled to receive
had such Warrants been exercised immediately prior to the effective date of
such reorganization, reclassification, consolidation, merger, sale, transfer
or other disposition; and in any such case appropriate adjustments shall be
made in the application of the provisions of this Article 6 with respect to
rights and interest thereafter of the Holder of the Warrants to the end that
the provisions of this Article 6 shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
purchasable upon the exercise of the Warrants. The provisions of this Section
6.1(d) shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers or other dispositions.
(e) Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as provided in this Section 6.1, the
Purchase Price with respect to the Warrant Shares shall be adjusted by
multiplying such Purchase Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
so purchasable immediately thereafter.
6.2 In the event the Company shall declare a dividend, or make a
distribution to the holders of its Common Stock generally, whether in cash,
property or assets of any kind, including any dividend payable in stock or
securities of any other issuer owned by the Company (excluding regularly
payable cash dividends declared from time to time by the Company's Board of
Directors or any dividend or distribution referred to in Section 6.1(a) or (c)
above), the Purchase Price of each Warrant shall be reduced, without any
further action by the parties hereto, by the Per Share Value (as hereinafter
defined) of the dividend. For purposes of this Section 6.2, the "Per Share
Value" of a cash dividend or other distribution shall be the dollar amount of
the distribution on each share of Common Stock and the "Per Share Value" of
any dividend or distribution other than cash shall be equal to the fair market
value of such non-cash distribution on each share of Common Stock as
determined in good faith by the Board of Directors of the Company.
<PAGE>
<PAGE>
6.3 No adjustment in the number of Warrant Shares purchasable under
the Warrants, or in the Purchase Price with respect to the Warrant Shares,
shall be required unless such adjustment would require an increase or decrease
of at least 1% in the number of Warrant Shares issuable upon the exercise of
such Warrant, or in the Purchase Price thereof; provided, however, that any
adjustments which by reason of this Section 6.3 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All final results of adjustments to the number of Warrant Shares and the
Purchase Price thereof shall be rounded to the nearest one thousandth of a
share or the nearest cent, as the case may be. Anything in this Section 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to make such changes in the number of Warrant Shares purchasable
upon the exercise of each Warrant, or in the Purchase Price thereof, in
addition to those required by such Section, as it in its discretion shall
determine to be advisable in order that any dividend or distribution in
shares of Common Stock, subdivision, reclassification or combination of shares
of Common Stock, issuance of rights, warrants or options to purchase Common
Stock, or distribution of shares of stock other than Common Stock, evidences
of indebtedness or assets (other than distributions of cash out of retained
earnings) or convertible or exchangeable securities hereafter made by the
Company to the holders of its Common Stock shall not result in any tax to the
holders of its Common Stock or securities convertible into Common Stock.
6.4 Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant or the Purchase Price of such Warrant Shares is
adjusted, as herein provided, the Company shall mail to the Holder, at the
address of the Holder shown on the books of the Company, a notice of such
adjustment or adjustments, prepared and signed by the Chief Financial Officer
or Secretary of the Company, which sets forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Purchase Price of such
Warrant Shares after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made.
6.5 In the event that at any time prior to the expiration of the
Warrants and prior to their exercise:
(a) the Company shall declare any distribution (other than a cash
dividend or a dividend payable in securities of the Company with respect to
the Common Stock); or
(b) the Company shall offer for subscription to the holders of the
Common Stock any additional shares of stock of any class or any other
securities convertible into Common Stock or any rights to subscribe thereto;
or
<PAGE>
<PAGE>
(c) the Company shall declare any stock split, stock dividend,
subdivision, combination, or similar distribution with respect to the Common
Stock, regardless of the effect of any such event on the outstanding number of
shares of Common Stock; or
(d) the Company shall declare a dividend, other than a dividend
payable in shares of the Company's own Common Stock; or
(e) there shall be any capital change in the Company as set forth in
Section 6.1(d); or
(f) there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company (other than in connection with a
consolidation, merger, or sale of all or substantially all of its property,
assets and business as an entity);
(each such event hereinafter being referred to as a "Notification Event"), the
Company shall cause to be mailed to the Holder, not less than 20 days prior to
the record date, if any, in connection with such Notification Event (provided,
however, that if there is no record date, or if 20 days prior notice is
impracticable, as soon as practicable) written notice specifying the nature of
such event and the effective date of, or the date on which the books of the
Company shall close or a record shall be taken with respect to, such event.
Such notice shall also set forth facts indicating the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Purchase Price and the kind and amount of the shares of stock or other
securities or property deliverable upon exercise of the Warrants.
6.6 The form of Warrant Certificate need not be changed because of
any change in the Purchase Price, the number of Warrant Shares issuable upon
the exercise of a Warrant or the number of Warrants outstanding pursuant to
this Section 6, and Warrant Certificates issued before or after such change
may state the same Purchase Price, the same number of Warrants, and the same
number of Warrant Shares issuable upon exercise of Warrants as are stated in
the Warrant Certificates theretofore issued pursuant to this Agreement. The
Company may, however, at any time, in its sole discretion, make any change in
the form of Warrant Certificate that it may deem appropriate and that does not
affect the substance thereof, and any Warrant Certificates thereafter issued
or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificate or otherwise, may be in the form as so changed.
<PAGE>
<PAGE>
7. Conversion Rights
7.1 In lieu of exercise of any portion of the Warrants as provided
in Section 2.1 hereof, the Warrants represented by this Warrant Certificate
(or any portion thereof) may, at the election of the Holder, be converted into
the nearest whole number of shares of Common Stock equal to: (1) the product
of (a) the number of shares of Common Stock then issuable upon the exercise of
the number of Warrants to be so converted and (b) the excess, if any, of (i)
the Market Price Per Share (as determined pursuant to Section 9.2) with
respect to the date of conversion over (ii) the Purchase Price in effect on
the business day next preceding the date of conversion, divided by (2) the
Market Price Per Share with respect to the date of conversion.
7.2 The conversion rights provided under this Section 7 may be
exercised in whole or in part and at any time and from time to time while any
Warrants remain outstanding. In order to exercise the conversion privilege,
the Holder shall surrender to the Company, at its offices, this Warrant
Certificate accompanied by a duly completed Notice of Conversion in the form
attached hereto as Exhibit B. The Warrants (or so much thereof as shall have
been surrendered for conversion) shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of such
Warrant Certificate for conversion in accordance with the foregoing
provisions. As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver to the Holder (i) a certificate or
certificates representing the number of shares of Common Stock to which the
Holder shall be entitled as a result of the conversion, and (ii) if the
Warrant Certificate is being converted in part only, a new certificate in
principal amount equal to the unconverted portion of the Warrant Certificate.
8. Voluntary Adjustment by the Company
The Company may, at its option, at any time during the term of the
Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants.
9. Fractional Shares and Warrants; Determination of
Market Price Per Share
9.1 Anything contained herein to the contrary notwithstanding, the
Company shall not be required to issue any fraction of a share of Common Stock
in connection with the exercise of Warrants. Warrants may not be exercised in
such number as would result (except for the provisions of this paragraph) in
the issuance of a fraction of a share of Common Stock unless the Holder is
exercising all Warrants then owned by<PAGE>
<PAGE>
the Holder. In such event, the Company shall, upon the exercise of all of
such Warrants, issue to the Holder the largest aggregate whole number of
shares of Common Stock called for thereby upon receipt of the Purchase Price
for all of such Warrants and pay a sum in cash equal to the remaining fraction
of a share of Common Stock, multiplied by its Market Price Per Share (as
determined pursuant to Section 9(2) below) as of the last business day
preceding the date on which the Warrants are presented for exercise.
9.2 As used herein, the "Market Price Per Share" with respect to any
date shall mean the average of the closing prices per share of the Company's
Common Stock for the ten (10) consecutive trading days immediately preceding
such date. The closing price for each such day shall be the last sale price
regular way or, in case no such sale takes place on such day, the average of
the closing bid and asked prices regular way, in either case on the principal
securities exchange on which the shares of Common Stock of the Company are
listed or admitted to trading, the last sale price, or in case no sale takes
place on such day, the average of the closing bid and asked prices of the
Common Stock on NASDAQ or any comparable system, or if the Common Stock is not
reported on NASDAQ, or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If such bid and asked prices are not available, then "Market Price
Per Share" shall be equal to the fair market value of the Company's Common
Stock as determined in good faith by the Board of Directors of the Company.
10. Registration Rights
10.1 No sale, transfer, assignment, hypothecation or other
disposition of the Warrant Shares shall be made unless any such transfer,
assignment or other disposition will comply with the rules and statutes
administered by the Securities and Exchange Commission and (i) a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), including
such shares is currently in effect, or (ii) in the opinion of counsel a
current Registration Statement is not required for such disposition of the
shares.
10.2 The Company agrees that the Holder shall have the one-time
right, exercisable at any time after the date hereof until the second
anniversary of the Expiration Date upon written notice to the Company, to
require that the Company prepare and promptly file a registration statement,
as may be required under the Act, in connection with the public offering, on a
time-to-time basis or otherwise, of not less than 50% of the then outstanding
Warrants and/or Warrant Shares. In connection therewith, the Company shall be
obligated to prepare and file<PAGE>
<PAGE>
such registration statement within 45 days of receipt of any such initial
notice and shall be further obligated to use its best efforts, including the
filing of any amendments or supplements thereto, to have any such registration
statement declared effective under the Act and the rules and regulations
promulgated thereunder as soon as practicable after the filing date thereof.
The Company shall also use its best efforts to keep any such registration
statement, and the accompanying prospectus, effective and current under the
Act at its expense for a period of not less than nine months; provided,
however, if such registration statement is on Form S-3 or its equivalent, such
obligation shall extend for a period of at least two years.
10.3 In addition to the rights of the Holder pursuant to Section
10.2, the Company agrees that, at any time or times hereafter, until the
second anniversary of the Expiration Date of the Warrants, as and when it
intends to register any of its securities under the Act other than pursuant to
a registration requested pursuant to Section 10.2 hereof, whether for its own
account and/or on behalf of selling stockholders (except in connection with an
offering solely to its employees or an offering solely related to an
acquisition on a Form S-4 or any subsequent similar form) the Company will
notify the Holder of such intention and, upon request from the Holder, will
use its best efforts to cause the Warrant Shares designated by the Holder to
be registered under the Securities Act. The number of Warrant Shares to be
included in such offering may be reduced if and to the extent that the
underwriter of securities included in the registration statement and offered
by the Company shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold by the Company therein;
provided, however, that the percentage of the reduction of such Warrant Shares
shall be no greater than the percentage reduction of securities of other
selling stockholders, as such percentage reductions are determined in the good
faith judgment of the Company. The Company will use its best efforts to keep
each such Registration Statement current for such period of time as is not
otherwise burdensome to the Company.
10.4 Any registration statement referred to in subsection 10.2 or
10.3 hereof shall be prepared and processed in accordance with the following
terms and conditions:
(i) The Holder will cooperate in furnishing promptly to the
Company in writing any information requested by the Company in connection with
the preparation, filing and processing of such registration statement.
(ii) To the extent requested by an underwriter of securities
included in the registration statement and offered by the Company, the Holder
will defer the sale of Warrant Shares for a period commencing twenty (20) days
prior and terminating sixty<PAGE>
<PAGE>
(60) days after the effective date of the registration statement, provided
that any principal shareholders of the Company who also have shares included
in the registration statement will also defer their sales for a similar
period.
(iii) The Company will furnish to the Holder such number of
prospectuses or other documents incident to such registration as may from time
to time be reasonably requested, and cause its shares to be qualified under
the blue-sky laws of those states reasonably requested by the Holder.
(iv) The Company will indemnify the Holder (and any officer,
director or controlling person of the Holder) and any underwriters acting on
behalf of the Holder against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) to which they may become subject
under the Securities Act or otherwise, arising out of or based upon any untrue
or alleged untrue statement of any material facts contained in any
registration statement filed pursuant hereto, or any document relating
thereto, including all amendments and supplements, or arising out of or based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
contained not misleading, and will reimburse the Holder (or such other
aforementioned parties) or such underwriters for any legal and all other
expenses reasonably incurred in accordance with investigating or defending any
such claim, loss, damage, liability or action; provided, however, that the
Company will not be liable where the untrue or alleged untrue statement or
omission or alleged omission is based upon information furnished in writing to
the Company by the Holder or any underwriter obtained by the Holder expressly
for use therein, or as a result of the Holder's or any such underwriter's
failure to furnish to the Company information duly requested in writing by
counsel for the Company specifically for use therein. This indemnity
agreement shall be in addition to any other liability the Company may have.
The indemnity agreement of the Company contained in this paragraph (iv) shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of any indemnified party and shall survive the delivery
of and payment for the Warrant Shares.
(v) The Holder will indemnify the Company (and any officer,
director or controlling person of the Company) and any underwriters acting on
behalf of the Company against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) to which they may become subject
under the Securities Act or otherwise, arising out of or based upon any untrue
or alleged untrue statement filed pursuant hereto, or any document relating
thereto, including all amendments, and supplements, or arising out of or based
upon the omission or alleged omission to state therein a material fact
required to be<PAGE>
<PAGE>
stated therein or necessary to make the statements therein contained not
misleading, and, will reimburse the Company (or such other aforementioned
parties) or such underwriters for any legal and other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability, or action; provided, however, that the Holder will be
liable as aforesaid only to the extent that such untrue or alleged untrue
statement or omission or alleged omission is based upon information furnished
in writing to the Company by the Holder or any underwriter obtained by the
Holder expressly for use therein, or as a result of its or such underwriter's
failure to furnish the Company with information duly requested in writing by
counsel for the Company specifically for use therein. This indemnity agreement
contained in this paragraph (v) shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of any indemnified
party and shall survive the delivery of and payment for the Warrant Shares.
(vi) Promptly after receipt by an indemnified party under this
subsection 10.4 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party, promptly notify the indemnifying party of the commencement
thereof, but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise
than under this subsection 10.4. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice from the
indemnifying party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
subsection 10.4 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than
reasonable costs of investigation or out-of-pocket expenses or losses or cost
incurred in collaborating in the defense.
(vii) Except as set forth in subsection 10.4 (viii), the Company
shall bear all costs and expenses incident to any registration pursuant to
this Section 10.
(viii) The Holder shall pay any and all underwriters' discounts,
brokerage fees and transfer taxes incident to the sale of any securities sold
by such Holder pursuant to this Section 10, and shall pay the fees and
expenses of any special attorneys or accountants retained by it.
<PAGE>
<PAGE>
11. Governing Law
This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its officers thereunto duly authorized and its corporate
seal to be affixed hereon, as of this day of February, 1997.
4HEALTH, INC.
By:
------------------------------
Name: R. Lindsey Duncan
Title: Chairman
[SEAL]
Attest:
- -------------------------------
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
The undersigned hereby irrevocably elects to exercise, pursuant to
Section 2 of the Warrant Certificate accompanying this Notice of Exercise,
Warrants of the total number of Warrants owned by the undersigned pursuant
to the accompanying Warrant Certificate, and herewith makes payment of the
Purchase Price of such shares in full.
------------------------------
Name of Holder
------------------------------
Signature
Address:
------------------------------
------------------------------
------------------------------
<PAGE>
<PAGE>
EXHIBIT B
NOTICE OF CONVERSION
The undersigned hereby irrevocably elects to convert, pursuant to Section 7 of
the Warrant Certificate accompanying this Notice of Conversion,
Warrants of the total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate into shares of the Common Stock of the
Company (the "Shares").
The number of Shares to be received by the undersigned shall be calculated in
accordance with the provisions of Section 7.1 of the accompanying Warrant
Certificate.
---------------------------
Name of Holder
-----------------------------
Signature
Address:
------------------------------
------------------------------
93815<PAGE>
<PAGE>
<Ex.E>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 1
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY Price
- -------- ------- - --- -- ------- ---------- -------- -------- ----------
02/03/97 02/06/97 B 6D F000497 351043104000 HHHH 10000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
02/05/97 02/10/97 S 6D F000497 351043104000 HHHH 1000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/06/97 02/11/97 B 6D F000497 351043104000 HHHH 40 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/07/97 02/12/97 B 6D F000497 351043104000 HHHH 20000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/10/97 02/13/97 B 6D F000497 351043104000 HHHH 500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/10/97 02/13/97 B 6D F000497 351043104000 HHHH 1500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/10/97 02/13/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 2
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY Price
- -------- ------- - --- -- ------- ---------- -------- -------- ----------
02/10/97 02/13/97 B 6D F000497 351043104000 HHHH 8000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/10/97 02/13/97 S 6D F000497 351043104000 HHHH 20000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/11/97 02/14/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/11/97 02/14/97 B 6D F000497 351043104000 HHHH 15000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/12/97 02/18/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/14/97 02/20/97 B 6D F000497 351043104000 HHHH 1800 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/18/97 02/21/97 B 6D F000497 351043104000 HHHH 9 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
02/18/97 02/21/97 B 6D F000497 351043104000 HHHH 50 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 3
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
-------- -------- - --- -- ------ ---------- ------- -------- ----------
02/18/97 02/21/97 B 6D F000497 351043104000 HHHH 2950 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/18/97 02/21/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/19/97 02/24/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/19/97 02/24/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/19/97 02/24/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/19/97 02/24/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/20/97 02/25/97 S 6N F000497 351043104000 HHHH 125000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 4
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
-------- -------- - --- -- ----- ---------- -------- ------- ----------
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 100 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
02/20/97 02/25/97 B 6D F000497 351043104000 HHHH 20000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/21/97 02/26/97 B 6D F000497 351043104000 HHHH 1500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 5
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
----- -------- - --- -- ------- ----------- -------- -------- ----------
02/24/97 02/27/97 B 6D F000497 351043104000 HHHH 20000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/25/97 02/28/97 B 6D F000497 351043104000 HHHH 40 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
02/25/97 02/28/97 B 6D F000497 351043104000 HHHH 75 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
02/25/97 02/28/97 B 6D F000497 351043104000 HHHH 4248 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/27/97 03/04/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
02/28/97 03/05/97 B 6D F000497 351043104000 HHHH 250 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 6
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/03/97 03/06/97 B 6D F000497 351043104000 HHHH 1500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/04/97 03/07/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/04/97 03/07/97 B 6D F000497 351043104000 HHHH 6000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/05/97 03/10/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/05/97 03/10/97 B 6D F000497 351043104000 HHHH 7500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/06/97 03/11/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/06/97 03/11/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/07/97 03/12/97 S 6N F000497 351043104000 HHHH 6000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 7
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/07/97 03/12/97 S 6N F000497 351043104000 HHHH 14000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/07/97 03/12/97 S 6N F000497 351043104000 HHHH 20000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/07/97 03/12/97 S 6N F000497 351043104000 HHHH 20000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/07/97 03/12/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/07/97 03/12/97 B 6D F000497 351043104000 HHHH 7360 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 8
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/10/97 03/13/97 B 6D F000497 351043104000 HHHH 10000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 1000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 2021 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 9
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/11/97 03/14/97 B 6D F000497 351043104000 HHHH 7500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/11/97 03/14/97 S 6D F000497 351043104000 HHHH 10000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/12/97 03/17/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/12/97 03/17/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 S 6N F000497 351043104000 HHHH 10000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 10
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/13/97 03/18/97 S 6N F000497 351043104000 HHHH 50000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 1000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 4300 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 11
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 8500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/13/97 03/18/97 B 6D F000497 351043104000 HHHH 10000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/14/97 03/19/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/14/97 03/19/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/14/97 03/19/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/14/97 03/19/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/17/97 03/20/97 S 6N F000497 351043104000 HHHH 50000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 12
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 5500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/17/97 03/20/97 B 6D F000497 351043104000 HHHH 7593 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/18/97 03/21/97 S 6N F000497 351043104000 HHHH 50000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 250 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 13
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 1000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 3500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 5000 5.5625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/18/97 03/21/97 B 6D F000497 351043104000 HHHH 5000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 14
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/18/97 03/21/97 S 6D F000497 351043104000 HHHH 2500 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/18/97 03/21/97 S 6D F000497 351043104000 HHHH 10000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 S 6D F000497 351043104000 HHHH 2000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/19/97 03/24/97 S 6D F000497 351043104000 HHHH 14000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 15
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/20/97 03/25/97 S 6N F000497 351043104000 HHHH 10000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 S 6N F000497 351043104000 HHHH 40000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 4000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/20/97 03/25/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 16
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
--- -------- - --- -- ------- ------------ -------- -------- ----------
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 100 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 1140 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 1500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/21/97 03/26/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 17
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/25/97 03/31/97 B 6D F000497 351043104000 HHHH 1000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/26/97 04/01/97 B 6D F000497 351043104000 HHHH 100 5.5
4HEALTH INC
SOES
WE MAKE A MKT IN THIS SECURI
03/27/97 04/02/97 B 6D F000497 351043104000 HHHH 3500 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/31/97 04/03/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/31/97 04/03/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
03/31/97 04/03/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
03/31/97 04/03/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 18
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
03/31/97 04/03/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/01/97 04/04/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/01/97 04/04/97 B 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/01/97 04/04/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/01/97 04/04/97 B 6D F000497 351043104000 HHHH 6000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 1000 5.5
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 1150 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 19
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 5300 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/02/97 04/07/97 B 6D F000497 351043104000 HHHH 8000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/03/97 04/04/97 B CXL 6D F000497 351043104000 HHHH 3000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/03/97 04/08/97 B 6D F000497 351043104000 HHHH 2000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/03/97 04/08/97 B 6D F000497 351043104000 HHHH 3397 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/04/97 04/09/97 B 6D F000497 351043104000 HHHH 3649 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/04/97 04/09/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 20
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
04/04/97 04/09/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/04/97 04/09/97 B 6D F000497 351043104000 HHHH 5600 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/04/97 04/09/97 B 6D F000497 351043104000 HHHH 15000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/07/97 04/10/97 S 6N F000497 351043104000 HHHH 25000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/07/97 04/10/97 B 6D F000497 351043104000 HHHH 5000 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/08/97 04/11/97 B 6D F000497 351043104000 HHHH 2500 5.5
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/08/97 04/11/97 B 6D F000497 351043104000 HHHH 7500 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 S 6N F000497 351043104000 HHHH 100000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 21
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 1000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 1000 5.875
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 5000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 5000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
<PAGE>
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 22
DATE : 04-11-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
---- -------- - --- -- ------- ------------ -------- -------- ----------
04/10/97 04/15/97 S 6D F000497 351043104000 HHHH 5000 5.875
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 S 6N F000497 351043104000 HHHH 100000 5.5625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 1000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 1000 5.875
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 2000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 5000 5.625
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
<PAGE>
ALLEN TRADE DATE HISTORY REPORT
PAGE : 23
DATE : 04-16-1997
T/D S/D B/S CXL BL SEC# CUSIP# SYM QUANTITY PRICE
- ---- -------- - --- -- ------- ----------- -------- -------- --------
04/10/97 04/15/97 B 6D F000497 351043104000 HHHH 5000 5.625
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
04/10/97 04/15/97 S 6D F000497 351043104000 HHHH 5000 5.875
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/11/97 04/16/97 S 6N F000497 351043104000 HHHH 35000 5.875
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/11/97 04/16/97 S 6N F000497 351043104000 HHHH 100000 5.875
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/11/97 04/16/97 B 6D F000497 351043104000 HHHH 20000 5.75
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/11/97 04/16/97 B 6D F000497 351043104000 HHHH 77500 5.75
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/14/97 04/17/97 B 6D F000497 351043104000 HHHH 2000 5.75
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/14/97 04/17/97 B 6D F000497 351043104000 HHHH 5000 5.75
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/14/97 04/17/97 B 6D F000497 351043104000 HHHH 5000 5.75
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/15/97 04/18/97 S 6N F000497 351043104000 HHHH 15000 5.875
4HEALTH INC
WE MAKE A MKT IN THIS SECURITY
04/15/97 04/18/97 B 6D F000497 351043104000 HHHH 3000 5.75
4HEALTH INC
SNET
WE MAKE A MKT IN THIS SECURI
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