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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1999
IATROS HEALTH NETWORK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20354 23-2596710
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
4514 Travis Street, Suite 330, Dallas, TX 75205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 599-9777
11910 Greenville Avenue, Suite 300, Dallas, TX 75243
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 1999, Iatros Health Network, Inc. ("Registrant")
consummated a transaction pursuant to which it acquired 1,000 shares of the
common stock of Trinity Rehab, Inc. ("Trinity"), representing all the
outstanding stock of Trinity (the "Trinity Shares"). The purchase price of the
Trinity Shares was $1,495,703.12 plus 100,000 shares of Registrant's common
stock. Trinity is a provider of rehabilitation services that operates in Texas
and Oklahoma, providing physical, occupational and speech therapy services to
long-term care providers and acute care hospitals through 131 private pay
contracts.
In connection with the transaction, Registrant issued and delivered to
the seller a promissory note in the amount of $1,495,703.12 payable in monthly
installments over a five-year period starting March 1, 1999, secured by a
pledge of the Trinity Shares acquired by Registrant in the transaction. The
monthly payments on the promissory note will be made out of the Registrant's
operating funds.
In early January 1999, Registrant had reached an agreement with
George Frederick Ashworth, the then owner of the Trinity Shares, for the
purchase by Registrant of the Trinity Shares. However, on January 17, 1999,
prior to the execution of certain transaction documents and satisfaction of
conditions to closing, Mr. Ashworth died. Rather than proceed with the previous
arrangement, Registrant and Martha Louise Ashworth, Mr. Ashworth's widow and
the independent executrix of his estate, entered into a superseding agreement
for the sale to Registrant of the Trinity Shares, which was executed on
February 26, 1999 (attached as Exhibit 2.1 hereto, the terms and provisions of
which are incorporated herein by reference). The consideration was determined in
arm's-length negotiations.
Prior to the consummation of the transaction, Ronald E. Lusk, Chairman
and Chief Executive Officer of Registrant, was one of three joint holders on a
promissory note issued by Trinity in the principal amount of $700,000, on which
accrued interest and penalties were estimated to be approximately $130,000.
Other than the foregoing, there are no material relationships between Mrs.
Ashworth or Mr. Ashworth (prior to his death) and Registrant or any of its
affiliates, any officer or director of Registrant, or any associate of such an
officer or director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
As of the date hereof, it is impracticable for the registrant to
provide the required historical and pro forma financial statements and
information in response to Items 7(a) and (b). Such statements and information
will be prepared and filed as soon as practicable, but in no event later than 60
days from the date on which this report is filed.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. See above.
(b) PRO FORMA FINANCIAL INFORMATION. See above.
(c) EXHIBITS. The exhibits listed in the exhibit index are filed as
part of, or incorporated by reference in, this current report on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IATROS HEALTH NETWORK, INC.
Date: March 18, 1999 By: /s/ Ronald E. Lusk
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Ronald E. Lusk, Chairman and Chief Executive Officer
EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<S> <C>
2.1 Stock Purchase Agreement dated as of
February 15, 1999 (executed February 26,
1999) by and between Iatros Health Network,
Inc. and Martha Louise Ashworth
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Exhibit 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
February 15, 1999, by and between IATROS HEALTH NETWORK, INC., a Delaware
corporation ("Purchaser") and MARTHA LOUISE ASHWORTH ("Seller"), individually
and as independent executrix of the estate of George Fredrick Ashworth (the
"Deceased").
RECITALS:
WHEREAS, the Deceased owned one thousand (1,000) shares (the
"Shares") of the issued and outstanding common stock of Trinity Rehab, Inc., a
Texas corporation (the "Company");
WHEREAS, the Deceased was married to Martha Louise Ashworth,
and thus, under the laws of the State of Texas, Martha Louise Ashworth had a
community property interest in the Shares;
WHEREAS, the Deceased expired on January 17, 1999;
WHEREAS, Martha Louise Ashworth was duly appointed as
independent executrix of the estate of the Deceased (SEE Exhibit A); and
WHEREAS, Seller now desires to sell and Purchaser desires to
purchase the Shares upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual
promises, covenants and conditions herein contained and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I
SALE AND TRANSFER OF SHARES
1.1 PURCHASE AND SALE. Subject to the terms and conditions of
this Agreement, Seller shall sell, convey, transfer and deliver to Purchaser at
the Closing (as hereinafter defined), and Purchaser shall purchase and accept,
all of the
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Shares, free and clear of all security interests, liens, charges, pledges,
claims, demands or encumbrances. Seller shall deliver to Purchaser at the
Closing stock certificates representing the Shares duly endorsed by Seller for
transfer to Purchaser.
1.2 PURCHASE PRICE. The purchase price for the Shares (the
"Purchase Price") shall be (i) One Million Four Hundred Ninety-Five Thousand
Seven Hundred Three and 12/100 Dollars ($1,495,703.12) (the "Cash Purchase
Price"), and (ii) one hundred thousand (100,000) shares of validly issued, fully
paid and non-assessable shares of Purchaser's common stock (the "Stock Purchase
Price"). Payment of the Cash Purchase Price shall be made by delivery at the
Closing of a promissory note payable to the order of Seller in form and
substance substantially identical to EXHIBIT B attached hereto (the "Note").
Payment of the Stock Purchase Price shall be made by delivery at the Closing of
certificates representing the Stock Purchase Price.
1.3 CLOSING. The closing hereunder (the "Closing") shall take
place on February 26, 1999 (the "Closing Date"). At the Closing, the stock
certificate(s) representing the Shares shall be duly endorsed by Seller for
transfer to Purchaser as of the Closing Date and delivered to Purchaser.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
As an inducement to Purchaser to execute this Agreement and to
enter into the transactions contemplated by this Agreement, Seller represents
and warrants to Purchaser that:
2.1 ORGANIZATION, GOOD STANDING AND AUTHORITY OF THE COMPANY.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas. The Company has full authority
and power to carry on its business as it is now conducted, and to own, lease and
operate the assets owned, leased or operated by it.
2.2 AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not violate or
result in a breach
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of any of the terms or provisions of, or constitute a default (or any event
which, with notice or the passage of time, or both, would constitute a default)
under, or conflict with or result in the termination of, or accelerate the
performance required by, (i) any agreement, indenture or other instrument to
which the Company or Seller is a party or by which it is bound, (ii) the
Certificate of Incorporation, Bylaws or similar organizational documents of the
Company, (iii) any judgment, decree, order or award of any court, governmental
body or arbitrator by which the Company or Seller is bound, or (iii) any law,
rule or regulation applicable to the Company or Seller.
2.3 NO LEGAL BAR. Seller is not prohibited by any order, writ,
injunction or decree of any body of competent jurisdiction from consummating the
transactions contemplated by this Agreement and all other agreements referenced
herein, and no action or proceeding is pending against Seller which questions
the validity of this Agreement or any such other agreements, any of the
transactions contemplated hereby or thereby or any action which has been taken
by any of the parties in connection herewith or therewith or in connection with
any of the transactions contemplated hereby or thereby.
2.4 TITLE; POSSESSION. Seller has good and marketable title to
the Shares being transferred hereby and there are no security interests, liens
or other encumbrances whatsoever with respect thereto. Seller has possession of
the certificates representing the Shares being transferred hereby.
2.5 AUTHORIZATION. Seller has full capacity, power and
authority to enter into this Agreement and all other agreements referenced
herein, and Seller has been duly authorized to execute, endorse and deliver the
stock certificate(s) representing the Shares.
2.6 FINANCIAL STATEMENTS. Except as expressly disclosed in
writing, the unaudited financial statements of the Company are substantially
complete and correct in all material respects as of the respective dates and for
the respective periods stated therein.
2.7 NO BROKERAGE FEES. Neither Seller nor the Deceased has
dealt with, nor are obligated to make any payment to, any finder, broker,
investment banker or financial advisor in connection with any of the
transactions contemplated
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by this Agreement and all other agreements referenced herein, or the
negotiations looking toward the consummation of such transactions contemplated
hereby or thereby.
2.8 NO MISSTATEMENTS OR OMISSIONS. To the best of Seller's
knowledge, no representation, warranty or disclosure made by Seller to Purchaser
or Purchaser's representatives is or will be false or misleading as to any
material fact or omits or will omit to state a material fact necessary to make
the statements contained therein not misleading.
2.9 SELLER'S INVESTIGATION AND EXPERIENCE. Seller acknowledges
that Purchaser is making no representations or warranties whatsoever with
respect to the value of the Stock Purchase Price or the rights provided by the
Stock Purchase Price to a holder thereof. Seller further acknowledges that prior
to the Closing Purchaser has made available to Seller an adequate opportunity to
ask questions and receive answers from any person authorized to act on behalf of
Purchaser regarding Purchaser, its operations, business, financial condition and
prospects, and that all documents, records, books and other information
pertaining to Purchaser and the value of the Stock Purchase Price requested by
the Seller have been made available or delivered to Seller to the extent
Purchaser possesses such documents, records, books and other information
pertaining to Purchaser or can acquire such without unreasonable expense or
effort. Seller has undertaken any and all investigation with respect to
Purchaser and the Stock Purchase Price which Seller deems necessary or desirable
with respect to the transactions contemplated herein and is relying solely on
its investigation as to the value of the Stock Purchase Price and the risks of
ownership thereof. Seller has substantial experience in investments comparable
to an investment in the Stock Purchase Price, has the resources necessary and
appropriate to assume the risks of an investment in the Stock Purchase Price and
to protect her interests therein, and has been advised by legal counsel with
respect to the transactions contemplated herein.
2.10 INVESTMENT INTENT. Seller is receiving the Stock Purchase
Price for her own account and not on behalf of any other person. Seller is
receiving the Stock Purchase Price for investment and not with a view to
distribution or with the intent to divide its participation with others by
reselling or otherwise distributing the Stock Purchase Price. Seller understands
that the Stock Purchase Price is being transferred hereunder without
registration under the Securities Act of 1933,
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as amended (the "1933 Act"), and any applicable state securities laws, by reason
of its issuance in a transaction exempt from the registration requirements of
the 1933 Act and such state laws, and that it must be held for at least one (1)
year unless it is subsequently registered under the 1933 Act and such state
laws, or such subsequent disposition thereof is exempt from registration. Seller
is an "accredited investor" within the meaning of Rule 501, promulgated under
the 1933 Act.
2.11 LEGEND. Each certificate representing the Stock Purchase
Price shall bear the following legend, or a similar legend reasonably deemed by
the Purchaser to constitute an appropriate notice of the provisions hereof and
the applicable securities laws (any such certificate not having such legend
shall be surrendered upon demand by the Purchaser and so endorsed):
On the face of the certificate:
TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH
CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.
On the reverse of the certificate:
SHARES OF STOCK REPRESENTED BY THIS CERTIFCATE HAVE BEEN
ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT
FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED
PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO
EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS
OTHERWISE IN COMPLIANCE WITH OR EXEMPT FROM SUCH LAWS, AND
UPON EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF
COMPLIANCE WITH OR EXEMPTION FROM SUCH LAWS, AS TO WHICH THE
COMPANY MAY RELY UPON AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
As an inducement to Seller to execute this Agreement and to
enter into the transactions contemplated by this Agreement, Purchaser represents
and warrants to Seller that:
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3.1 ORGANIZATION, GOOD STANDING AND AUTHORITY. Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company has full authority and power to carry on
its business as it is now conducted, and to own, lease and operate the assets
owned, leased or operated by it. The Agreement has been duly authorized,
executed and delivered by Purchaser and constitutes a legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms.
3.2 AGREEMENT NOT IN BREACH OF OTHER INSTRUMENTS. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will not violate or
result in a breach of any of the terms or provisions of, or constitute a default
(or any event which, with notice or the passage of time, or both, would
constitute a default) under, or conflict with or result in the termination of,
or accelerate the performance required by, (i) any agreement, indenture or other
instrument to which Purchaser is a party or by which it is bound, (ii) the
Certificate of Incorporation, Bylaws or similar organizational documents of
Purchaser, (iii) any judgment, decree, order or award of any court, governmental
body or arbitrator by which Purchaser is bound, or (iv) any law, rule or
regulation applicable to Purchaser.
3.3 NO LEGAL BAR. Purchaser is not prohibited by any order,
writ, injunction or decree of any body of competent jurisdiction from
consummating the transactions contemplated by this Agreement and all other
agreements referenced herein, and no action or proceeding is pending against
Purchaser which questions the validity of this Agreement or any such other
agreements, any of the transactions contemplated hereby or thereby or any action
which has been taken by any of the parties in connection herewith or therewith
or in connection with any of the transactions contemplated hereby or thereby.
3.4 CAPITALIZATION. The authorized capital stock of Purchaser
consists of (i) 25,000,000 shares of Purchaser Common Stock, $.001 par value, of
which, as of the Closing Date, 20,944,958 shares are issued and outstanding, and
(ii) 5,000,000 shares of Purchaser Preferred Stock, $.001 par value, of which,
as of the Closing Date, 533,333 Series A shares and 100,000 Series B shares are
issued and outstanding. All of the issued and outstanding shares of Purchaser's
capital stock are, and all shares comprising the Stock Purchaser Price shall be,
validly issued, fully paid and non-assessable.
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3.5 NO BROKERAGE FEES. Purchaser has not dealt with, nor is
obligated to make any payment to, any finder, broker, investment banker or
financial advisor in connection with any of the transactions contemplated by
this Agreement and all other agreements referenced herein, or the negotiations
looking toward the consummation of such transactions contemplated hereby or
thereby.
3.6 NO MISSTATEMENTS OR OMISSIONS. To the best of Purchaser's
knowledge, no representation, warranty or disclosure made by Purchaser to Seller
or Seller's representatives is or will be false or misleading as to any material
fact or omits or will omit to state a material fact necessary to make the
statements contained therein not misleading.
ARTICLE IV
INDEMNIFICATION
4.1 INDEMNIFICATION BY SELLER. Seller hereby agrees to
indemnify and hold Purchaser, its officers, directors, controlling persons and
agents, harmless from and against any claim, liability, obligation, loss or
other damage (including, without limitation, reasonable attorneys' fees and
expenses) asserted against, imposed upon or incurred by Purchaser, its officers,
directors, controlling persons and agents, arising out of any inaccuracy in or
breach of any of Seller's representations and warranties set forth in Article II
of this Agreement.
4.2 INDEMNIFICATION BY PURCHASER. Purchaser hereby agrees to
indemnify and hold Seller harmless from and against any claim, liability,
obligation, loss or other damage (including, without limitation, reasonable
attorneys' fees and expenses) asserted against, imposed upon or incurred by
Seller arising out of any inaccuracy in or breach of any of Purchaser's
representations and warranties set forth in Article III of this Agreement.
4.3 CLAIMS PROCESS. As soon as is reasonably practicable after
Purchaser or Seller becomes aware of any claim that it has which is covered
under this Article IV, Purchaser or Seller, as the case may be ("Indemnified
Party") shall notify the other party ("Indemnifying Party") in writing, which
notice shall describe the claim in reasonable detail, and shall indicate the
amount (estimated, if necessary to the extent feasible) of the claim. In the
event of a third party claim
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which is subject to indemnification under this Article IV, the Indemnifying
Party shall promptly defend such claim by counsel of its own choosing, subject
to the approval of the Indemnified Party, which approval shall not unreasonably
be withheld, and the Indemnified Party shall cooperate with the Indemnifying
Party in the defense of such claim including the settlement of the matter on the
basis stipulated by the Indemnifying Party (with the Indemnifying Party being
responsible for all costs and expenses of such settlement). Any such settlement
shall include a complete and unconditional release of the Indemnified Party from
the claim.
4.4 SURVIVAL; CLAIMS. The representations and warranties set
forth in Articles II and III above, and the indemnification rights set forth in
this Article IV, shall survive for a period of one (1) year after the date
hereof. No party shall have any liability for any breach of any representation
or warranty set forth herein unless the other party shall have given it written
notice of such breach promptly upon becoming aware of same and prior to the
first anniversary of the date of this Agreement. Such notice shall identify the
applicable Section of this Agreement, the alleged breach and the amounts for
which the indemnitor is alleged to be liable in detail. The indemnitor shall be
entitled to assume the defense of any third-party claim, provided that it admits
in writing its obligation to indemnify the indemnitee for such claim.
4.5 LIMITATIONS ON INDEMNIFICATION. Any amounts which any
party hereto may be obligated to pay another party hereto pursuant to this
Article IV shall not exceed the Cash Purchase Price, and in no event shall
Seller be obliged to remit any amount in excess of that actually paid to Seller
under the Note. In the event Seller is required to indemnify Purchaser, its
officers, directors, controlling persons or agents, Purchaser shall first reduce
the amount of the unpaid indebtedness of Purchaser owed to Seller under the
Note, and if such indebtedness is insufficient to satisfy the amount of
indemnification payable hereunder, Purchaser shall have the right to seek
recovery from Seller up to the amount of the Cash Purchase Price actually
received by Seller.
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ARTICLE V
MISCELLANEOUS
5.1 EXPENSES. Each party hereto shall bear and pay all costs
and expenses incurred by it in connection with the transactions contemplated by
this Agreement including, without limitation, fees, costs and expenses of its
own financial consultants, accountants and counsel.
5.2 ATTORNEYS' FEES. In the event any party brings an action
to enforce this Agreement, the prevailing party or parties in such action shall
be entitled to recover reasonable costs incurred in connection therewith,
including reasonable attorneys' fees. Reasonable attorneys' fees shall include
reasonable charges allocated for internal counsel.
5.3 ENTIRE AGREEMENT. This Agreement (including all Exhibits
hereto) supersedes any and all other agreements, oral or written, between the
parties hereto and the Deceased with respect to the subject matter hereof, and
contains the entire agreement between such parties with respect to the
transactions contemplated hereby. No party to this Agreement shall be entitled
to rely on any representation, warranty or agreement not set forth in this
Agreement.
5.4 AMENDMENTS. This Agreement shall not be modified or
amended except by an instrument in writing signed by or on behalf of all of the
parties hereto.
5.5 SUCCESSORS; ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted transferees and assignees.
Neither this Agreement nor any interest herein may directly or indirectly be
transferred or assigned by any party, in whole or in part, without the written
consent of the other parties, which consent shall not be unreasonably withheld.
5.6 NOTICES. Any notice, demand or request required or
permitted to be given under the provisions of this Agreement shall be in writing
and shall be deemed to have been duly given on the earlier of (a) the date
actually received by the party in question, by whatever means and however
addressed, or (b) the date sent by telecopy, or on the date of personal
delivery, if delivered by hand, or on the date signed for if sent, prepaid, by
Federal Express or similar nationally-recognized
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overnight delivery service, to the following addresses, or to such other
addresses as either party may request, in the case of Seller, by notifying
Purchaser, and in the case of Purchaser, by notifying Seller:
If to Purchaser: Iatros Health Network, Inc.
11910 Greenville Avenue
Suite 300
Dallas, TX 75243
Attn: Ronald E. Lusk
Telephone: (888) 900-1133
Telecopy: (972) 889-0853
With copies to: Reed Smith Shaw & McClay, LLP
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, DC 20005
Attn: Scott D. Chenevert, Esq.
Telephone: (202) 414-9489
Telecopy: (202) 414-9299
If to Seller: Martha Ashworth
2107 Fairway Vista
McKinney, TX 75070
Telephone: (972) 562-9675
Telecopy: (972) 562-9674
With copies to: Winstead Sechrest & Minick, P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, TX 75270
Attn: Sheryl B. Latham, Esq.
Telephone: (214) 745-5697
Telecopy: (214) 745-5390
5.7 WAIVER. No waiver hereunder shall be valid unless set
forth in writing.
5.8 SEVERABILITY. In the event that any term or provision of
this Agreement or any application thereof shall be held by a tribunal of
competent jurisdiction to be unlawful or unenforceable, the remainder of this
Agreement and any other application of such term or provision shall continue in
full force and effect and the parties shall endeavor to replace the unlawful or
unenforceable provision with one that is lawful and enforceable and which gives
the fullest effect to the intent of the parties as expressed herein.
5.9 NO THIRD PARTY BENEFICIARY. This Agreement is for the
benefit of, and may be enforced only by, Seller and Purchaser, and their
respective
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successors and permitted transferees and assignees, and is not for the benefit
of, and may not be enforced by, any third party.
5.10 APPLICABLE LAW. This Agreement shall be governed by and
construed and enforced in accordance with, the laws of the State of Texas,
without regard to the conflicts of laws provisions thereof.
5.11 CONSTRUCTION. The titles and headings to sections herein
are inserted for convenience of reference only, and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement. The
parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that consequently any rule of construction to the effect that
any ambiguities are to be resolved against the drafting party is not applicable
in the interpretation of this Agreement or any exhibits or schedules hereto.
5.12 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the date and year first above written.
MARTHA LOUISE ASHWORTH:
/s/ Martha Louise Ashworth
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Individually and as Independent Executrix of the Estate
of George Fredrick Ashworth
IATROS HEALTH NETWORK, INC.:
By: /s/ Ronald E. Lusk
---------------------------------------------------------
Name: Ronald E. Lusk
Its: Chairman and Chief Executive Officer
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EXHIBIT A
[OMITTED]
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EXHIBIT B
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PROMISSORY NOTE
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$1,495,703.12 DALLAS, TEXAS
FEBRUARY 15, 1999
For value received, the undersigned, IATROS HEALTH NETWORK, INC., a Delaware
corporation (the "MAKER"), hereby promises to pay to the order of MARTHA LOUISE
ASHWORTH (the "HOLDER"), at such place as from time to time may be designated by
the Holder, in lawful money of the United States of America, the principal sum
of One Million Four Hundred Ninety-Five Thousand Seven Hundred Three and 12/100
Dollars ($1,495,703.12), together with any applicable charges and interest
thereon from the date hereof upon the balance of the principle sum from time to
time remaining unpaid at a rate per annum equal to six percent (6%) per annum,
compounded monthly. If applicable law provides for a ceiling under Tex. Rev.
Civ. Stat. Ann. art. 5069-1.04, that ceiling shall be the indicated rate
ceiling.
This Promissory Note (this "NOTE") is issued pursuant to that certain Stock
Purchase Agreement, dated February 15, 1999, by and between the Maker and the
Holder (the "PURCHASE AGREEMENT"). Terms defined in the Purchase Agreement are
used herein as so defined unless otherwise defined herein.
This Note shall be payable in fifty-nine (59) equal monthly installments of
Fourteen Thousand Five Hundred Eighty-Three and 33/100 Dollars ($14,583.33), and
one (1) final installment of all remaining principal and accrued interest in the
sixtieth (60th) month. All payments shall be made on the first (1st) day of each
month commencing on March 1, 1999, and shall be treated as payment towards
accrued interest with the remainder, if any, applied towards the remaining
principal.. In any case where the Payment Date shall be a Sunday or legal
holiday, or a day on which banking institutions are authorized by law or
executive order to close, then payment need not be made on such date, but may be
made on the next succeeding banking day with the same force and effect as if
made on the date due.
Notwithstanding the above, in the event Ronald E. Lusk ceases to be involved in
the daily management and operations of the Maker and/or undergoes a reduction in
voting control, in terms of total number of shares or proportional ownership
decrease, as of the date hereof, of more than ten percent (10%), then this Note
shall be immediately due and payable in full.
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Holder may apply any payments made by Maker to principal, costs of collection
and other amounts owing hereunder in such order as Holder may elect.
Maker may prepay this Note in whole at any time, or in part from time to time,
without penalty or premium, provided that any such principal thus paid is
accompanied by accrued interest on such principal. Any partial prepayments of
principal shall be applied to installments thereof in the inverse order of
maturity.
Holder may declare the entire Note immediately due and payable in full in the
event that Maker fails to pay any installment of this Note when due.
PAYMENT OF THIS NOTE IS SECURED BY AND ENTITLED TO THE BENEFITS OF THE SECURITY
INTEREST GRANTED BY THE STOCK PLEDGE AGREEMENT OF EVEN DATE HEREWITH BETWEEN
MAKER AND HOLDER (THE "STOCK PLEDGE AGREEMENT"). UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT, AS DEFINED IN THE STOCK PLEDGE AGREEMENT, THIS NOTE SHALL BE
IMMEDIATELY DUE AND PAYABLE IN FULL.
All notices hereunder shall be given using the addresses for notice in effect
from time to time under the Purchase Agreement.
The Maker and all sureties, guarantors and endorsers of this Note severally
waive valuation and appraisal, demand, presentment, notice of dishonor, notice
of intent to demand payment hereof, notice of demand, notice of intent to
accelerate payment hereof, notice of acceleration, diligence in collecting,
grace, notice, and protect, and agree to one or more renewals or extensions for
any period or periods of time, partial payments, and releases or substitutions
of security, in whole or in part, with or without notice, before or after
maturity.
If this Note shall be collected by legal proceedings or through a probate or
bankruptcy court, or shall be placed in the hands of an attorney for collection
after default or maturity, the undersigned shall pay all costs of collection,
including attorneys' fees and expenses.
THIS NOTE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY
HEREOF, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. TEX. REV.
CIV. STAT. ANN. ART. 5069 CH. 15, AS AMENDED (WHICH REGULATES CERTAIN REVOLVING
CREDIT AND LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY
HERETO.
It is the intention of Maker and Holder hereof to conform strictly to the usury
laws now or hereafter in force in the State of Texas, and any interest payable
under this
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Note shall be subject to reduction to the amount not in excess of the maximum
non-usurious amount allowed under the usury laws of the State of Texas as now or
hereafter construed by the courts having jurisdiction over such matters. If such
interest does exceed the maximum legal rate, it shall be deemed a mistake and
such excess shall be canceled automatically and, if theretofore paid, rebated to
Maker or credited to the principal amount of this Note, or if this Note has been
repaid, then such excess shall be rebated to Maker.
THIS NOTE AND OTHER AGREEMENTS REFERRED TO HEREIN REPRESENTS THE FINAL AGREEMENT
OF THE MAKER AND THE HOLDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARITIES.
EXECUTED as of the date first set forth above.
IATROS HEALTH NETWORK, INC.
By:
-------------------------------------------
Name: Ronald E. Lusk
Its: Chairman and Chief Executive Officer
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