<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13d - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 2)*
HEALTH RISK MANAGEMENT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
421935107
(CUSIP Number)
PHILLIP S. DINGLE, ESQ.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HEALTHPLAN SERVICES CORPORATION
3501 FRONTAGE ROAD
TAMPA, FLORIDA 33607
(813) 289-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and file copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
- ---------------
* 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 purpose 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 1 of 7 Pages
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<PAGE> 2
SCHEDULE 13D
(AMENDMENT NO. 2)
CUSIP NO. 421935107
<TABLE>
<S> <C> <C> <C>
- ---------------- ------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: HEALTHPLAN SERVICES CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 133787901
- ---------------- ------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ---------------- ------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------- ------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A (This Filing is to report a disposition, not a purchase)
- ---------------- ------------------------------------------------------------------------------------------
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
- -------------------------- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
0**
NUMBER OF ---------- ---------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0**
OWNED BY ---------- ---------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0**
PERSON WITH ---------- ---------------------------------------------------------------------
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* [ ]
- ---------------- ------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%**
- ---------------- ------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- ---------------- ------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** ON MARCH 5, 1997, THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER OF
MORE THAN FIVE PERCENT OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF HEALTH RISK MANAGEMENT, INC. (THE "HRMI COMMON STOCK") SUBSEQUENT
TRANSACTIONS IN HRMI COMMON STOCK BY THE REPORTING PERSON WERE IMMATERIAL,
AND AS OF THE DATE OF THIS FILING, THE REPORTING PERSON DOES NOT
BENEFICIALLY OWN ANY SHARES OF HRMI COMMON STOCK.
PAGE 2 OF 7
<PAGE> 3
INTRODUCTION
This Amendment No. 2 to Schedule 13 D ("Amendment No. 2") is intended
to amend and supplement certain information set forth in the Schedule 13D filed
on September 23, 1996 and the Amendment No. 1 thereto filed on October 23, 1996
(the "Initial Filings") by HealthPlan Services Corporation ("HPS"), a Delaware
corporation. In this Amendment No. 2, HPS is occasionally referred to as a
"Reporting Person."
The capitalized terms used in the Amendment No. 2 shall have the same
meaning as in the Initial Filings, unless otherwise defined herein or the
context otherwise requires.
ITEM 1. ABSECURITY AND ISSUER
The title of the class of equity securities to which this Amendment
No. 2 relates is the common stock, par value $0.01 per share (the "HRMI Common
Stock"), of Health Risk Management, Inc., a Minnesota corporation ("HRMI"). The
address of HRMI's principal executive office is 10900 Hampshire Ave. South,
Minneapolis, Minnesota 55438.
ITEM 2. IDENTITY AND BACKGROUND
a) The person filing this Amendment No. 2 is HealthPlan Services
Corporation ("HPS").
b) The address of HPS's principal business office is: 3501 Frontage
Road, Tampa, Florida 33607.
c) HPS is a Delaware corporation engaged in providing marketing,
distribution, administrative and cost containment services on
behalf of health care payors.
The following persons, all of whom are United States Citizens, are the
executive officers and directors of HPS:
James K. Murray, Jr., Chairman of the Board and Chief Executive
Officer of HPS since January 1998, and a director of HPS since October 1994.
Mr. Murray's address is 3501 Frontage Road, Tampa, Florida 33607.
William L. Bennett, Vice Chairman of the Board since January 1998,
Chairman of the Board from December 1994 to December 1997, and a director of
HPS since August 1994. Mr. Bennett's address is 3501 Frontage Road, Tampa,
Florida 33607.
Page 3 of 7
<PAGE> 4
Joseph A. Califano, Jr., a director of HPS since 1995. Mr. Califano is
Chairman and President of The National Center on Addiction and Substance Abuse
at Columbia University. Mr. Califano's address is 152 W. 57th Street, 12th
Floor, New York, New York 10019.
Joseph S. DiMartino, a director of HPS since March, 1995. Mr.
DiMartino is Chairman of the Board of approximately 168 funds in the Dreyfus
Family of Mutual Funds. Mr. DiMartino's address is 22 E. 67th Street, New York,
New York 10019.
Vincent D. Farrell, Jr., a director of HPS since July 1997, is
Managing Director and Chief Investment Officer for Spears, Benzak, Salomon &
Farrell, a money management firm based in New York. Mr. Farrell's address is 45
Rockefeller Plaza, 33rd Floor, New York, New York 10111.
John R. Gunn, a director of HPS since November, 1994. Since 1982, Mr.
Gunn has served in various capacities for the Memorial Sloan-Kettering Cancer
Center, a medical center and research institute, and is currently its Executive
Vice President and Chief Operating Officer and a member of its Board of
Managers. Mr. Gunn's address is 1275 York Avenue, New York, New York 10021.
Nancy M. Kane, D.B.A., a director of HPS since November, 1994. Dr.
Kane is an author, lecturer, and recognized expert in managed health care.
Since 1980, she has been a member of the Harvard School of Public Health
facility, where she has served in the Department of Health Policy and
Management. Ms. Kane's address is 677 Huntington Avenue, Boston, Massachusetts
02115.
David Nierenberg, a director of HPS since November, 1994. Mr.
Nierenberg is President of Nierenberg Investment Management Co., Inc., an
investment management company. Mr. Nierenberg's address is 19605 N.E. 8th
Street, Camas, Washington 98607.
James G. Niven, a director of HPS since November, 1994. Mr. Niven is a
Senior Vice President of Sotheby's, an international auction house. He is also
a general partner of Pioneer Associates, a venture capital investment company.
Mr. Niven's address is 1334 York Avenue, New York, New York 10021.
Marc I. Perkins, a director of HPS since October, 1997. Mr. Perkins is
the Vice Chairman and Chief Executive Officer of Gunther International, a
manufacturer of high speed inserting equipment. Mr. Perkins' address is One
Winnenden Road, Norwich, Connecticut 06360.
Arthur F. Weinbach, a director of HPS since February, 1997. Mr.
Weinbach is Chairman and Chief Executive Officer of Automatic Data Processing,
Inc. ("ADP"). Mr. Weinbach's address is One ADP Boulevard, Roseland, New Jersey
07068.
Jeffrey L. Markle, Executive Vice President - Medical Loss Management
of HPS. Mr. Markle's address is 3501 Frontage Road, Tampa, Florida 33607.
Page 4 of 7
<PAGE> 5
Robert R. Parker, a director of HPS since July 1998, is President and
Chief Operating Officer of HPS since January 1998. Mr. Parker's address is 3501
Frontage Road, Tampa, Florida 33607.
Jeffery W. Bak, Executive Vice President - Sales, Marketing, and
Business Development of HPS since January 1999. Mr. Bak's address is 3501
Frontage Road, Tampa, Florida 33607.
Phillip S. Dingle, Executive Vice President and Chief Financial
Officer of HPS since January 1999. From August 1996 to December 1998, Mr.
Dingle was Senior Vice President and Chief Counsel of HPS. Mr. Dingle's address
is 3501 Frontage Road, Tampa, Florida 33607.
George E. Lucco, Executive Vice President of HPS since October 1994.
Mr. Lucco's address is 3401 Morse Crossing, Columbus, Ohio 43219.
d) - e) During the last five years, neither HPS nor any of the
executive officers or directors listed above has been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has any of them been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any of
them 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 violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Amendment No. 2 relates specifically to that certain Agreement
Regarding Termination of Merger Agreement entered into between HPS and HRMI on
March 5, 1997 (the "Termination Agreement"), for the purpose of terminating
that certain Plan and Agreement of Merger between HPS and HRMI dated September
12, 1996 (the "Merger Agreement") and the transactions contemplated thereby.
Accordingly, the transactions reported in the Initial Filings were not effected
and no funds were utilized.
ITEM 4. PURPOSE OF TRANSACTION
As reported in the Initial Filings, pursuant to the Merger Agreement,
HRMI was to merge with and into a subsidiary company of HPS (the "Merger"). In
connection with the Merger Agreement, certain shareholders of HRMI executed
Support/Voting Agreements ("Voting Agreements"). Pursuant to the Voting
Agreements, each of the shareholders party thereto agreed to vote all of their
shares of HRMI Common Stock to approve the Merger. Those shareholders who
executed the Voting Agreements had voting power over approximately 18.1% of the
outstanding shares of HRMI Common Stock, based upon the 4,415,046 shares which
were then currently outstanding.
On March 5, 1997 HPS and HRMI entered into the Termination Agreement,
whereby the parties agreed to terminate the Merger Agreement and all of the
transactions contemplated thereby.
Page 5 of 7
<PAGE> 6
Upon such termination HPS ceased to have any rights concerning the voting of
HRMI Common Stock as contemplated in the Voting Agreements. HPS did not
beneficially own any shares of HRMI Common Stock upon execution of the
Termination Agreement. Pursuant to the terms of the Termination Agreement, HPS
was to purchase 200,000 shares of unregistered HRMI Common Stock from HRMI for
$12.50 per share. HPS purchased such 200,000 shares on March 10, 1997 using its
working capital to effectuate the purchase. Such purchase was for investment
purposes. This purchase was immaterial because it represented 4.5% of the
outstanding HRMI Common Stock, and HPS never acquired 5% beneficial ownership
of HRMI Common Stock thereafter.
On March 20, 1998 HPS sold the 200,000 shares of HRMI Common Stock for
a purchase price of $13.50 per share. The disposition was effected through a
brokerage transaction and, as a result, the source of funds used by the various
purchasers is not known to HPS. Upon the consummation of the disposition, HPS
no longer beneficially owned any shares of HRMI Common Stock. The purpose of
the sale of the 200,000 shares of HRMI Common Stock in the March 20, 1998
transaction was to liquidate HPS's investment in HRMI.
Upon the execution of the Termination Agreement on March 5, 1997, HPS
ceased to be the beneficial owner (solely by virtue of controlling voting
power) of more than five percent of the shares of HRMI Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The Reporting Person does not beneficially own any Shares of
the Company.
(c) On March 10, 1997, the Reporting Person purchased 200,000
unregistered shares of HRMI Common Stock from HRMI for a cash price of $12.50
per share. At the time of such purchase, and after giving effect thereto, HPS
held 200,000 shares of HRMI Common Stock (approximately 4.5% of the outstanding
shares of HRMI Common Stock). On March 20, 1998, HPS sold 200,000 shares of
HRMI Common Stock in a brokerage transaction for $13.50 per share. At the time
of such disposition, and after giving effect thereto, HPS no longer
beneficially owned any shares of HRMI Common Stock.
(d) No other person has the right to receive the proceeds from the
sale being reported herein.
(e) HPS ceased to be the beneficial owner of more than five percent of
the shares of HRMI Common Stock on March 5, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
Page 6 of 7
<PAGE> 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed herewith as an exhibit to this
statement:
a. Agreement Regarding Termination of Merger Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HEALTHPLAN SERVICES CORPORATION
By: /s/ Phillip S. Dingle
----------------------------------
Phillip S. Dingle
Executive Vice President and
Chief Financial Officer
Date: October 21, 1999
Page 7 of 7
<PAGE> 8
EXHIBIT LIST
1. Agreement Regarding Termination of Merger Agreement
<PAGE> 1
AGREEMENT REGARDING TERMINATION
OF MERGER AGREEMENT
DATE: March 5, 1997
PARTIES:
HealthPlan Services Corporation ("HPS")
HealthPlan Services Alpha Corporation ("Merger Subsidiary")
Health Risk Management, Inc. ("HRM")
RECITALS:
A. HPS is a Delaware Corporation that provides health plan management
services, including distribution, enrollment, billing and collection, claims
administration, and information reports and analysis, to its clients.
B. HRM is a Minnesota corporation which provides medical management
processes, claim administration and other products and services to its clients.
C. The parties are also parties to a Plan and Agreement of Merger
dated September 12, 1996. The Plan and Agreement of Merger was amended
effective November 12, 1996 in accordance with a document executed by the
Parties and described as the First Amendment to a Plan and Agreement of Merger
(the Plan and Agreement of Merger, as amended, is referred to herein as the
"Merger Agreement").
D. The Merger Subsidiary is a Delaware Corporation created to
accomplish certain acts contemplated by the Merger Agreement.
E. The parties desire to terminate the Merger Agreement as provided
herein.
F. HPS and HRM have also entered into a Joint Marketing Agreement
dated September 25, 1996 (the "Marketing Agreement") pursuant to which HPS and
HRM will each market the products and services of the other. Under the
Marketing Agreement, each party is obligated to pay to the other party certain
fees, if the other party refers a customer to it. Despite the fact that they
are not consummating the merger, the parties mutually desire to continue a
mutually beneficial business relationship with incentives to refer business to
one another. Accordingly, the parties desire to amend the Marketing Agreement
as set forth herein.
G. In consideration of the foregoing, and the promises set forth
below, the parties are entering into this Agreement.
<PAGE> 2
AGREEMENTS:
1. Termination of Merger Agreement. The parties agree that the Merger
Agreement shall be and hereby is terminated by mutual consent in accordance
with Section 8.1 of the Merger Agreement. The parties and their respective
successors and assigns hereby release, satisfy and forever discharge one
another and their respective employees, agents, officers, successors and
assigns of and from any and all liabilities, costs, obligations, causes of
action, demands, and/or claims of any nature whatsoever, whether arising at law
or in equity, which either party may have had, now may have, or may hereafter
have against the other relating to or arising in connection with the Merger
Agreement and the transactions contemplated thereby, from the beginning of time
through the date of this Agreement, other than those, if any, arising under the
provisions of Section 9.6 thereof or under this Agreement.
2. Joint Announcement. The parties agree that they shall announce
the termination of the Merger Agreement by releasing the statement attached
hereto as Exhibit A. The parties will, to the extent practicable, coordinate
all further statements, releases or public announcements relating to this
Agreement, the Merger Agreement or the Marketing Agreement and shall, in all
such communications, be consistent with Exhibit A.
3. Partial Reimbursement of Expenses. The parties acknowledge that
they desire to share certain expenses associated with the termination of the
Merger Agreement. Accordingly, HPS shall pay HRM by wire transfer the sum of
$75,000 at the Closing specified in Section 9 below, which $75,000 is in
addition to the Purchase Price set forth in Section 9.
4. Care Management Agreements. Prior to or simultaneously with the
execution and delivery of this Agreement, HRM has entered into three Care
Management Services Agreements related to HPS or its customers. These
agreements are identified as (i) a Care Management Services Agreement between
HRM and HPS (for the HPS Employee Population), (ii) a Care Management Services
Agreement between HRM and HPS (for TMG Fully Insured Business), and (iii) a
Care Management Services Agreement between HRM and Consolidated Group, Inc.
(for Arbella). The parties agree that HRM shall not be required to pay any
commission to HPS, under the Marketing Agreement or otherwise, for these
business relationships.
5. Marketing Agreement Commissions. The Reference Sales Fee defined
in Section 3 (02) of the Marketing Agreement is hereby increased by changing
the phrase "five percent (5%)" to "ten percent (10%)."
6. Confidentiality Provisions of Marketing Agreement. The provisions
of Section 5 of the Marketing Agreement relating to Confidentiality shall also
apply to any information deemed confidential under Section 9.6 of the Merger
Agreement or under the Nondisclosure and Confidentiality Agreement entered into
prior thereto, and HPS shall promptly after the date hereof return, and cause
all attorneys, accountants, agents and representatives of HPS to return, to HRM
all confidential information delivered by HRM in connection with the Merger
Agreement or such prior Nondisclosure and Confidentiality Agreement, including
but not limited to all Merger Agreement schedules, attachments thereto,
agreements and other documents delivered pursuant thereto or pursuant to due
diligence lists or related requests from HPS, and all copies, analyses,
summaries or extracts thereof.
<PAGE> 3
7. Covenant Not to Solicit. HRM and HPS each agrees that for 12
months from the date hereof, neither party shall, without the consent of the
other party, perform work for any of the customers of the other listed on
Exhibit B hereto, or shall solicit, contact or communicate with any such
customers with a view to providing services to them. For purposes of this
Agreement, any such act shall be deemed to be "soliciting" such customers. The
parties have listed in Exhibit B, in the case of HRM, its 25 largest clients,
based on aggregate revenues from such clients in the six months immediately
preceding the date hereof. In the case of HPS, Exhibit B includes the 25
largest clients of the operating unity of HPS known generally as "Harrington
Services," based upon the aggregate revenues to such unit from such clients in
the six months immediately preceding the date hereof. Notwithstanding the
foregoing, the parties agree that for two specific clients, Columbia HCA and
Kaiser Permanente, HRM will not solicit brokerage distribution, premium
billing, premium collections and fully insured products business and HPS will
not solicit care management business. For Columbia HCA, HRM shall not solicit
brokerage distribution, premium billing, premium collections and fully insured
products business and HPS shall not solicit administrative service or care
management business. For purposes of this Section and Section 8 of this
Agreement, reference to HRM or HPS shall mean such entity and all of its
affiliate companies.
8. No Solicitation of Employees. During the term of the Marketing
Agreement, and for a period of one year following termination thereof, neither
HRM nor HPS shall directly or indirectly solicit, employ or engage any
individual who at such time is, or at any time within the preceding 12 months
was, an employee of the other.
9. Purchase and Sale of HRM Stock. HPS shall purchase from HRM, and
HRM shall sell to HPS, 200,000 shares of HRM's unregistered common stock (the
"Shares") at a price per share of $12,50. The entire purchase price of
$2,500,000 (the "Purchase Price") shall be paid to HRM by wire transfer from
HPS at Closing, at which time HRM shall deliver to HPS a stock certificate
representing the Shares. The Closing shall be at the time and place set by HRM
and HPS, but must take place within 5 days of the date of this Agreement.
10. Representations and Warranties of HRM. HRM represents and warrants
to HPS that: (i) HRM has duly authorized by all necessary corporate action the
execution and delivery of this Agreement and the other acts contemplated
herein; (ii) HRM has duly executed and delivered this Agreement; (iii) this
Agreement constitutes the valid and binding obligation of HRM; and (iv) upon
payment of the Purchase Price, the Shares shall be duly and validly issued,
fully paid, and non-assessable shares of HRM common stock.
11. Representations and Warranties of HPS. HPS represents and warrants
to HRM that: (i) HPS has duly authorized by all necessary corporate action the
execution and delivery of this Agreement and the other acts contemplated
herein; (ii) HPS has duly executed and delivered this Agreement; (iii) this
Agreement constitutes the valid and binding obligation of HPS; (iv) HPS is an
"accredited investor" within the meaning under the Securities act of 1933 (the
"Act") and is purchasing the shares for investment for an indefinite period;
(v) HPS has received copies of HRM's proxy statement for its 1996 Annual
Meeting, Form 10-K for its 1996 fiscal year, Forms 10-Q for the first two
quarters of its 1997 fiscal year and such other SEC filings and HRM documents
as were delivered to HPS pursuant to the Merger Agreement or the Nondisclosure
and Confidentiality Agreement entered into prior thereto; (vi) HPS understands
that the Shares it is purchasing are characterized as "restricted shares" under
the federal securities laws and that such Shares may not be resold without
registration or exemption therefrom; (vii) HRM has no
<PAGE> 4
obligation to register the Shares for resale other than as provided in Section
12 below; and (viii) the certificates representing the Shares will contain a
legend substantially to the following:
"The securities represented by this certificate have not been
registered under either the Securities Act of 1933 or
applicable state securities laws and may not be sold,
transferred, signed, offered, pledged or otherwise
distributed for value unless there is an effective
registration under the Act and such laws covering such
securities, or the Company receives an opinion of counsel
acceptable to the Company that such registration is not
required."
12. Piggyback Registration Rights. If at any time prior to the 12
month anniversary of the date of this Agreement, HRM determines to prepare and
file a registration statement under the Securities Act of 1933 (the "Act") in
connection with the offer and sale of any of its securities by its (other than
a registration relating solely to the sale of securities to participants in a
stock plan, a registration relating solely to a Rule 145 transaction under the
Act, or a registration on any form which does not include substantially the
same information as would be required to be included in a registration
statement covering the sale of the Shares acquired hereunder by HPS), HRM shall
give written notice of such proposed registration to HPS. Upon the written
request of HPS given to HRM within 20 days following receipt of HRM's notice to
HPS, HRM will cause to be included in such registration all of such Shares that
HPS has requested to be so included. If the proposed offering by HRM involves
an underwriting, HRM shall not be required to include any of HPS's Shares in
such registration unless such Shares are included in the underwriting on the
same terms and conditions agreed upon between HRM and the underwriters selected
by it and then only in such quantity as the underwriters determine in their
sole discretion will not jeopardize the success of the offering by HRM. In the
event of any cutback by the underwriter in the number of Shares include din
such registration, such cutback shall be distributed pro rata among HPS and any
other selling stockholders participating in such registration. HRM will bear
all expenses incurred by it in the registration described in this Section. HPS
shall pay all underwriting discounts and selling commissions with respect to
the sale of the Shares and any fees and expenses incurred by it in the
registration described in this Section. HPS shall pay all underwriting
discounts and selling commissions with respect to the sale of the Shares and
any fees and expenses incurred by its counsel or accountants in connection
therewith. HRM will provide HPS and the underwriters customary indemnification
covering the accuracy and completeness of the registration statement and
prospectus involved in such registrations, and HPS will provide HRM and the
underwriters customary indemnification covering the accuracy and completeness
of information provided by HPS expressly for use in such registration statement
and prospectus.
13. Governing Law: Forum. This Agreement shall be governed and
construed in all respects in accordance with the laws of the State of Delaware
(regardless of the laws that might otherwise govern under applicable Delaware
principles of conflicts of law). The venue for any suit or other action or
proceeding brought pursuant to or in connection with this Agreement shall be
the County of Hennepin, State of Minnesota, and the parties hereto consent to
the jurisdiction of the state and federal courts located therein.
14. Binding Effect. The Agreement shall be binding upon and shall
inure to the benefit of the parties in their respective successors and assigns,
provided, however, that nothing herein shall be construed to permit the
assignment of any duty or obligation and no such assignment shall be permitted
without the express written consent of all parties.
<PAGE> 5
15. Amendments. This Agreement may not be amended or modified without
the written consent of all parties.
IN WITNESS WHEREOF, each party has caused this Agreement Regarding
Termination of Merger Agreement to be executed on its behalf and dated as of
the day and year first above written.
HEALTHPLAN SERVICES
CORPORATION
By: /s/ William L. Bennett
-------------------------------------
Its: Chairman
HEALTHPLAN SERVICES ALPHA
CORPORATION
By: /s/ William L. Bennett
-------------------------------------
Its: Chairman
HEALTHRISK MANAGEMENT, INC.
By: /s/ Thomas P. Clark
-------------------------------------
Its: CFO
