<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___1____)*
Managed Care Solutions, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
561906 10 8
(CUSIP Number)
Charles E. Davis
Davis Gillette, P.C.
1201 W. Alma School Rd., #3400, Mesa, Arizona 85210 (602) 844-0039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1997 through August 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] .
Check the following box is a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement of 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 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> 2
SCHEDULE 13D
CUSIP NO. 561906 10 8 PAGE ___2___ OF ____5____ PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geralde Curtis Holt
2 CHECK THE APPROPRIATE BOX IF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 256,853
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 256,853
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,853
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<PAGE> 3
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.85%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
This SEC FORM 13D is filed as the first amendment to SEC FORM 13D originally
filed by Geralde Curtis regarding Managed Care Solutions, Inc. stock in March of
1996. The original form was filed in hard copy (by paper) rather than
electronically through EDGAR. To make certain that the original 13D will be in
the electronic database of EDGAR, a copy of the original 13D is attached to this
amendment as Exhibit "A".
Following is a summary of changes to the items of the original 13D.
ITEM 1. Security and Issuer
All of the information in this section remains the same.
ITEM 2. Identity and Background
(a) Since the initial filing of SEC Form 13D by Ms. Curtis, she has
remarried, and her legal name is now Geralde Curtis Holt ("Ms. Holt").
Subsections (b) through (f) remain the same.
ITEM 3. Source and Amount of Funds or Other Consideration
All of the information in this section remains the same.
ITEM 4. Purpose of Transaction
Since the filing of the initial form 13D by Ms. Holt on March 1,
1996, she has disposed of shares of Managed Care Solutions, Inc. Common Stock in
the open market as set out in the following table:
DATE SHARES SOLD SHARES REMAINING PERCENTAGE HELD
Page 4 of 5
<PAGE> 5
March 1, 1996 567,453 12.93%
January 22, 1997 5,000 562,453 12.81%
January 23, 1997 5,000 557,453 12.69%
January 27, 1997 5,000 552,453 12.58%
February 21, 1997 200 552,253 12.58%
February 21, 1997 4,800 547,453 12.47%
February 28, 1997 2,000 545,453 12.43%
March 3, 1997 2,000 543,453 12.37%
March 10, 1997 5,000 538,453 12.26%
March 10, 1997 400 538,053 12.26%
March 11, 1997 1,200 536,853 12.23%
March 12, 1997 2,500 534,353 12.17%
March 13, 1997 5,000 529,353 12.06%
March 13, 1997 3,000 526,353 11.99%
March 14, 1997 10,000 516,353 11.76%
March 17, 1997 1,000 515,353 11.74%
Page 5 of 5
<PAGE> 6
March 21, 1997 20,000 495,353 11.28%
March 21, 1997 20,000 475,353 10.83%
March 25, 1997 20,000 455,353 10.37%
April 14, 1997 5,500 449,853 10.25%
May 7, 1997 10,000 439,853 10.02%
May 9, 1997 1,000 438,853 10.00%
May 13, 1997 7,000 431,853 9.84%
May 14, 1997 10,000 421,853 9.61%
May 14, 1997 15,000 406,853 9.27%
DATE SHARES SOLD SHARES REMAINING PERCENTAGE HELD
June 25, 1997 15,000 331,853 7.56%
June 25, 1997 10,000 321,853 7.33%
July 9, 1997 50,000 271,853 6.19%
August 6, 1997 5,000 266,853 6.08%
August 7, 1997 10,000 256,853 5.85%
ITEM 5. Interest in Securities of the Issuer
Page 6 of 5
<PAGE> 7
(a): Ms. Holt is now the beneficial owner of 256,853 shares of
Common Stock, which is equal to 5.85% of the issued and outstanding Common
Stock.
(b): Ms. Holt has the sole power to vote and dispose of the shares
of Common Stock beneficially owned by her.
(c): Remains the same.
(d)-(e): Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
All of the information in this section remains the same.
ITEM 7. Materials to Be Filed as Exhibits
The original 13D with its attachments is attached as Exhibit "A."
Signatures
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.
Dated: 9-9, 1997 /s/
----------------------------
Geralde Curtis Holt
EXHIBIT "A"
to SEC Amended FORM 13D
Geralde Curtis Holt
Managed Care Solutions, Inc.
8/97
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Page 7 of 5
<PAGE> 8
(AMENDMENT NO. _______)*
Managed Care Solutions, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
561906 10 8
(CUSIP Number)
William G. Brown
Bell, Boyd & Lloyd
70 West Madison Street, #3300, Chicago, Illinois 60602-4207 (312)372-11210039
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] .
Check the following box is a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement of 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 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 8 of 5
<PAGE> 9
Page 1 of Exhibit "A"
SCHEDULE 13D
CUSIP NO. 561906 10 8 PAGE ___2___ OF ________ PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geralde Curtis
2 CHECK THE APPROPRIATE BOX IF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 567,453
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 567,453
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Page 1 of 5
<PAGE> 10
Page 2 of Exhibit "A"
567,453
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
ITEM 1. Security and Issuer
This statement relates to the common stock, $.01 par value (the
"Common Stock"), of Managed Care Solutions, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices at 2510 West Dunlap
Avenue, Phoenix, Arizona 85021.
ITEM 2. Identity and Background
(a), (b) and (c): This statement is being filed by Geralde Curtis
("Ms. Curtis"). Ms. Curtis' business address is c/o Managed Care Solutions,
Inc., 2510 West Dunlap Avenue, Phoenix, Arizona 85021 and her principal
occupation is as a homemaker.
(d) and (e): During the last five years, Ms. Curtis has not been
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any judgment, decree
or final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f): Ms. Curtis is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
Page 2 of 5
<PAGE> 11
Ms. Curtis was a shareholder in each of three Arizona corporations,
Ventana Health Systems, Inc., Managed Care Solutions, Inc. and Arizona Health
Concepts, Inc. (the "MCS Companies") which became wholly owned subsidiaries of
the Company on March 1, 1996 as a result of the merger transactions (the
"Mergers") described in Item 4. Pursuant to such transactions, the shares of the
MCS Companies held by Ms. Curtis were converted into the shares of Common Stock
reported in this statement.
ITEM 4. Purpose of Transaction
Pursuant to an Agreement and Plan of Merger dated as of November
20, 1995 (the "Merger Agreement") among the MCS Companies, the Company, and
three wholly owned subsidiaries of the Company (the "Merger Subsidiaries"), on
March 1, 1996 each of the Merger Subsidiaries was merged with and into one of
the MCS Companies, and the previously outstanding shares of the MCS Companies
were converted into the right to receive, in the aggregate, 51% of the Common
Stock outstanding immediately after the Mergers (representing 49.9% of the
voting power with respect to the Company as a result of 6.85 shares of Voting
Preferred Stock of the Company being issued and outstanding).
In accordance with the Merger Agreement, the number of directors of
the Company was increased from six to eight, two of the directors in office
prior to the Mergers resigned, and four officers and directors of the MCS
Companies were elected as directors of the Company.
The foregoing description of certain terms of the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement, which is
Exhibit I to this statement and is incorporated herein by reference.
The shares of Common Stock reported in this statement are held for
investment purposes. Depending on trading prices of the Common Stock and upon
Ms. Curtis' personal
Page 3 of Exhibit "A"
<PAGE> 12
financial position and goals from time to time, Ms. Curtis
may, subject to any applicable statutory or other limitations, purchase
additional shares of Common Stock or dispose of shares of Common Stock in the
open market, in privately negotiated transactions, or otherwise.
Ms. Curtis retains the right to evaluate her position in the future and change
her intent with respect to any future actions.
Other than as described above, Ms. Curtis has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although she reserves the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer
(a): Ms. Curtis is the beneficial owner of 567,453 shares of Common
Stock. which is equal to approximately 13.0% of the issued and outstanding
Common Stock.
(b): Ms. Curtis has the sole power to vote and dispose of the
shares of Common Stock beneficially owned by her.
(c): Pursuant to the Merger Agreement, as described in Item 4, Ms.
Curtis received all of the shares of Common Stock described in Item 5(a) in
exchange for all of her shares of stock in the MCS Companies effective March l,
1996. A copy of the Merger Agreement is incorporated by reference as Exhibit 1
hereto and incorporated herein by reference.
(d): Not applicable.
(e): Not applicable.
ITEM 6. Contracts, Arrangements. Understandings or Relationships with Respect to
Securities of the Issuer
Page 4 of Exhibit "A"
<PAGE> 13
Ms. Curtis is a party to a Registration Rights Agreement (the
"Registration Rights Agreement") with the Company pursuant to which the Company
has granted Ms. Curtis "piggyback" registration rights with respect to public
stock offerings by the Company. Ms. Curtis' registration rights will expire (i)
on the second anniversary of the date she is no longer an affiliate of the MCS
Companies or the Company, or (ii) when all of the remaining shares of Common
Stock held by her may be disposed of within 90 days under Rule 144 under the
Securities Act of 1933. The foregoing description of the Registration Rights
Agreement is qualified in its entirety by reference to the Registration Rights
Agreement, which is included as an Exhibit to this statement and is incorporated
herein by reference.
Except as set forth above, Ms. Curtis does not have any contracts,
arrangements. understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. Material to Be Filed as Exhibits
Exhibit No. Description Page*
----------- ----------- -----
1 Merger Agreement, dated November 20, 1995
among the Company, the Merger Subsidiaries
and the MCS Companies (incorporated by
reference to Exhibit 2 to the Company's
Registration Statement No. 333-558 on Form
S-4)
2 Registration Rights Agreement dated as of
March 1, 1996 among the Company, John
Lingenfelter, M.D., Henry Kaldenbaugh,
M.D. and Geralde Curtis
*Indicated only on manually signed copy
Page 5 of Exhibit "A"
<PAGE> 14
Signatures
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.
Dated: 3-7, 1996 /s/
-------------------------------
Geralde Curtis
Page 6 of Exhibit "A"
<PAGE> 15
EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
Agreement dated as of March 1, 1996, among Managed Care Solutions, Inc.
(formerly known as MCM Managed Care, Inc.) ("MCS"), and the persons listed on
Schedule hereto (such persons collectively, the "Investors").
SECTION 1. Piggyback Registrations.
(a) Right to Piggyback. At any time prior to the Termination Date (as
defined below) that MCS proposes to register any of its shares of common stock,
$.01 par value, under the Securities Act of 1933 (the "1933 Act") (other than a
registration statement on Form S-8 or Form S-4, or any other successor
registration form at the time in effect) and the registration form to be used
may be used for the registration of Registrable Securities (as hereinafter
defined) (such registration hereinafter referred to as a "Piggyback
Registration"), MCS will give written notice to all Investors of its intention
to effect such registration and will include (subject to the other provisions of
this Agreement) in such registration all Registrable Securities with respect to
which MCS has received written requests for inclusion therein within 30 days
after the receipt of notice from MCS. If the proposed registration relates to an
underwritten public offering, the right of an Investor to participate in such
registration shall be conditioned upon such Investor agreeing to sell such
Investor's Registrable Securities through such underwriter on the same terms and
conditions as the underwriter agrees to sell the other securities proposed to be
registered.
(b) Priority on Piggyback Registration. If the number of Registrable
Securities requested to be included in the Piggyback Registration which is an
underwritten offering exceeds the number of securities which, in the opinion of
the underwriters responsible for administering the Piggyback Registration, can
be sold, the Registrable Securities shall be included pro rata among the sellers
of Registrable Securities (the "Sellers") on the basis of the amount of
Registrable Securities requested to be included in the Piggyback Registration by
such Sellers.
(c) Registrable Securities. "Registrable Securities" shall mean those
shares of common stock of MCS issued to the Investors pursuant to the Merger
Agreement dated as November 20, 1995 among Medicus Systems Corporation, a
Delaware corporation, Ventana Health Systems, Inc., Arizona Health Concepts,
Inc., Managed Care Solutions, Inc., VHS Managed Care Merger Sub, Inc., AHC
Managed Care Merger Sub, Inc. and MCS Managed Care Merger Sub, Inc., each an
Arizona corporation (the "Merger Agreement").
SECTION 2. Registration Procedures.
(a) Upon the request that Registrable Securities be registered pursuant
to this Agreement, MCS will:
(i) Prepare and file with the Securities and Exchange Commission
(the "Commission") a registration statement (a "Registration Statement")
including such Registrable
Page 7 of Exhibit "A"
<PAGE> 16
Securities, as soon as practicable after the end of the period within which
requests for inclusion may be given to MCS and all amendments, post-effective
amendments and supplements to the Registration Statement as may be necessary
under the 1933 Act and the regulations thereunder to permit the sale of the
Registrable Securities to the public, and use its best efforts to cause such
Registration Statement to become effective;
(ii) Use its best efforts to register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any Seller reasonably requests and do any and all other acts and things which
may be reasonably necessary to allow Sellers to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such Sellers; provided
that MCS will not be required to (a) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph (ii). (b) subject itself to taxation in any such jurisdiction or
(c) consent to general service of process in any such jurisdiction; and
(iii) Cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by MCS are then listed.
(b) Upon the request of MCS, each Seller will promptly furnish to MCS
in writing, during the period within which MCS is effecting such registration,
all information as may be reasonably required for inclusion in the Registration
Statement, or any amendment or supplement thereto.
SECTION 3. Registration Expenses. The Sellers will bear all
underwriting discounts and commissions, if any, and the fees and disbursements
of their legal counsel and accountants. MCS will bear all other expenses in
connection with any registration or qualification of the Registrable Securities
pursuant to this Agreement.
SECTION 4. Indemnification
(a) MCS agrees to, and does hereby, indemnify and hold harmless, each
Seller of Registrable Securities and each Person, if any, who controls such
Seller within the meaning of the Act, against any and all losses, claims,
damages, liabilities or expenses to which such Persons may become subject under
the Act or any other statute or common law, and to reimburse the Sellers of
Registrable Securities for any reasonable legal or other expenses actually and
reasonably incurred in connection with investigating any claims and defending
any actions. insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon:
(i) any untrue statement, or alleged untrue statement, of a
material fact contained in or incorporated by reference in a Registration
Statement or any post-effective amendment thereof, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; or
(ii) any untrue statement, or alleged untrue statement, of a
material fact contained or incorporated by reference in any preliminary
prospectus, if used prior to the effective date of a Registration Statement, or
contained or incorporated by reference in the final prospectus or summary
prospectus if used within the period during which MCS is required to keep such
Page 8 of Exhibit "A"
<PAGE> 17
registration statement in which such prospectus is contained current pursuant to
the terms of this Agreement, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements contained therein. in light of the circumstances under which
they were made, not misleading; provided however, that MCS shall not be liable
under this Section 4 with respect to any preliminary prospectus to the extent
that any such loss, claim, damage or liability results solely from an untrue
statement of a material fact contained in, or the omission of a material fact
from, such preliminary prospectus which untrue statement or omission was
corrected in the final prospectus; or
(iii) any violation by MCS of any securities laws provided,
however, that the indemnification agreement contained herein shall not apply to
losses, claims, damages, liabilities or actions arising out of, or based upon,
any such untrue statement or alleged untrue statement, or any such omission or
alleged omission, if such statement or omission was made in reliance upon, and
in conformity with, information furnished to MCS by or on behalf of any Seller
of Registrable Securities in writing specifically for use in connection with the
preparation of such Registration Statement or any preliminary prospectus, final
prospectus or summary prospectus contained in such registration statement or any
such amendment thereof or supplement thereto. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
any such Person and shall survive the transfer of such securities by the Seller
and termination of this Agreement.
(b) Each Seller of Registrable Securities severally, and not jointly or
jointly and severally shall (in the same manner and to the same extent as set
forth in Section 4(a)), indemnify to the extent permitted by law, MCS, and each
person, if any, who controls MCS within the meaning of the Act, its directors
and officers, if such statement or omission was made in reliance upon and in
conformity with information furnished to MCS by or on behalf of any Seller of
Registrable Securities in writing specifically for use in the preparation of a
registration statement filed pursuant to this Agreement or any amendment thereof
or supplement thereto; provided that the maximum amount required to be paid by a
Seller under this provision shall not exceed the net proceeds received by the
Seller from the sale of the securities under the registration statement.
(c) Each indemnified party shall promptly after the receipt of notice
of the commencement of any action against such indemnified party in respect of
which indemnity may be sought from an indemnifying party on account of any
indemnity agreement contained in this Section 4, notify the indemnifying party
in writing of the commencement thereof; provided, however, that the omission to
so notify the indemnifying party shall not relieve the indemnifying party from
any other liability which it may have to such indemnified party. In case any
such action shall be brought against any indemnified party and it shall notify
any indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it may wish, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall be responsible for any reasonable legal or other
expenses subsequently actually incurred by the indemnifying party in connection
with the defense thereof; provided, further, that if any indemnified party shall
have reasonably concluded that a conflict of interest may exist between the
indemnified party and the indemnifying party or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided in this Section 4, the indemnifying party
Page 9 of Exhibit "A"
<PAGE> 18
shall not have the right to assume the defense of such action on behalf of such
indemnified party, and such indemnifying party shall not be required to
reimburse such indemnified party and any person controlling such indemnified
party for that portion of the fees and expenses of any counsel retained by the
indemnified party which are related to such different or additional defenses or
which are beyond the scope of the indemnity agreement provided in this Section
4. No indemnifying party will consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. The indemnifying party shall
not be liable for any settlement of any proceeding effected without the written
consent of such indemnifying party, but if settled with such consent or if there
shall be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify each indemnified party from and against any loss or liability by
reason of such settlement or judgment to the extent provided above in this
Section 4.
SECTION 5. Termination. This Agreement and all of the rights and
obligations contained herein shall terminate with respect to any Investor on (i)
the second anniversary of the date such Investor is no longer an affiliate of
MCS (as defined herein) or the MCS Companies (as defined in the Merger
Agreement), or (ii) when all of the remaining Registrable Securities held by
such Investor may be disposed of within 90 days under Rule 144 under the 1933
Act except as otherwise provided herein.
SECTION 6. Miscellaneous.
(a) Amendments. The provisions of this Agreement may be amended only
upon written consent of MCS and Investors holding a majority of the Registrable
Securities.
(b) Assignment. This Agreement is binding upon the parties hereto and
their respective successors and assigns.
(c) Counterparts. This Agreement may be executed in separate
counterparts, each of which will be an original and all of which taken together
will constitute one and the same agreement.
(d) Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and delivered personally, mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent via a nationally recognized
overnight courier to the recipient. Such notices, demands and other
communications will be sent to the address indicated below:
To MCS:
2510 West Dunlap Avenue
Suite 100
Phoenix, Arizona 85021
Attention James A. Burns
In the case of the Investors:
Page 10 of Exhibit "A"
<PAGE> 19
as set forth in the records of MCS
or to such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the sending
party. Any such communications shall be deemed to have been received (i) when
delivered, if personally delivered, (ii) the next business day after it is sent,
if sent by nationally recognized overnight courier or (iii) on the third
business day following the date on which the piece of mail containing such
communication is posted if sent by registered or certified mail.
(e) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (without reference to its
conflicts of law rules).
* * * * *
Page 11 of Exhibit "A"
<PAGE> 20
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
on the day and year first above written.
MANAGED CARE SOLUTIONS, INC.
By: /s/ William W. Cowan
-------------------------------
Title: Vice President
By: /s/ John Lingenfelter, M.D.
-------------------------------
John Lingenfelter, M.D.
By: /s/ Henry Kaldenbaugh, M.D.
-------------------------------
Henry Kaldenbaugh, M.D.
By: /s/ Geralde Curtis
-------------------------------
Geralde Curtis
Page 12 of Exhibit "A"
<PAGE> 21
SCHEDULE I
John Lingenfelter, M.D.
Henry Kaldenbaugh, M.D.
Geralde Curtis
Page 13 of Exhibit "A"
