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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 3, 2000
HEALTHSTAR CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-19499 91-1934592
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15720 North Greenway Hayden Loop, Suite 1,
Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 451-8575
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Pursuant to a letter agreement dated as of March 3, 2000 between Harris
Bank and The Company, Harris Bank agreed to extend the maturity of the loan
amount to the earlier of (i) April 28, 2000 or (ii) the sale of HSI to Beyond
Benefits (the "Target Date"). Specifically, the letter agreement acknowledged
that the Company was in default under the terms of its loan agreement with
Harris Bank because (i) it did not comply with the financial covenant regarding
the applicable fixed charges coverage ratio (during the months of November and
December 1999) and with the financial covenant regarding the applicable minimum
EBITDA (during the month of December 1999), and (ii) it failed to pay the
principal amount outstanding and owed to the bank on February 29, 2000. Under
the terms of such letter agreement, the Bank waived the defaults described
above, only with respect to the referenced periods, subject to the following
conditions: (i) the principal amount outstanding under the applicable note must
be paid in full by the Target Date; (ii) payment of a $10,000 fee; (iii) all
things necessary to effect the sale of HSI and repayment must be done by the
Target Date; and (iv) there must not occur any change in the condition or
prospects of the Company, financial or otherwise, that Harris Bank deems
material and adverse.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
10.1 Letter Agreement dated as of March 3, 2000 by and between the Company
and Harris Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHSTAR CORP.
a Delaware corporation
/s/ Steven A. Marcus
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Steven A. Marcus
Vice President and Chief Financial Officer
Date: March 14, 2000
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EXHIBIT INDEX
Exhibit 10.1 Letter Agreement by and between the Company and Harris Bank dated
as of March 3, 2000.
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EXHIBIT 10.1
[HARRIS BANK LETTERHEAD]
BY OVERNIGHT COURIER
HealthStar Corp.
15720 N. Greenway
Hayden Loop, Suite I HealthStar, Inc.
Scottsdale, A7- 85260 8745 West Higgins Road, Suite 300
Attention Chief Financial Officer Chicago, Illinois 60631
National Health Benefit
& Casualty Corporation
9495 East San Salvador Drive
Scottsdale, AZ $5258
Attention: Chief Financial Officer
RE: Harris Bank's loans to HealthStar Corp, Inc.
Ladies and Gentlemen:
As you know, the Company's obligations to Harris Trust and Savings Bank
(the "Bank") are evidenced by a Term Note dated December 15, 1997 payable to the
order of the Bank in the face amount of $2,500,000 (as amended, the "NOTE"). The
Note evidences loans made by the Bank to the Company pursuant to the Credit
Agreement dated as of December 15, 1997 (as amended, the "AGREEMENT") between
the Bank and the Company. Capitalized terms not otherwise defined herein shall
have the meaning set forth in the Agreement.
As you know, the Company is not in compliance with the terms of the
Agreement and the Note. Such defaults include (a) the Company's noncompliance
(i) during the months of November and December of 1999 with the financial
covenant set forth in Section 8.8 of the Agreement (Fixed Charge Coverage
Ratio), and (ii) during the month of December, 1999 with the financial covenant
set forth in Section 8.25 of the Agreement (Minimum EBITDA) and (b) the
Company's failure to pay the principal amount outstanding on the Note on
February 29, 2000 (all of the foregoing defaults being referred to collectively
as the "EXISTING DEFAULTS"). BY its execution of this letter in the space
provided for that purpose below, the Company represents that, other than the
Existing Defaults, the Company is in compliance with the terms of the Agreement.
The Company has requested that the Bank waive the Existing Defaults and the Bank
is willing to do so on the terms set forth herein. Accordingly, the Bank hereby
waives the Existing Defaults subject to the conditions set forth herein. The
foregoing waiver is expressly limited to the Existing Defaults for the periods
specified herein.
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Accordingly, the Bank hereby waives the Existing Defaults subject to the
conditions set forth herein. The foregoing waiver is expressly limited to the
Existing Defaults for the periods specified herein.
Our willingness to accommodate the Company as described above is subject to the
following conditions:
1. NOTE PAYMENT The principal amount outstanding under the Note must
be paid in full by the earlier of (i) April 28, 2000 (the "Target Date") or (ii)
the sale of HealthStar, Inc. to Beyond Benefits.
2. EXTENSION FEE In consideration for our extending the date of the
principal payment on the Note as set forth in Section 1 above, we will require
payment of a fee equal to $10,000 such fee to be paid before the close of
business on March 13, 2000.
3. SALE OF HEALTHSTAR, INC. The Company has informed us that it
intends to repay its obligations from the proceeds of the sale of HealthStar,
Inc. on or before the Target Date. We expect the Company to do all things
necessary to effect such sale and repayment by such date. We expect the Company
to notify us of any expected delay in closing in such sale to a date beyond the
Target Date.
4. MATERIAL ADVERSE CHANGE There must not occur any change in the
condition or prospects, financial or otherwise, of the company that we deem
material and adverse.
Except as expressly set forth in this letter, the Agreement, the Note
and the other Loan Documents remain in full force and effect and in the event of
any conflict between the terms of this letter and the Agreement, the Notes or
the other Loan Documents, the terms or this letter shall control.
The Bank intends, of course, to continue working with you to the extent
consistent with repayment of the Bank's credit by you. As always, the Bank
stands ready to meet with you to discuss this situation. Please keep us informed
of any and all developments material to the Company's ability to repay its
obligations to us.
Dated as of March 3, 2000 but effective as of February 29, 2000.
Very truly yours,
HARRIS TRUST AND SAVINGS BANK
BY: /S/ Phil Streuter
TITLE: Vice President
Acknowledged and Agreed as of the
date last above written
HEALTHSTAR CORP. HEALTHSTAR, INC
BY: /S/ Steven A. Marcus BY: /S/ Steven A. Marcus
TITLE: Vice President and TITLE: President
Chief Financial Officer
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