<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1996.
File No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
HEALTH PROFESSIONALS, INC.
(Exact name of issuer as specified in its charter)
Delaware 11-3076108
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
515 East Las Olas Blvd.
Suite 1600
Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip Code)
------------------
CONSULTING AGREEMENT WITH
LOGICA OVERSEAS, S.A.
CONSULTING AGREEMENT WITH
RUBIN CONSULTANTS, INC.
and
COMPENSATION AGREEMENT WITH
ADVISORS, DIRECTORS AND CONSULTANTS
---------------------------
(Full title of the plan)
------------------
William Reiter, President
515 East Las Olas Blvd., Suite 1600
Fort Lauderdale, Florida 33301
Telephone No.: (954) 766-2552
(Name and address of agent for service)
Copy to:
Joel D. Mayersohn, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(1) price(1) fee (1)
================================================================================
Common Stock 309,000
($.02 par value) shares $5.00 $1,545,000 $533
================================================================================
(1) Pursuant to Rule 457(h), the maximum offering price was calculated
based upon the closing price of the Company's Common Stock on the
American Stock Exchange on May 14, 1996.
2
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HEALTH PROFESSIONALS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
----------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification of Direc-
tion on Indemnification for tors and Officers; Under-
Securities Act Liabilities takings
3
<PAGE>
PROSPECTUS
HEALTH PROFESSIONALS, INC.
309,000 Shares of Common Stock
($.02 par value)
Issued Pursuant to
the Company's Consulting Agreements with
Rubin Consultants, Inc.,
Logica Overseas, S.A.,
and Compensation Agreement with
Advisors, Directors and Consultants
This Prospectus is part of a Registration Statement which registers an
aggregate of 309,000 shares of Common Stock, $.02 par value (such shares being
referred to as the "Shares"), of Health Professionals, Inc. (the "Company" or
"HPI") which have been issued to (i) Rubin Consultants, Inc. a consultant to the
Company ("Rubin") pursuant to a written Consulting Agreement dated February 16,
1996 (the "Rubin Consulting Agreement"), providing for the issuance of 160,000
Shares; (ii) Logica Overseas, S.A., a consultant to the Company ("Logica")
pursuant to a written Consulting Agreement dated April 22, 1996 (the "Logica
Consulting Agreement") providing for the issuance of 80,000 Shares; (iii) 9,000
shares to Atlas, Pearlman, Trop & Borkson, P.A. ("APT&B"), and 5,000 shares to
Romanick, Lavin, Huss and Paoli ("RLH&P"), counsel to the Company pursuant to
written compensation agreements (the "Compensation Agreements"); (iv) 2,500
shares each to Fred Roa and John Marsh, directors of the Company, pursuant to
written agreements (the "Director Agreements"); (v) 10,000 shares to Bradford J.
Beilly ("Beilly"), the Company's general counsel pursuant to a written
agreement; and (vi) 40,000 shares to Brompton Asset Management, S.A. (the "J.V.
Consultant") pursuant to a written agreement dated April 22, 1996 (the "J.V.
Agreement"). Rubin and Logica and J.V. Consultant may be sometimes collectively
referred to as the "Consultants," and the Rubin Consulting Agreement, the Logica
Consulting Agreement and the J.V. Agreement may be collectively referred to as
the "Consulting Agreements". In addition, the Consultants, APT&B, RLH&P, the
directors, Beilly and the J.V. Consultant, in their capacity as selling
shareholders, may sometimes hereafter be collectively referred to as the
"Selling Security Holders." All of the Shares are being or have been issued
pursuant to written consulting agreements.
The Company has been advised by the Selling Security Holders that
they may sell all or a portion of the Shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through brokers
or otherwise, and that such Shares will be sold at market prices prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales. The Shares are subject to listing on The American
Stock Exchange.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable under the terms of the Agreements
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
4
<PAGE>
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is May 20, 1996.
5
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the American Stock Exchange under the symbol
"HPI."
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to the resale of up to an aggregate of up to
309,000 Shares of the Company's Common Stock, to be issued to Consultants of the
Company and pursuant to written Consulting Agreements of HPI. This Prospectus,
which is Part I of the Registration Statement, omits certain information
contained in the Registration Statement. For further information with respect to
the Company and the Shares of the Common Stock offered by this Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not necessarily complete,
and where any such document is an exhibit to the Registration Statement or is
incorporated by reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1995.
3. All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
6
<PAGE>
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Health
Professionals, Inc., 515 East Las Olas Blvd., Suite 1600, Fort Lauderdale,
Florida 33301.
7
<PAGE>
THE COMPANY
The Company was formed pursuant to the laws of the State of New York ln
1975 under the name Health Extension Services, Inc. In fiscal 1986, following
the merger of its primary operating subsidiary into itself, the Company changed
its name to Professional Care, Inc. ("PCI"). On November 25, 1991, the
shareholders of the Company approved a merger and restructuring whereby each
share of PCI common stock was exchanged for a share of common stock of Health
Professionals, Inc. ("HPI"), a Delaware corporation formed on August 12, 1991
for the purpose of the restructuring. PCI became a wholly-owned subsidiary of
HPI, and the existing subsidiaries of PCI also became subsidiaries of HPI. HPI
and late subsidiaries (and any subsidiaries of such subsidiaries) are sometimes
hereinafter collectively referred to as the "Company." The executive offices of
the Company are located at 515 East Las Olas Boulevard, Suite 1600, Fort
Lauderdale, Florida 33301. The Company's telephone number is (305) 766-2552.
In December, 1991, the Company acquired 100% of Center for Special
Immunology, Inc. ("CSI") and its subsidiaries which have since become the
primary operating businesses of the Company. CSI, owns and operates an
integrated health care delivery and clinical research system that includes a
multi-state network, operating in 8 states, of primary care and clinical
research facilities specializing in immune system disorders, consisting
primarily of HIV, AIDS and Chronic Fatigue Immune Dysfunction Syndrome (CFIDS).
The network also conducts multi-center trials in cooperation with biotechnology
and pharmaceutical companies. CSI was founded in 1986 by William M. Reiter,
M.D., FACP, and Paul J. Cimoch, M.D., FACP, who are both internationally
recognized research physicians. Dr. Reiter is currently Chairman of the Board,
President and Chief Executive Officer of the Company and Dr. Cimoch is an
officer of CSI.
The Company and its subsidiary, CSI, were the subject of a number of
adverse newspaper articles commencing in May 1993. The source of certain of
these negative articles was a former shareholder/employee of CSI who had been
attempting to gain a financial settlement from the Company. The former
shareholder/employee, who had no responsibilities for medical or research
activities during his employment, contacted the Food and Drug Administration
(FDA) in 1993 and alleged that a CSI affiliated medical practice falsified data
in a 1989 study, two years prior to CSI's acquisition by the Company. The FDA
concluded its inquiry into this matter during 1994 and issued a warning letter
to communicate their findings. Certain deficiencies in record-keeping practices
were noted in the warning letter which have been corrected and the Company has
begun receiving new contracts to perform FDA studies. The Company believes that
this adverse publicity had the impact of causing a decline in patient flow and
temporarily halted the procurement of new clinical trials contracts
8
<PAGE>
and caused a decrease in the price of the Company's Common Stock, all both of
which limited the availability of the capital required to add new facilities and
diverted management's attentions towards defending the Company.
A. CONTINUING OPERATIONS
---------------------
GENERAL
-------
CSI owns and operates an integrated health care delivery and clinical
research system that includes a multi-state network of primary care and clinical
research facilities specializing in immune system disorders consisting primarily
of HIV, AIDS and CFIDS. The network also conducts multi-center clinical trials
in cooperation with biotechnology and pharmaceutical companies. The Company
became engaged in this health care delivery and research business in December
1991, when it acquired all of the stock of CSI. CSI was founded in 1986 by
William M. Reiter, MD, FACP and Paul J. Cimoch, MD, FACP, internationally
recognized research physicians.
Historical outcomes analysis has demonstrated that the course of HIV
disease can be profoundly and positively altered by the use of early
intervention strategies and by preventive treatment directed against
opportunistic infections. Through its efforts in research and practical
application, CSI has developed protocols for the treatment of HIV patients.
These protocols specify the treatments and therapies to be provided to HIV
patients, depending on the stage of the disease as determined by a
multi-parametric evaluation of clinical status, viral activity and immunologic
function. Treatment of HIV patients at CSI facilities by their affiliated
physicians is offered in accordance with these protocols. CSI has also developed
research protocols which govern the processes and record keeping practices to be
followed in specified studies performed by CSI. These studies may be undertaken
at CSI's initiative or in conjunction with a separate organization (e.g., a
pharmaceutical company), which would typically finance the study and pay certain
fees to CSI in return for conducting its portion of the clinical trial.
CFIDS is believed to result from a genetic failing occurring in the
immune response genes. This defect, when coupled with certain viral infections
or other activating factors, leads to a state of chronic immune activation,
which causes a variety of symptoms, including profound fatigue. CSI has
developed treatment protocols for chronic fatigue patients, the goal of which is
to rebalance the immune system or otherwise alleviate symptoms.
Services provided by CSI (including its CSI Clinical
Laboratories, Inc., and CSI Therapeutics, Inc., CSI Clinical
Trials, Inc. and CSI Managed Care, Inc. subsidiaries) have
accounted for all of the Company's operating revenues from
9
<PAGE>
continuing operations since the Company acquired CSI. After acquiring CSI and
its two (2) operating facilities, the Company has opened three (3) new
facilities and has entered into independent affiliation agreements with an
additional thirteen (13) facilities.
ORGANIZATION AND OPERATION
--------------------------
The Company through CSI owns and operates 5 facilities located in Ft.
Lauderdale, Fla., Miami, Fla., Chicago, Ill., Irvine, CA and San Diego, CA. CSI
Clinical Laboratories, Inc. ("CSI Clinical Laboratories") is a licensed clinical
laboratory that currently provides services exclusively to CSI's clinical
facilities. CSI Therapeutics, Inc. ("CSI Therapeutics") provides pharmaceutical
distribution, home care and infusion care in connection with the operation of
CSI's facilities. CSI Clinical Trials, Inc. ("CSI Clinical Trials") conducts
multi-center clinical trials for biotechnology and pharmaceutical companies as
well as its own internally developed treatment protocols. CSI Managed Care, Inc.
("CSI Managed Care") markets and administrates managed care contracts with third
party payors, including preferred provider organizations, health maintenance
organizations and self insured organizations.
Each of the five (5) Company owned facilities is owned by a
wholly-owned subsidiary of CSI. A medical professional association (the "PC")
enters into an Independent Practice Affiliation Agreement (IPAA) with CSI to
utilize the facility in order to provide care to its patients with immunological
and related diseases.
SUPPORT SERVICES
----------------
In addition to providing and updating treatment and research protocols,
CSI also offers other support services to its facilities. These currently
include laboratory, pharmaceutical distribution, home care, out-patient infusion
services, clinical trial services and a managed care network.
1. LABORATORY SERVICES: CSI Clinical Laboratories is a
licensed clinical laboratory, operated to research
standards. It currently provides services exclusively to
CSI clinical facilities and CSI's Privately Owned
Facility Independent Practice Affiliates. The laboratory
specializes in hematology, immunogenetics and diagnostic
immunology; with particular expertise in flow cytometery
and immunoassay. General laboratory work is provided by
a sub-contract with a national reference laboratory.
Laboratory result reporting from all sources is through
CSI's integrated information technologies system. All
information is archived in relational data bases,
enabling customized clinical presentation and post hoc
research analysis.
10
<PAGE>
2. THERAPEUTIC SERVICES: CSI Therapeutics is the umbrella
subsidiary for pharmaceutical distribution, home care and
infusion care. Parenteral pharmaceutical distribution is
made to PA's for in office use of injectable medications
by the PA. Oral pharmaceutical distribution is made to
PA's for dispensing by the PA in accordance with
applicable regulation~. Home health care and out-patient
infusion care is available to patients of the PA through
CSI, primarily via a national sub-contract arrangements
with an unaffiliated home health care companies.
3. CSI CLINICAL TRIALS: CSI's Clinical Trials Division is
responsible for protocol review, budget development and
presentation to the clinical network of all Clinical
Trials conducted for biotechnical or pharmaceutical
companies or CSI's internally developed protocols.
Research physicians and protocol specialists in the
Clinical Trials Division oversee study initiation,
quality assurance, administrative and regulatory matters.
All source documentation from study sites utilizing CSI's
Affiliated Physicians Network will be captured on CSI
Information Technologies System clinical and research
templates. Data will be monitored centrally,
automatically extracted to study case report forms and
transferred to sponsors for interim analysis. Manual
transcription of data from source documents to case
report forms and to the sponsor's computer data bases
will be obviated. All information will be transformed
into electronic records, with security standards making
them acceptable for submission to governmental regulatory
agencies.
4. CSI MANAGED CARE: CSI Managed Care, Inc. markets and
administers discounted fee for service relationships
with third party insurers, preferred provider
organization~, health maintenance organizations and self
insured organizations. Once negotiated, the contracts
are made available to CSI's Independent Affiliated
Physicians Network whose physicians have the opportunity
to accept or decline the contract. Once it has accepted
a contract, the Affiliate agrees to honor the fee
structure throughout its term. In addition, CSI Managed
Care, Inc. has entered into a Data Management Analysis
and Royalty Agreement with CHOE, a wholly-owned
subsidiary of the Bristol-Myers Squibb Company under
which CSI has received $350,000 of income for the sale of
its historical data on treatment outcomes for various
treatment protocols. CSI Managed Care intends to develop
capitated care programs which can be marketed
independently or in conjunction with pharmaceutical and
other service providers.
11
<PAGE>
MARKETING
---------
CSI targets its marketing efforts to a number of audiences, including
third party payors, prospective patients, physicians, and pharmaceutical and
biotechnology companies. Marketing to prospective patients is primarily in the
form of media advertising and seminars conducted for appropriate consumer
groups. CSI maintains its presence among physicians through articles in trade
journals written by CSI physicians as well as through presentations at domestic
and international conventions. Currently, CSI estimates that new patients are
generated equally from three sources: media advertising, physician referrals and
word-of-mouth referrals from current patients.
CSI continues to direct its marketing efforts to address third party
insurance companies, preferred provider organizations, health maintenance
organizations, and self-insured companies including the negotiation of managed
care contracts with some of these groups.
In addition to the above, the Company also markets its services to
pharmaceutical and biotechnology companies in an effort to generate additional
revenues by performing research studies for those companies. Marketing efforts
in this area consist primarily of meetings with executives of such companies
where CSI marketing personnel can demonstrate that due to its large patient base
as well as the successful completion of similar studies in the past, CSI is well
suited to perform studies required by health care companies to obtain
governmental approval for new drugs or other therapies geared toward patients
with immunological and related diseases.
The Company's strategy is to expand its clinical network through
affiliation with established physician practices, to actively pursue clinical
research studies and to contract with managed care companies and self-insured
employers. The Company feels that this approach offers long term strategic
advantages to facilitate growth as the market for immunologic research and
treatment continues to rapidly expand.
Consulting Agreement with Rubin
On February 16, 1996, the Company entered into a Consulting Agreement
with Rubin, pursuant to which the Company agreed to issue 160,000 Shares of
Common Stock of the Company in consideration for consulting services to be
provided to the Company over an anticipated three-year period commencing as of
the date of the agreement. The term of the Consulting Agreement will be three
years unless sooner terminated as provided therein and Rubin will provide full
time services until June 15, 1996 and a minimum of 40 hours per month
thereafter, for the remaining term of the Consulting Agreement. Under the terms
of the Rubin Consulting Agreement, Rubin is to undertake for and consult with
the Company
12
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concerning management, marketing, strategic planning, corporate organization and
structure, expansion of services and shall review and advise the Company
regarding its overall progress, needs and condition. Rubin has agreed not to
transfer, sell or dispose of 10,000 of its shares until August 15, 1996.
In particular, Rubin shall provide the following enumerated services:
(i) valuation of the Company's business activities including, but not limited to
research and development, clinical trials, information systems, accounting,
banking arrangements and overall analysis for the Company's financial condition;
(ii) preparation of business plan; (iii) assist the Company in the analysis of
future expansion and identification of specific clinics with appropriate patient
base for affiliation; (iv) assist the Company in the negotiation, evaluation and
structuring of strategic alliances and joint ventures; and (v) assist the
Company in the attainment of and negotiation for banking facilities and suitable
credit lines.
Consulting Agreement with Logica
On April 22, 1996, the Company entered into a Consulting Agreement with
Logica pursuant to which the Company agreed to issue to 80,000 Shares of Common
Stock of the Company in consideration for consulting services to be provided to
the Company over an anticipated three-year period commencing as of the date of
the Agreement. The term of the Consulting Agreement will be three years unless
sooner terminated. Logica is to undertake for and consult with the Company
concerning management, marketing, strategic planning, corporate organization and
structure, financial matters including stockholder relations, and evaluating and
structuring business acquisitions.
In particular, Logica shall provide the following enumerated services:
(i) the implementation of short-range and long-term planning to fully develop
and enhance the Company's assets, resources and services particularly as such
relate to the European Community and the Far East; (ii) the implementation of a
marketing program to assist the Company in broadening the world-wide markets for
its business and services and promote the image of the Company world-wide; (iii)
assist the Company in monitoring the services provided by the Company's outside
consultants and contractors; (iv) advise the Company relative to the continued
development of a stockholder relations program; (v) assist the Company in
developing programs and resources to enable and enhance its capacities to secure
regulatory approvals; (vi) advise and assist the Company in identifying,
evaluating and structuring business acquisitions.
Consulting Agreement with J.V. Consultant
On April 22, 1996, the Company entered into an Agreement with BioCoral,
Inc. pursuant to which the Company agreed to enter into a joint venture with
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<PAGE>
BioCoral, which joint venturer may enter into arrangements with one or more
parties introduced to the Company by the J.V. Consultant. In consideration for
introducing BioCoral and other venturers to the Company and for the assistance
of the J.V. Consultant with respect to identification of such parties,
assistance in negotiations, evaluating and structuring strategic alliances and
joint ventures, the Company agreed to issue the J.V. Consultant 40,000 shares of
its Common Stock.
Compensation Agreements
On January 15, 1996, the Company entered into an Agreement with APT&B,
whereby the Company agreed to issue APT&B 9,000 shares of its Common Stock as
compensation for certain legal services rendered to the Company.
On September 29, 1995, the Company entered into an Agreement with
RLH&P, whereby the Company agreed to issue RLH&P 5,000 shares of its Common
Stock as settlement for certain obligations to RLH&P in connection with legal
services performed by RLH&P on the Company's behalf.
On September 30, 1995, the Company entered into Agreements with each of
Fred Roa and John Marsh, two of the Company's directors, pursuant to which the
Company agreed to issue each of Messrs. Roa and Marsh 2,500 shares of the Common
Stock of the Company in consideration for their services as directors of the
Company and undertaking such services in the absence of officers and directors
liability insurance.
On February 21, 1996, the Company agreed to issue to Beilly 10,000
shares of its Common Stock in consideration for additional services provided by
Beilly as general counsel and secretary to the Company.
Federal Income Tax Effects
The following discussion applies to the stock issued under the
Consulting and Compensation Agreements and is based on federal income tax laws
and regulations in effect on March 31, 1996. In connection with the issuance of
stock as compensation payable under the Agreements, there must be included in
gross income the excess of the fair market value of the property received over
the amount, if any, paid for the property in the first taxable year in which the
Consultant's beneficial interest in the property either is "transferable" or is
not subject to a "substantial risk of forfeiture." A substantial risk of
forfeiture exists where rights and property that have been transferred are
conditioned, directly or indirectly, upon the future performance (or refraining
from performance) of substantial services by any person, or the occurrence of a
condition related to the purpose of the transfer, and the possibility of
forfeiture is substantial if such condition is not satisfied. Stock received
14
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<PAGE>
by a person who is subject to the short swing profit recovery rule of Section
16(b) of the Securities Exchange Act of 1934 is considered subject to a
substantial risk of forfeiture so long as the sale of such property at a profit
could subject the stockholder to suit under that section. The rights are treated
as transferable if and when they can sell, assign, pledge or otherwise transfer
any interest in the stock to any person.
Restrictions Under Securities Laws
The sale of any Shares of stock must be made in compliance with federal
and state securities laws. Officers, directors and 10% or greater stockholders
of the Company, as well as certain other persons or parties who may be deemed to
be "affiliates" of the Company under the Federal Securities Laws, should be
aware that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security
Holders, the amount of Shares of Common Stock held directly or indirectly, the
maximum amount of Shares of Common Stock to be offered by the Selling Security
Holders, the amount of Common Stock to be owned by the Selling Security Holders
following sale of such Shares of Common Stock and the percentage of Shares of
Common Stock to be owned by the Selling Security Holders following completion of
such offering (based on 2,198,000 Shares of Common Stock of the Company
outstanding at April 29, 1996).
<TABLE>
<CAPTION>
Shares to be
Name of Selling Number of Shares to Owned After Percentage to be
Security Holder Shares Owned be Offered Offering Owned After Offering
--------------- ------------ ---------- ------------ --------------------
<S> <C> <C> <C> <C>
Logica Overseas, S.A 80,000 80,000 -0- --
Rubin Consultants, Inc. 160,000 160,000 -0- --
Atlas, Pearlman,
Trop & Borkson, P.A 9,000 9,000 -0- --
Romanick, Lavin,
Huss & Paoli 5,000 5,000 -0- --
John Marsh(1) 3,500 2,500 -0- --
Fred Roa(1) 7,200 2,500 -0- --
Bradford J. Beilly(2) 22,500 10,000 -0- --
Brompton Asset
Management S.A 40,000 40,000 -0- --
</TABLE>
15
<PAGE>
(1) Includes 1,000 shares issuable under currently exercisable stock options.
(2) Includes 10,000 shares issuable under currently exercisable warrants and
stock options.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its Articles of Incorporation to issue
25,000,000 Shares of Common Stock, par value $.02 per Share, of which 2,198,000
were outstanding as of April 29, 1996. The holders of the Company's Common Stock
are entitled to receive dividends at such time and in such amounts as may be
determined by the Company's Board of Directors, and upon liquidation are
entitled to share ratably in the assets of the Company remaining after the
payment of all debts and other liabilities.
All Shares of the Company Common Stock have equal voting rights, each
Share being entitled to one vote per Share for the election of Directors and for
all other purposes. Holders of such Common Stock are not entitled to any
preemptive rights to purchase or subscribe for any of the Company's securities.
All of the Company's Common Stock which are issued and outstanding are fully
paid and non-assessable. Stockholders do not have cumulative voting rights,
which means that the holders of more than 50% of the Shares voting for the
election of Directors are able to elect 100% of the Company's Directors.
It is not contemplated that any dividends will be paid on the Common
Stock, and the future ability to pay dividends will be dependent upon the
success of the Company's operations and the decision by its management at that
time.
Preferred Stock
The Company is authorized to issue 100,000 shares of Preferred Stock,
par value $1.00 per share, issuable in such series and bearing such voting,
dividend, conversion, liquidation and other rights and preferences as the Board
of Directors may determine. No shares of the Company's Preferred Stock were
outstanding as of the date hereof.
AMEX
The Company's Common Stock is traded on the AMEX under the
symbol "HPI."
Transfer Agent
The Company's Transfer Agent is Registrar and Transfer Co., 10 Commerce
Drive, Cranford, New Jersey.
16
<PAGE>
EXPERTS
The financial statements and schedules incorporated by reference in
this Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on AMEX under the symbol "HPI."
The Company's Common Stock was suspended from trading on the AMEX from February
17, 1995 to September 29, 1995 and during such period traded on the
over-the-counter market. The Company does not fully satisfy all of the financial
guidelines for listing on the AMEX and accordingly, there can be no assurance
that the AMEX listing will be continued. In connection with the Company's
agreement with AMEX to resume trading, the Company agreed, subject to
stockholder approval, to recommend a one-for-ten reverse stock at the Company's
next annual meeting of stockholders. At the annual meeting of stockholders on
April 19, 1996 the Company's shareholders approved the reverse stock split. AMEX
also required the Company to improve its debt to equity ratio and to improve its
overall financial results. With respect to the improvement of the Company's debt
to equity ratio, the former Center for Special Immunology ("CSI") shareholders
have agreed and the independent directors of the board have approved the
conversion of $3,000,000 of a convertible note at $.25 per share into 1,200,000
shares of the Company's Common Stock. This conversion will result in a release
of the security interest in the stock of CSI held by such shareholders. The
following table sets forth the range of high and low closing sales or high bid
and high asked price quotations for the Common Stock for the periods indicated.
Common Stock
High Low
---- ---
Fiscal Year
-----------
1994
1st Quarter.................... 15.625 5.225
2nd Quarter.................... 13 6.875
3rd Quarter.................... 10 5
4th Quarter.................... 13 5.225
1995
1st Quarter.................... 7.50 3.125
2nd Quarter.................... 4.375 .625
3rd Quarter.................... 6.250 .938
4th Quarter.................... 7.50 1.875
1996
October 1-December 31, 1995.... 5 5
December 31-March 31, 1995..... 3.75 1.875
17
<PAGE>
As of December 31, 1995, the approximate number of record holders of
the Company's Common Stock was 751.
The Company has not paid any cash dividends on its Common Stock. For
the foreseeable future, the Company anticipates that any earnings that may be
generated from operations will be used to finance the growth of the Company.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Special Counsel for the Company, Fort Lauderdale, Florida. Atlas,
Pearlman, Trop & Borkson, P.A.
owns 9,000 Shares of the Company's common stock.
INDEMNIFICATION
Pursuant to Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "GCL"), the state of incorporation of the Company, the
Certificate of Incorporation of the Company, eliminates the liability of the
Company's directors to the Company or its stockholders, except for liabilities
related to breach of duty of loyalty, actions not in good faith, and certain
other liabilities.
The Certificate of Incorporation and the Bylaws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation or was serving as a director, officer,
employee or agent of another enterprise, at the request of the corporation, and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful. If it is determined that
the conduct of such person meets these standards, he or she may be indemnified
for expenses incurred and amounts paid in such proceeding (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
18
<PAGE>
person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
The Company does not maintain directors' and officers' liability
insurance.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.
19
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
------- ---------------------------------------
The documents listed in (a) through (b) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 1995.
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(d) The description of the Common Stock of the Company
which is contained in a Registration Statement dated December 19,
1991, on the Form 8-B (Reg. No. 1-10966) filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
Item 4. Description of Securities
------- -------------------------
A description of the Company's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
------- --------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
------- ------------------------------------------
Pursuant to Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "GCL"), the state of incorporation of the Company, the
Certificate of Incorporation of the Company, eliminates the liability of the
Company's directors to the Company or its stockholders, except for liabilities
related to breach of duty of loyalty, actions not in good faith, and certain
other liabilities.
i
<PAGE>
The Certificate of Incorporation and the Bylaws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the GCL. Section 145 of the GCL of the State of Delaware generally
authorizes indemnification by a corporation when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation or was serving as a director, officer,
employee or agent of another enterprise, at the request of the corporation, and
if such person acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful. If it is determined that
the conduct of such person meets these standards, he or she may be indemnified
for expenses incurred and amounts paid in such proceeding (including attorneys'
fees) if actually and reasonably incurred by him or her in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
The Company does not maintain directors' and officers' liability
insurance.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officer of Company under the Securities Act
of 1933.
Item 7. Exemption from Registration Claimed
------- -----------------------------------
Inasmuch as the Consultants who received the Shares, Company were
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Company, such transactions was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act. As a condition
precedent to such issuance, the Consultants were required to express an
investment intent and consent to the imprinting of a restrictive legend on each
stock certificate to be received from the Company except upon
ii
<PAGE>
sale of the underlying Shares of Common Stock pursuant to a
registration statement.
Item 8. Exhibits
------- --------
Exhibit Description
------- -----------
(4)(a) Consulting Agreement with Rubin Consultants, Inc.
(4)(b) Consulting Agreement with Logica Overseas, S.A.
(4)(c) Stock Agreement with Atlas, Pearlman, Trop & Borkson,
P.A.
(4)(d) Stock Agreement with Romanick, Lavin, Huss & Paoli
(4)(e) Stock Agreement with John Marsh
(4)(f) Stock Agreement with Fred Roa
(4)(g) Stock Agreement with Bradford J. Beilly
(4)(h) Consulting Agreement with Brompton Asset Management, S.A.
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
to the issuance of shares of securities pursuant to the
above Consulting Agreements
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
in the opinion filed as exhibit (5) hereto
(23.2) Consent of independent certified public accountants
Item 9. Undertakings
------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for the purposes of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
iii
<PAGE>
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
iv
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S- 8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale and the State of Florida, on the
17th day of May, 1996.
HEALTH PROFESSIONAL, INC.
By:/S/ WILLIAM REITER
----------------------------------
William Reiter
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board,
President and Chief
Executive Officer (Principal
/S/WILLIAM REITER Executive Officer) May 17, 1996
-------------------
William Reiter
Chief Financial Officer
/S/W. DOUGLAS KAHN (Principal Accounting
-------------------
W. Douglas Kahn Officer) May 17, 1996
/S/FRED ROA Director
-------------------
Fred Roa May 17, 1996
/S/JOHN MARSH Director
-------------------
John Marsh May 17, 1996
Director
-------------------
Paul J. Cimoch
Director
-------------------
Gregory S. Anderson
v
EXHIBIT (4)(a) Consulting Agreement with Rubin Consultants, Inc.
CONSULTING AGREEMENT
AGREEMENT, made as of this 16th day of February, 1996, by and between
Health Professionals, Inc., a Delaware corporation having its principal place of
business at 515 East Las Olas Blvd., Ft. Lauderdale, Florida 33301 (hereinafter
"HPI") and Rubin Consultants Inc., a Panamanian corporation with its principal
place of business c/o UniBank Trust Corp. Ltd., 20 Athol Street, Douglas, Isle
of Man, Channel Islands (hereinafter "Rubin").
W I T N E S S E T H:
WHEREAS, HPI has been experiencing operating losses for some time; and
WHEREAS, in their most recent report on HPI's financial statements,
BDO Seidman, HPI's auditors, have expressed reservations about HPI's ability to
continue as a going concern; and
WHEREAS, HPI has been advised by the American Stock Exchange ("AMEX"),
the principal market for its securities, that AMEX may delist HPI's common stock
from trading thereon unless it fulfills certain conditions, including the
improvement of its financial condition, which delisting would result in serious
detriment to HPI and its shareholders; and
WHEREAS, HPI desires to engage an outside entity or individual to
provide financial and management related consulting services for and on behalf
of HPI; and
WHEREAS, Rubin has expertise in the financial and management type
services HPI requires and has engaged the services of Henry d'Abo ("Consultant")
who has significant experience and expertise in business and financial
management and consulting, particularly as such relates to
<PAGE>
financially-distressed companies and so-called "management turn-around"
situations; and
WHEREAS, Consultant has also been a shareholder of HPI for some time
and believes in the inherent potential for profitability of HPI's core business;
and
WHEREAS, Consultant is willing to provide management consulting
services on HPI's premises for a period of time and thereafter on an as-needed
basis;
WHEREAS, Rubin is willing to provide for the services of Consultant
and to be compensated therefor by receipt of shares of HPI common stock in lieu
of cash compensation; and
WHEREAS, because of Rubin's willingness to accept HPI shares as
compensation for Consultant's services, and owing to the volatile value and
restrictions on the resale of such shares, HPI has agreed to issue a substantial
portion of such shares presently; and
WHEREAS, HPI is desirous of entering into such an arrangement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto hereby agree as follows.
1. Services to be Rendered.
------------------------
(a) During the term of this Agreement, Rubin shall arrange for
Consultant to render the services set forth in Schedule "A" annexed hereto and
made a part hereof. Such services shall be rendered by Consultant in so many
hours a week as Consultant, in his sole and absolute discretion, shall see fit;
provided, however, that Consultant shall make himself available to HPI for at
least 40 hours per month. All work to be performed and services to be rendered
2
<PAGE>
hereunder shall be in consultation with HPI management. HPI agrees to make all
its senior management, as well as members of its Board of Directors, available
to Consultant at all reasonable times during normal business hours during the
term of this Agreement.
(b) The services to be rendered hereunder shall be performed by
Consultant, and such services may not be subcontracted or otherwise performed by
third parties on behalf of Consultant without the prior written permission of
HPI.
(c) During the first four (4) months of the term of this Agreement,
such services shall be rendered on a full-time basis by Consultant at HPI's
executive offices. During such period, HPI shall make available to Consultant,
without charge, an office, as well as secretarial, reception and similar
services commensurate with those of individuals performing similar functions for
HPI.
(e) Nothing contained in this Agreement shall in any way be deemed as
preventing or restricting either Rubin or Consultant from in any way performing
any other business services for other individuals or entities or for their own
account; provided, however, that Consultant shall not perform consulting
services for entities engaged in businesses directly competitive with HPI.
2. Compensation.
-------------
3
<PAGE>
(a) As compensation for the full and complete rendition of the
services to be rendered hereunder, HPI shall pay Rubin or Consultant, as
directed, a fee of 160,000 shares (the "Shares") of its common stock, $.02 per
share, giving effect to a proposed ten-for-one reverse split of the Company's
common stock to be presented to the shareholders of the Company, and if not so
approved, then the number of shares payable shall be multiplied by ten (10) ,
payable in full within 10 business days of the Company's next annual meeting of
shareholders.
(b) HPI shall reimburse Consultant for all reasonable business
expenses incurred by Consultant in connection with the performance of
Consultant's obligations hereunder, but not including any expenses related to
Consultant's relocation costs or ordinary living expenses, provided that any
expense in excess of $500, or any aggregate of expenses in excess of $1000 in
any given month, shall require the prior written consent of HPI. HPI shall
reimburse Consultant for such reimbursable expenses not more than once each
month and only after receipt of supporting documentation sufficient to enable
HPI do validly deduct such expenses from its income under IRS rules and
regulations.
(c) HPI agrees that it will, no later than April 30, 1996, file or
cause to be filed with the Securities and Exchange Commission and the American
Stock Exchange, a Registration Statement on Form S-8 (or similar form), which
Registration Statement shall cover the sale or other disposition by Rubin or
Consultant of all the Shares (as directed) and further that HPI shall use its
best efforts to obtain the effectiveness of such Registration Statement as soon
as practicable. HPI shall be required to effect a registration or qualification
pursuant to this subsection (c) on one occasion only. All expenses of any
registration and offering of the Shares pursuant to this paragraph
4
<PAGE>
(including, without limitation, registration fees, qualification fees, fees
and disbursements of HPI's counsel and printing expenses) shall be borne by HPI.
3. Term of Agreement.
-----------------
This Agreement shall be for a period of three (3) years from the date
hereof unless terminated sooner as provided herein. After the six (6) month
anniversary hereof, HPI may terminate this Agreement upon 30 days' notice to
Rubin with or without cause, provided that such termination will have no effect
on Rubin or Consultant's rights to the Shares theretofore issued to it or
issuable to it pursuant hereto.
4. Rubin's And Consultant's Representation And Warranty. Rubin and
----------------------------------------------------
Consultant represent and warrant to HPI that each has the authority to enter
into this Agreement and to perform all obligations hereunder.
5. Representations And Warranties (a) HPI hereby represents and
------------------------------
warrants to Rubin, Consultant and their permitted assigns as follows:
(i) No Consents. No permit, consent, approval, authorization, order
-----------
of, or filing with, any court or governmental authority is required in
connection with the execution and delivery by HPI of this Agreement or to
consummate the transactions contemplated hereby, except for the filing of the
Registration Statement as provided in subsection 2(c).
(ii) Authorization of Agreement, Etc. HPI has full right, power and
--------------------------------
authority to execute and deliver this Agreement and any document, certificate or
instrument required hereunder and any agreement to be executed (collectively,
the "Documents") and to perform all of its obligations hereunder and thereunder
or contemplated hereby or thereby. The Documents have been, or will be, duly
executed and delivered by HPI and the execution, delivery and
5
<PAGE>
performance by HPI of the Documents has been duly authorized by all requisite
corporate action by HPI; and each constitutes, or will constitute, the legal,
valid and binding obligation of HPI enforceable in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, usury or other similar laws affecting the
enforcement of creditors' rights generally.
(iii) Authorization. The (A) authorization, execution, delivery and
-------------
performance of the Documents; (B) authorization, issuance, sale and delivery of
the Shares will not (i) violate any provision of law or statute or any order of
any court or other governmental agency or (ii) conflict with or result in any
breach of any of the terms, conditions or provisions of, or constitute (with due
notice or lapse of time or both) a default under, or result in the creation of
any lien, security interest, charge or encumbrance upon any of the properties or
assets of HPI under its charter, the By-laws of HPI or any indenture, mortgage,
lease agreement or other agreement or instrument to which HPI is a party or by
which it or any of its property is bound.
(iv) Issuance Of Securities, Etc. HPI has all requisite corporate
----------------------------
power and authority to issue, sell and deliver the Shares and such issuance,
sale and delivery has been duly authorized by all requisite corporate action of
HPI and when so issued, sold and delivered (i) the Shares will be duly and
validly issued and outstanding, fully paid and nonassessable with no personal
liability attaching to the ownership thereof and will be free and clear of all
liens, charges, claims, encumbrances, restrictions or preemptive or any other
similar rights imposed by or through HPI and HPI shall have paid all taxes, if
any, in respect of the issuance thereof; and (ii) none of the Shares will be
subject to preemptive or any other similar rights of the shareholders of HPI or
others. The offer and sale of the Shares is exempt from the registration
6
<PAGE>
requirements of the Securities Act and the rules and regulations promulgated
thereunder and the Shares will be issued in compliance with all applicable
Federal and state securities laws.
(b) Rubin and Consultant hereby represent and warrant to HPI that they
are acquiring the Shares for their own account for investment purposes and
without a view to the resale or distribution thereof.
6. Indemnity Obligations.
----------------------
(a) HPI agrees to indemnify and hold harmless Rubin and Consultant, as
follows:
(i) against any and all losses, liabilities, claims, damages and
reasonable expenses whatsoever arising out of any untrue statement or alleged
untrue statement of a fact set forth in the Registration Statement or the
omission or alleged omission therefrom of a fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading unless such statement or omission was made in reliance on and in
conformity with written information furnished to HPI by the Rubin or Consultant
expressly for inclusion in the Registration Statement;
(ii) against any and all losses, liabilities, claims, damages and
expenses whatsoever to the extent of the aggregate amount paid in settlement of
any litigation, commenced or threatened, or any claim whatsoever based upon (A)
any such untrue statement or omission or any such alleged untrue statement or
omission unless such statement or omission was made in reliance on and in
conformity with written information furnished to HPI by Rubin or Consultant
expressly for inclusion in the Registration Statement or (B) the rendition by
Consultant of any of his services pursuant to this Agreement, except for any
gross negligence, malfeasance, act of bad faith or breach of trust by
7
<PAGE>
Consultant or for his failure to adhere to the terms and conditions
of this Agreement; and
(iii) against any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under clause (i) or (ii) above unless such
statement or omission was made in reliance on and in conformity with written
information furnished to HPI by Rubin or Consultant expressly for inclusion in
the Registration Statement.
(b) HPI agrees to indemnify and hold harmless Rubin and Consultant, to
the same extent as the foregoing indemnity, against any and all losses,
liabilities, claims, damages and reasonable expenses whatsoever directly arising
out of the exercise by any person of any right under the Securities Act, the
Exchange Act on account of violations of the representations, warranties or
agreements set forth in Section 5 hereof.
(c) Rubin agrees to indemnify and hold harmless HPI, its officers,
directors, employees, agents and counsel and each other person, if any, who
controls HPI, to the same extent as the foregoing indemnity from HPI to Rubin
and Consultant in Sections 6(a) and 6(b) hereof, but only with respect to (i)
statements or omissions, if any, made in the Registration Statement in reliance
upon and in conformity with written information furnished to HPI by Rubin or
Consultant expressly for inclusion in the Registration Statement; and (ii)
actions which are the result of the gross negligence, malfeasance, act of bad
faith or breach of trust by Consultant or for Consultant's failure to adhere to
the terms of this Agreement. If any action shall be brought against HPI or any
other person so indemnified based on the Registration Statement and in
8
<PAGE>
respect of which indemnity may be sought against Rubin pursuant to this Section
6(c), Rubin shall have the rights and duties given to an indemnifying party
under Section 6(d) hereof and HPI and each other person so indemnified shall
have the rights and duties given to indemnified parties pursuant to Section 6(a)
hereof. The foregoing agreement to indemnify shall be in addition to any
liability Rubin may otherwise have including liabilities arising under this
Agreement.
(d) If any action is brought against HPI, Rubin or Consultant, as the
case may be (each, an "Indemnified Party" and collectively, "Indemnified
Parties"), in respect of which indemnity may be sought against HPI, Rubin or
Consultant, as the case may be, pursuant to Sections 6(a) - 6(c) above, each
such Indemnified Party shall promptly notify the other party or parties liable
for indemnification pursuant to the Section 6 (the "Indemnifying Party") in
writing of the institution of such action (but the failure to so notify shall
not relieve the Indemnifying Party from any liability it may have under this
Section 6 unless such failure results in the imposition of a default judgment
which cannot be reopened) and the Indemnifying Party shall promptly assume the
defense of such action, including the retention of counsel (reasonably
satisfactory to each such Indemnified Party) and payment of expenses. Each such
Indemnified Party shall have the right to employ its own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of each
such Indemnified Party unless the employment of such counsel shall have been
authorized in writing by the Indemnifying Party in connection with the defense
of such action or the Indemnifying Party shall have not have promptly employed
counsel reasonably satisfactory to each such Indemnified Party to have charge of
the defense of such action or each such Indemnified Party shall have reasonably
concluded that there may be one or more legal defenses available to it or them
or to other Indemnified Parties which are different from or additional to
9
<PAGE>
those available to one or more of the Indemnifying Parties and it would be
inappropriate for the same counsel to represent both parties due to actual or
potential differing interests between them, in any of which events such fees and
expenses shall be borne by the Indemnifying Party and the Indemnifying Party
shall not have the right to direct the defense of such action on behalf of each
Indemnified Party. Anything in this Section 6(d) to the contrary
notwithstanding, the Indemnifying Party shall not be liable for any settlement
of any such claim or action effected without its written consent, which consent
shall not be unreasonably withheld. HPI agrees to promptly notify Rubin and
Consultant of the commencement of any litigation or proceedings against HPI or
any of its officers or directors in connection with the Registration Statement.
7. Independent Contractor. It is expressly understood and agreed that
----------------------
Consultant, via Rubin, is being engaged as a self-employed independent
contractor and not as an employee or agent of HPI. HPI will not withhold or pay
any taxes relating to any of Consultant's activities hereunder, nor will HPI
provide worker's compensation, disability, health or any other insurance
coverage.
8. General.
-------
(a) This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof, and supersedes all prior
understandings, agreements, and documentation relating to the subject matter
hereof. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto.
10
<PAGE>
(b) The expiration of the term of this Agreement notwithstanding,
provisions which are intended to survive and continue such expiration
(including, without limitation, Section 6 hereof) shall so survive and continue.
(c) All notices which may be given under the provisions of this
Agreement or otherwise shall be conclusively deemed to have been given if
delivered personally or sent by certified mail, return receipt requested, with
postage prepaid, to each of the parties hereto at the respective addresses set
forth above, or to such other address or addresses as either party may
hereinafter designate in writing as his or its address for this purpose in the
manner herein provided for giving notices. The date of giving of such notice
shall be conclusively deemed to be the date of receipt, if delivered personally,
or the date of postmark, if mailed.
(d) No term or provision hereof shall be deemed waived and no breach
excused unless such waiver or consent shall be in writing and signed by the
party claimed to have waived or consented.
(e) The rights and obligations of the parties hereunder may not be
assigned by any such party without the prior written consent of the other. This
Agreement shall inure to the benefit of and be binding upon the successors (by
operation of law) and the permitted assigns of the parties
hereto.
(f) Whenever the sense of this Agreement so requires, the masculine
gender shall be deemed to include the feminine and/or neuter gender, and the
plural, the singular and vice versa.
11
<PAGE>
(g) The titles set forth in this Agreement are for convenience
of reference only and shall not be considered as part of this Agreement in any
respect nor shall they in any way affect the substance of any provision
contained in this Agreement.
(h) This Agreement, its performance and the rights,
obligations and remedies of the parties hereto, shall be construed and governed
by the laws of the State of Florida without regard to its principles of conflict
of laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the year and date first above written.
HEALTH PROFESSIONALS, INC.
By: S/ WILLIAM REITER
-----------------------------
William Reiter, CEO
RUBIN CONSULTANTS, LTD.
By: S/ HENRY D'ABO
--------------------------
S/ HENRY D'ABO
---------------------------------
Henry d'Abo
12
EXHIBIT (4)(b) Consulting Agreement with Logica Overseas, S.A.
CONSULTING AGREEMENT
AGREEMENT, made as of this 22nd day of April, 1996, by and between
Health Professionals, Inc., a Delaware corporation having its principal place of
business at 515 East Las Olas Blvd., Ft. Lauderdale, Florida 33301 (hereinafter
"HPI") and Logica (Overseas), S.A.., a Panamanian corporation with its principal
place of business at 9 Boulevard des Philosophes, Geneva 1200 Switzerland
(hereinafter "Logica").
W I T N E S S E T H:
WHEREAS, Logica possesses significant business and financial contacts
throughout the European Community and the Far East; and
WHEREAS, HPI is desirous of utilizing Logica's extensive network of
contacts for the purpose of expanding its own business as more fully set forth
herein; and
WHEREAS, Logica is willing to provide such services and to be
compensated therefor by receipt of shares of HPI common stock in lieu of cash
compensation; and
WHEREAS, HPI is desirous of entering into such an arrangement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto hereby agree as follows.
1. Services to be Rendered.
------------------------
(a) During the term of this Agreement, Logica shall render the
following services to HPI: (i) implementation of short term and long term
business and financial planning in order to fully develop HPI's assets,
resources and services, particularly as such relate to the European Community
and the Far East; (ii) implementation of a marketing program to assist HPI
<PAGE>
in broadening the worldwide markets for its business and services and to promote
its image worldwide; (iii) assist HPI in monitoring the services rendered by its
outside consultants and contractors; (iv) advise HPI relative to the continued
development of a stockholder relations program; (v) assist HPI in developing
programs and resources to enable and enhance its capacities to secure regulatory
approvals on a worldwide basis; (vi) advise and assist HPI in identifying,
evaluating and structuring business combinations. Such services shall be
rendered by in so many hours a week as Logica, in its sole and absolute
discretion, shall see fit. All work to be performed and services to be rendered
hereunder shall be in consultation with HPI management. HPI agrees to make all
its senior management, as well as members of its Board of Directors, available
to Logica at all reasonable times during normal business hours during the term
of this Agreement.
(b) The services to be rendered hereunder shall be performed by
Logica, and such services may not be subcontracted or otherwise performed by
third parties on behalf of Logica without the prior written permission of HPI.
(c) The services to be rendered by Logica to HPI may be rendered by
Logica at any location of its choosing including, without limitation, at
Logica's offices in the European Community.
(d) Nothing contained in this Agreement shall in any way be deemed as
preventing or restricting Logica from in any way performing any other business
services for other individuals or entities or for their own account.
2. Compensation.
-------------
2
<PAGE>
(a) As compensation for the full and complete rendition of the
services to be rendered hereunder, HPI shall pay Logica a fee of 80,000 shares
(the "Shares") of its common stock, $.02 per share, giving effect to a the
ten-for-one reverse split of the Company's common stock approved by the
stockholders of HPI on April 19, 1996 , payable in full no later than April 29,
1996. (b) HPI agrees that it will, no later than April 30, 1996, file or cause
to be filed with the Securities and Exchange Commission and the American Stock
Exchange, a Registration Statement on Form S-8 (or similar form), which
Registration Statement shall cover the sale or other disposition by Logica of
all the Shares and further that HPI shall use its best efforts to obtain the
effectiveness of such Registration Statement as soon as practicable. HPI shall
be required to effect a registration or qualification pursuant to this
subsection (b) on one occasion only. All expenses of any registration and
offering of the Shares pursuant to this paragraph (including, without
limitation, registration fees, qualification fees, fees and disbursements of
HPI's counsel and printing expenses) shall be borne by HPI .
3. Term of Agreement.
-----------------
This Agreement shall be for a period of three (3) years from the
date hereof unless terminated sooner as provided herein. After the six (6) month
anniversary hereof, HPI may terminate this Agreement, with or without cause,
upon 30 days' notice to Logica, provided that such termination will have no
effect on Logica's rights to the Shares theretofore issued to it or issuable to
it pursuant hereto.
4. Logica's and Logica's Representation and Warranty. Logica
-------------------------------------------------
represents and warrants to HPI that it has the authority to enter into this
Agreement and to perform all obligations hereunder.
3
<PAGE>
5. Representations and Warranties (a) HPI hereby represents and
------------------------------
warrants to Logica and its permitted assigns as follows:
(i) No Consents. No permit, consent, approval, authorization, order
-----------
of, or filing with, any court or governmental authority is required in
connection with the execution and delivery by HPI of this Agreement or to
consummate the transactions contemplated hereby, except for the filing of the
Registration Statement as provided in subsection 2(b).
(ii) Authorization of Agreement, Etc. HPI has full right, power and
--------------------------------
authority to execute and deliver this Agreement and any document, certificate or
instrument required hereunder and any agreement to be executed (collectively,
the "Documents") and to perform all of its obligations hereunder and thereunder
or contemplated hereby or thereby. The Documents have been, or will be, duly
executed and delivered by HPI and the execution, delivery and performance by HPI
of the Documents has been duly authorized by all requisite corporate action by
HPI; and each constitutes, or will constitute, the legal, valid and binding
obligation of HPI enforceable in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
usury or other similar laws affecting the enforcement of creditors' rights
generally.
(iii) Authorization. The (A) authorization, execution, delivery and
-------------
performance of the Documents; (B) authorization, issuance, sale and delivery of
the Shares will not (i) violate any provision of law or statute or any order of
any court or other governmental agency or (ii) conflict with or result in any
breach of any of the terms, conditions or provisions of, or constitute (with due
notice or lapse of time or both) a default under, or result in the creation of
any lien, security interest, charge or encumbrance upon any of the properties or
assets of HPI under its
4
<PAGE>
charter, the By-laws of HPI or any indenture, mortgage, lease agreement or other
agreement or instrument to which HPI is a party or by which it or any of its
property is bound.
(iv) Issuance of Securities, Etc. HPI has all requisite corporate
---------------------------
power and authority to issue, sell and deliver the Shares and such issuance,
sale and delivery has been duly authorized by all requisite corporate action of
HPI and when so issued, sold and delivered (i) the Shares will be duly and
validly issued and outstanding, fully paid and nonassessable with no personal
liability attaching to the ownership thereof and will be free and clear of all
liens, charges, claims, encumbrances, restrictions or preemptive or any other
similar rights imposed by or through HPI and HPI shall have paid all taxes, if
any, in respect of the issuance thereof; and (ii) none of the Shares will be
subject to preemptive or any other similar rights of the shareholders of HPI or
others. The offer and sale of the Shares is exempt from the registration
requirements of the Securities Act and the rules and regulations promulgated
thereunder and the Shares will be issued in compliance with all applicable
Federal and state securities laws.
(b) Logica hereby represents and warrants to HPI that it is acquiring
the Shares for their own account for investment purposes and without a view to
the resale or distribution thereof.
6. Indemnity Obligations.
---------------------
(a) HPI agrees to indemnify and hold harmless Logica, as follows:
(i) against any and all losses, liabilities, claims, damages and
reasonable expenses whatsoever arising out of any untrue statement or alleged
untrue statement of a fact set forth in the Registration Statement or the
omission or alleged omission therefrom of a fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading unless such statement or omission was made in reliance on and in
conformity with written information furnished to HPI by the Logica expressly
5
<PAGE>
for inclusion in the Registration Statement;
(ii) against any and all losses, liabilities, claims, damages and
expenses whatsoever to the extent of the aggregate amount paid in settlement of
any litigation, commenced or threatened, or any claim whatsoever based upon (A)
any such untrue statement or omission or any such alleged untrue statement or
omission unless such statement or omission was made in reliance on and in
conformity with written information furnished to HPI by Logica expressly for
inclusion in the Registration Statement or (B) the rendition by Logica of any of
its services pursuant to this Agreement, except for any gross negligence,
malfeasance, act of bad faith or breach of trust by Logica or for its failure to
adhere to the terms and conditions of this Agreement; and
(iii) against any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under clause (i) or (ii) above unless such
statement or omission was made in reliance on and in conformity with written
information furnished to HPI by Logica expressly for inclusion in the
Registration Statement.
(b) HPI agrees to indemnify and hold harmless Logica, to the same
extent as the foregoing indemnity, against any and all losses, liabilities,
claims, damages and reasonable expenses whatsoever directly arising out of the
exercise by any person of any right under the Securities Act, the Exchange Act
on account of violations of the representations, warranties or agreements set
forth in Section 5 hereof.
6
<PAGE>
(c) Logica agrees to indemnify and hold harmless HPI, its officers,
directors, employees, agents and counsel and each other person, if any, who
controls HPI, to the same extent as the foregoing indemnity from HPI to Logica
in Sections 6(a) and 6(b) hereof, but only with respect to (i) statements or
omissions, if any, made in the Registration Statement in reliance upon and in
conformity with written information furnished to HPI by Logica expressly for
inclusion in the Registration Statement; and (ii) any action which is the result
of the gross negligence, malfeasance, act of bad faith or breach of trust by
Logica or for Logica's failure to adhere to the terms of this Agreement. If any
action shall be brought against HPI or any other person so indemnified based on
the Registration Statement and in respect of which indemnity may be sought
against Logica pursuant to this Section 6(c), Logica shall have the rights and
duties given to an indemnifying party under Section 6(d) hereof and HPI and each
other person so indemnified shall have the rights and duties given to
indemnified parties pursuant to Section 6(a) hereof. The foregoing agreement to
indemnify shall be in addition to any liability Logica may otherwise have
including liabilities arising under this Agreement.
(d) If any action is brought against either HPI or Logica (each, an
"Indemnified Party" and collectively, "Indemnified Parties"), in respect of
which indemnity may be sought against the other pursuant to Sections 6(a) - 6(c)
above, each such Indemnified Party shall promptly notify the other (the
"Indemnifying Party") in writing of the institution of such action (but the
failure to so notify shall not relieve the Indemnifying Party from any liability
it may have under this Section 6 unless such failure results in the imposition
of a default judgment which cannot be reopened) and the Indemnifying Party shall
promptly assume the defense of such action, including the retention of counsel
(reasonably satisfactory to each such Indemnified Party)
7
<PAGE>
and payment of expenses. Each such Indemnified Party shall have the right to
employ its own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of each such Indemnified Party unless the
employment of such counsel shall have been authorized in writing by the
Indemnifying Party in connection with the defense of such action or the
Indemnifying Party shall have not have promptly employed counsel reasonably
satisfactory to each such Indemnified Party to have charge of the defense of
such action or each such Indemnified Party shall have reasonably concluded that
there may be one or more legal defenses available to it or them or to other
Indemnified Parties which are different from or additional to those available to
one or more of the Indemnifying Parties and it would be inappropriate for the
same counsel to represent both parties due to actual or potential differing
interests between them, in any of which events such fees and expenses shall be
borne by the Indemnifying Party and the Indemnifying Party shall not have the
right to direct the defense of such action on behalf of each Indemnified Party.
Anything in this Section 6(d) to the contrary notwithstanding, the Indemnifying
Party shall not be liable for any settlement of any such claim or action
effected without its written consent, which consent shall not be unreasonably
withheld. HPI agrees to promptly notify Logica of the commencement of any
litigation or proceedings against HPI or any of its officers or directors in
connection with the Registration Statement.
7. Independent Contractor. It is expressly understood and agreed that
----------------------
Logica is being engaged as a self-employed independent contractor and not as an
employee or agent of HPI. HPI will not withhold or pay any taxes relating to any
of Logica's activities hereunder, nor will HPI provide worker's compensation,
disability, health or any other insurance coverage.
8. General.
-------
8
<PAGE>
(a) This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof, and supersedes all prior
understandings, agreements, and documentation relating to the subject matter
hereof. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto.
(b) The expiration of the term of this Agreement notwithstanding,
provisions which are intended to survive and continue such expiration
(including, without limitation, Section 6 hereof) shall so survive
and continue.
(c) All notices which may be given under the provisions of this
Agreement or otherwise shall be conclusively deemed to have been given if
delivered personally or sent by certified mail, return receipt requested, with
postage prepaid, to each of the parties hereto at the respective addresses set
forth above, or to such other address or addresses as either party may
hereinafter designate in writing as his or its address for this purpose in the
manner herein provided for giving notices. The date of giving of such notice
shall be conclusively deemed to be the date of receipt, if delivered personally,
or the date of postmark, if mailed.
(d) No term or provision hereof shall be deemed waived and no breach
excused unless such waiver or consent shall be in writing and signed by the
party claimed to have waived or consented.
(e) The rights and obligations of the parties hereunder may not be
assigned by any such party without the prior written consent of the other. This
Agreement shall inure to the benefit of and be binding upon the successors (by
operation of law) and the permitted assigns of the parties hereto.
9
<PAGE>
(f) Whenever the sense of this Agreement so requires, the masculine
gender shall be deemed to include the feminine and/or neuter gender, and the
plural, the singular and vice versa.
(g) The titles set forth in this Agreement are for convenience of
reference only and shall not be considered as part of this Agreement in any
respect nor shall they in any way affect the substance of any provision
contained in this Agreement.
(h) This Agreement, its performance and the rights, obligations and
remedies of the parties hereto, shall be construed and governed by the laws of
the State of Florida without regard to its principles of conflict
of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the year and date first above written.
HEALTH PROFESSIONALS, INC.
By: S/ WILLIAM REITER
----------------------------------
William Reiter, CEO
LOGICA (OVERSEAS) S.A..
By: S/ JEAN PAUL GEX
----------------------------------
10
EXHIBIT (4)(c) Stock Agreement with Atlas, Pearlman, Trop & Borkson, P.A.
Health Professionals Inc.
================================================================================
515 E. Las Olas Blvd, Suite 1600, Fort Lauderdale, FL 33301 * (305) 766-2552
January 15, 1996
ATLAS PEARLMAN TROP & BORKSON, P.A.
200 East Las Olas Boulevard
Suite 1900
Fort Lauderdale, FL 33301
Gentlemen:
In connection with the services that your firm has rendered to Health
Professionals, Inc. and its subsidiaries, as well as the services that will be
rendered this year for the Company's filings with the SEC, this letter shall
confirm and memorialize HPI's agreement to effectuate partial payment of your
invoices by issuing to your firm 90,000 shares of the Company's common stock.
This shall further confirm the company's agreement to register the stock should
the Company undertake to file an S-8 registration statement.
I would ask that you memorialize your acceptance of this agreement by
signing below.
Very truly yours,
/s/Bradford J. Beilly
--------------------------
Bradford J. Beilly
Vice President-General Counsel
BJB:cp
Accepted and Agreed:
/s/ATLAS PEARLMAN TROP & BORKSON, P.A
----------------------------------
ATLAS PEARLMAN TROP & BORKSON, P.A
EXHIBIT (4) (d) Stock Agreement with Romanick, Lavin, Huss & Paoli
Health Professionals Inc.
================================================================================
515 E. Las Olas Blvd, Suite 1600, Fort Lauderdale, FL 33301 * (305) 766-2552
September 29, 1995
ROMANIK LAVIN HUSS & PAOLI
1901 Harrison Street
P.O. Box 1040
Hollywood, FL 33020
Gentlemen:
In connection with the services that your firm has rendered to Health
Professionals, Inc. and its subsidiaries, this letter shall confirm and
memorialize HPI's agreement to effectuate partial payment of your invoices by
issuing to your firm 50,000 shares of the Company's common stock. This shall
further confirm the company's agreement to register the stock should the Company
undertake to file an S-8 registration statement.
I would ask that you memorialize your acceptance of this agreement by
signing below.
Very truly yours,
/s/Bradford J. Beilly
---------------------------------
Bradford J. Beilly
Vice President-General Counsel
BJB:cp
Accepted and Agreed:
/s/ROMANIK LAVIN HUSS & PAOLI
------------------------------
ROMANIK LAVIN HUSS & PAOLI
EXHIBIT (4)(e) Stock Agreement with John Marsh
Health Professionals Inc.
================================================================================
515 E. Las Olas Blvd, Suite 1600, Fort Lauderdale, FL 33301 * (305) 766-2552
September 30, 1995
Mr. John Marsh
Health Professionals, Inc.
515 East Las Olas Boulevard
Suite 1600
Fort Lauderdale, FL 33301
Dear Chip:
This letter shall confirm and memorialize the Company's agreement with
you to issue you 25,000 shares of the Company's common stock in consideration of
your serving as a outside director of the Company without the Company
maintaining a director's and officer's liability insurance policy. This
compensation will be in addition to your quarterly distributions of directors
fees.
This shall further confirm the Company's agreement to register the
shares should the Company undertake an S-8 registration statement.
I would ask that you memorialize your acceptance of this agreement by
signing below.
Very truly yours,
/s/Bradford J. Beilly
-----------------------------
Bradford J. Beilly
Vice President-General Counsel
BJB:cp
via-Fax
Accepted and Agreed:
/s/JOHN MARSH
------------------------------
JOHN MARSH
EXHIBIT (4)(f) Stock Agreement with Fred Roa
Health Professionals Inc.
================================================================================
515 E. Las Olas Blvd, Suite 1600, Fort Lauderdale, FL 33301 * (305) 766-2552
September 30, 1995
Mr. Fred Roa
Telesis
795 Franklin Avenue
Franklin Lakes, NJ 07417
Dear Fred:
This letter shall confirm and memorialize the Company's agreement with
you to issue you 25,000 shares of the Company's common stock in consideration of
your serving as a outside director of the Company without the Company
maintaining a director's and officer's liability insurance policy. This
compensation will be in addition to your quarterly distributions of directors
fees.
This shall further confirm the Company's agreement to register the
shares should the Company undertake an S-8 registration statement.
I would ask that you memorialize your acceptance of this agreement by
signing below.
Very truly yours,
/s/Bradford J. Beilly
--------------------------------
Bradford J. Beilly
Vice President-General Counsel
BJB:cp
via-Fax
Accepted and Agreed:
/s/FRED ROA
------------------------------
FRED ROA
EXHIBIT (4)(g) Stock Agreement with Bradford J. Beilly
Health Professionals Inc.
================================================================================
515 E. Las Olas Blvd, Suite 1600, Fort Lauderdale, FL 33301 * (305) 766-2552
February 21, 1996
Bradford J. Beilly, Esquire
BEILLY & POZZUOLI
790 East Broward Boulevard
Suite 200
Fort Lauderdale, FL 33301
Dear Brad:
This letter shall confirm the Company's agreement to issue to you
100,000 of the Company's pre-split common stock (10,000 post split shares) in
consideration for your services rendered to the Company in excess of the monthly
retainer paid to Beilly & Pozzuoli.
This shall further confirm the Company's agreement to register the
shares should the Company undertake an S-8 registration statement.
I would ask that you memorialize your acceptance of this agreement by
signing below.
Very truly yours,
/s/W. DOUGLAS KAHN
-----------------------------
W. DOUGLAS KAHN
Chief Financial Officer
Accepted and Agreed:
/s/BRADFORD J. BEILLY
------------------------------
BRADFORD J. BEILLY
EXHIBIT (4)(h) Consulting Agreement with Brompton Asset Management, S.A.
April 22, 1996
William M. Reiter, Chairman
Health Professionals, Inc.
515 E. Las Olas Blvd.
Ft. Lauderdale, FL 33301
Re: Joint Venture between Hpi and Biocoral Inc.
-------------------------------------------
Dear Dr. Reiter:
This letter, when countersigned by you, will confirm the intent of
Health Professionals, Inc. (together with all its affiliates, "HPI") to enter
into a joint venture with BioCoral Inc. or its assigns (collectively, "Bio") ,
which joint venture may enter into arrangements with one or more parties
introduced to you (collectively, the "Other Venturers" and individually, an
"Other Venturer"), by Brompton Asset Management S.A. ("Brompton") for joint
development and marketing of certain pharmaceutical and related products and
services, all upon the terms, and subject to the conditions, described below.
Brompton has been in discussions with at least two potential Other Venturers and
has expended significant effort in that context to negotiate potential
arrangements with such potential Other Venturers. This letter represents HPI's
and Bio's current good faith intention to negotiate and enter into a definitive
joint venture agreement ("JV Agreement"), subject to (i) a complete review of
the respective businesses and financial condition; (ii) legal review of title to
assets; and (iii) to negotiation of a definitive JV Agreement in form acceptable
to both HPI and Bio. This letter is not, and is not intended to be, a binding
agreement between Bio and HPI, although it is intended as a binding agreement
between HPI and Brompton. Statements below as to what Bio, HPI, Brompton
<PAGE>
or any Other Venturer will do, agrees to do, or the like, are so expressed for
convenience only, and are understood in all instances to be subject to the
parties' mutual continued willingness to proceed with these transactions pending
completion of due diligence review and related matters.
1. THE VENTURE.
HPI and Bio agree to form a joint venture ("Venture") for purposes
of developing and cross-marketing certain of HPI's products, systems, patents
and related intellectual property rights and know-how. The Venture will be
operated through any business entity format that the parties may agree upon. HPI
and Bio agree to enter into a definitive Shareholder's Agreement, Management
Agreement, Limited or General Partnership Agreement, or any similar document
covering issues of corporate governance ordinarily dealt with in agreements of
similar nature, simultaneously with the execution of the definitive JV Agreement
provided for herein.
2. CONTRIBUTIONS BY PARTIES.
(a) HPI shall contribute the following to the Venture: (i) the
right of the Venture to demand that HPI perform, at any time and in as
expeditious a manner as possible and at HPI's cost without markup, all clinical
trials necessary to apply and present for full US Food and Drug Administration
approval of the commercial exploitation of the Other Venturers' existing and
future products in the United States; and (ii) a right of first refusal on
certain of its patents and other proprietary intellectual property rights to all
its existing and future products, systems and related know-how.
(b) Bio shall contribute to the Venture $2,000,000 in cash.
<PAGE>
(c) It is anticipated that each Other Venturer shall
contribute the following to the Venture a license for US commercial exploitation
of all their respective existing and future patents and products.
3. DEFINITIVE JV AGREEMENT. HPI and Bio mutually agree to proceed in
good faith toward negotiation and execution of the JV Agreement, which shall
provide for the transaction and which shall contain representations, warranties,
conditions, indemnity provisions and offsets , and the like which are typical in
such documents.
4. CONDITIONS PRECEDENT TO CLOSING. This letter agreement is and, to
the extent applicable, the JV Agreement will be, subject to the following
conditions:
(a) A completed due diligence review by each party,
satisfactory to such party and its representatives, accountants and counsel, of
the books, records, business affairs, assets and equipment, among other things,
of the other. Each party agrees to provide the other and their respective
representatives complete access to all their books, records and personnel for
purposes of conducting their investigation;
(b) Negotiation and execution of a definitive JV Agreement on
terms, provisions and conditions mutually acceptable to each of the parties;
(c) Approval of the transaction by the Board of Directors
(and shareholders, if required) of each of the parties, and such other
entities or governmental authorities as may be required;
(d) The occurrence of no material changes in HPI's business,
its operations, capitalization or assets between the date of signing this letter
of intent and the date of closing;
<PAGE>
(e) The identification of Other Venturers willing to provide
licenses on their products on terms mutually acceptable to both Venturers and
obtaining their consent to same.
5. INTERESTS OF THE PARTIES IN THE VENTURE. It is anticipated that,
initially, the interests of the parties in the Venture shall be HPI - 40 % and
Bio - 60 %.
6. COMPENSATION TO BROMPTON.
(a) As compensation for introducing Bio and the Other
Venturers to HPI and for the extensive negotiations performed and to be
performed by Brompton in connection with same, HPI shall pay Brompton a fee of
40,000 shares (the "Shares") of its common stock, $.02 per share, giving effect
to the ten-for-one reverse split of the Company's common stock approved by the
shareholders of the Company on April 19, 1996.
(b) HPI agrees that it will, no later than May 10, 1996, file
or cause to be filed with the Securities and Exchange Commission and the
American Stock Exchange, a Registration Statement on Form S-8 (or similar form),
which Registration Statement shall cover the sale or other disposition by the
undersigned of all the Shares (as directed) and further that HPI shall use its
best efforts to obtain the effectiveness of such Registration Statement as soon
as practicable. HPI shall be required to effect a registration or qualification
pursuant to this subsection (b) on one occasion only. All expenses of any
registration and offering of the Shares pursuant to this paragraph (including,
without limitation, registration fees, qualification fees, fees and
disbursements of HPI's counsel and printing expenses) shall be borne by HPI .
7. EXPENSES. Each party to this letter shall bear its own expenses,
including, without limitation, legal fees and disbursements.
<PAGE>
If the foregoing accurately sets forth the agreement we have reached
regarding the above, please sign below where indicated.
Very truly yours,
BIOCORAL INC.
By: s/ Riccardo Mortara
-----------------------------------
ACCEPTED AND AGREED TO
HEALTH PROFESSIONALS, INC.
By: s/ William Reiter
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William M. Reiter, Chairman
EXHIBIT (5)
Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the
relating to the issuance of shares of securities
pursuant to the Agreements
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
May 20, 1996
Health Professionals, Inc.
515 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration by Health
Professionals, Inc. (the "Company") of 309,000 shares of Common Stock, par value
$.02 per share (the "Common Stock") issued pursuant to certain Stock
Compensation Agreements, Consulting Agreements and other employee-related
arrangements (the "Agreements").
In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Agreements, the
Company's Certificate of Incorporation, By-Laws and corporate minutes provided
to us by the Company. In all such examinations, we have assumed the genuineness
of all signatures on original documents, and the conformity to originals or
certified documents of all copies submitted to us as conformed, photostat or
other copies. In passing upon certain corporate records and documents of the
Company, we have necessarily assumed the correctness and completeness of the
statements made or included therein by the Company and we express no opinion
thereon.
Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock, when issued in accordance with the terms of the Agreements
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/ATLAS, PEARLMAN, TROP & BORKSON, P.A.
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ATLAS, PEARLMAN, TROP & BORKSON, P.A.
EXHIBIT (23.2)
Consent of independent certified public accountants
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT
Health Professionals, Inc.
Fort Lauderdale, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated January
12, 1996, relating to the consolidated financial statements and schedules of
Health Professionals, Inc. appearing in the Company's Annual Report on Form 10-K
for the year ended September 30, 1995.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/
Miami, Florida BDO Seidman, LLP
May 15, 1996
