<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-19600
-------
CORE, INC.
----------
(Exact name of registrant as specified in its charter)
AMENDMENT NO 1.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1999 on Form 10-K as set forth in the pages attached hereto:
Items 10, 11, 12 and 13. Directors and Executive Officers of
the Registrant; Executive Compensation; Security Ownership of
Certain Beneficial Owners and Management; and Certain
Relationships and Related Transactions, respectively. The
information required by these Items is filed herewith by
amendment pursuant to Rule 12b-15.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CORE, INC.
Date: April 28, 2000 By: /s/ George C. Carpenter IV
------------------------------
George C. Carpenter IV
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
Date: April 28, 2000 By: /s/ William E. Nixon
------------------------------
William E. Nixon
Executive Vice President, Chief
Financial Officer, Treasurer and
Clerk (Principal Financial Officer)
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
directors and executive officers of CORE.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
George C. Carpenter IV 41 Chairman of the Board of Directors and Chief
Executive Officer
Craig C. Horton 45 Director, President, Chief Operating Officer and
General Manager, WorkAbility
William E. Nixon 39 Executive Vice President, Chief Financial Officer,
Treasurer and Clerk
Michael E. Darkoch 56 Senior Vice President, Client Development
R. Gary Dolenga 55 President, SSDC Corp.
James T. Fallon 36 Managing Director, Disability Reinsurance
Management Services, Inc.
Stuart T. Greer 40 General Manager, Peer Review Analysis
Lisa O. Hansen 37 Managing Director, Disability Reinsurance
Management Services, Inc.
Michael D. Lachance 45 Managing Director, Disability Reinsurance
Management Services, Inc.
Leslie Alexandre, Dr.P.H. (1) 42 Director
Stephen C. Caulfield (2) 59 Director
David M. Tourangeau (1) (2) 61 Director
Richard J. Towle (2) 47 Director
</TABLE>
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
The Company's Board of Directors is divided into three classes, each of
whose members serve for staggered three-year terms. The term of the Class I
Directors (presently Dr. Alexandre and Mr. Caulfield) expires in the year 2001;
the term of the Class II Directors (presently Mr. Tourangeau and Mr. Towle)
expires in the year 2002; and the term of the Class III Directors (presently Mr.
Carpenter and Mr. Horton) expires in the year 2000. At each annual meeting of
stockholders, directors are elected for a three-year term to succeed the
directors of the same class whose terms are then expiring.
Executive officers of CORE are elected by the Board of Directors on an
annual basis and serve at the discretion of the Board of Directors.
George C. Carpenter IV was re-elected a Class III Director at the June 1997
Annual Stockholders Meeting, and was elected the Chairman of the Board of
Directors and Chief Executive Officer of CORE effective with CORE's March 24,
1995 merger involving Core Management, Inc. (the "CMI/PRA Merger"). Mr.
Carpenter served as the Chief Executive Officer and a Director of Core
Management, Inc., a Delaware corporation ("CMI") subsequently merged into CORE,
since its formation in 1990. From 1988 to 1990, Mr. Carpenter served as a Vice
President, Operations of The Health Data Institute, Inc., a provider of
utilization review, case management and analytic services and a developer of
related software, a subsidiary of Baxter International, Inc.
Craig C. Horton was re-elected a Class III Director at the June 1997 Annual
Stockholders Meeting and was elected the President and Chief Operating Officer
of CORE on March 30, 1995. Mr. Horton was appointed General Manager, WorkAbility
in October 1999. Mr. Horton served as the President and a Director of CMI from
its formation in 1990, and also served as the acting Chief Financial Officer of
CMI from 1994 to 1995. From 1988 to 1990, Mr. Horton was Vice President,
Operations of The Health Data Institute, Inc., a subsidiary of Baxter
International, Inc.
2
<PAGE>
William E. Nixon is the Executive Vice President, Chief Financial Officer,
Treasurer and Clerk of CORE. Mr. Nixon joined CORE in December 1988 as
Controller. In June 1989, Mr. Nixon became Assistant Treasurer; in September
1990, he was elected Vice President, Finance and Administration; in September
1991, he assumed his position as Treasurer. In December 1993, Mr. Nixon was
elected Chief Financial Officer of CORE. In December 1994, Mr. Nixon was elected
Executive Vice President and in March 1995, he was elected Clerk. Prior to his
employment with CORE, from 1985 to 1988, Mr. Nixon served as a Senior Accountant
at Gray, Gray and Gray, a public accounting firm.
Michael E. Darkoch joined CORE in September 1997 and was elected Senior
Vice President, Client Development in December 1997. Mr. Darkoch came to CORE
from Caremark International, where he held senior management positions,
including Vice President of Corporate Account Management and Vice President of
Business Development. His background includes account management process design
and sales development. Mr. Darkoch has over 24 years of experience in the health
care industry.
R. Gary Dolenga joined CORE in June 1997 upon CORE's acquisition of certain
of the assets of Social Security Disability Consultants and Disability Services,
Inc. (collectively, "SSDC"). SSDC was formed by Mr. Dolenga in 1979. For the 18
years prior to the acquisition of SSDC by CORE, Mr. Dolenga served as the
Managing Director and President of SSDC where he was responsible for the
administration, professional service and sales of the social security disability
benefits advocacy and Medicare coordination of benefits components of SSDC.
James T. Fallon joined CORE with Ms. Hansen and Mr. Lachance in September
1998 upon CORE's acquisition of Disability Reinsurance Management Services, Inc.
("DRMS"). Mr. Fallon was a founder of DRMS and has served as a Managing Director
of DRMS since its establishment in 1993. Previously, from 1985 through 1993, Mr.
Fallon held various sales and marketing management positions with UNUM Life
Insurance Company of America ("UNUM") and UNUM's reinsurance division (later
Duncanson & Holt).
Stuart T. Greer joined CORE as a Manager, Physician Review Services in
November 1994. Mr. Greer has over thirteen years of experience in medical
specialty consultation management and has held several positions with CORE,
including Director, Physician Review Services; Director, Peer Review Analysis;
and Managing Director, Peer Review Analysis. Mr. Greer was appointed General
Manager, Peer Review Analysis in October 1999.
Lisa O. Hansen joined CORE with Mr. Fallon and Mr. Lachance in September
1998 upon CORE's acquisition of DRMS. Ms. Hansen was a founder of DRMS and has
served as a Managing Director of DRMS since its establishment in 1993. Ms.
Hansen began her insurance career in Paul Revere Life Insurance Company's sales
force in 1984, then joined UNUM in 1985 where she held several sales and
marketing management positions within UNUM's reinsurance division (later
Duncanson & Holt.)
Michael D. Lachance joined CORE with Mr. Fallon and Ms. Hansen in September
1998 upon CORE's acquisition of DRMS. Mr. Lachance was a founder of DRMS and has
served as a Managing Director of DRMS since its establishment in 1993. In 1983,
Mr. Lachance joined UNUM where he spent over eleven years in a variety of
Individual Disability and Group Reinsurance management positions. Mr. Lachance
earned his Fellow Society of Actuaries ("FSA") designation in 1986.
Leslie Alexandre, Dr.P.H. has been a Director of CORE since 1995, and was
re-elected a Class I Director by CORE's stockholders in July 1998. Dr. Alexandre
served as a Director of CMI from 1993 until 1995. Dr. Alexandre has been
employed by the National Institutes of Health, Bethesda, Maryland, since June
1999. From August 1998 to May 1999, Dr. Alexandre was an independent health care
consultant. From 1995 to July 1998, Dr. Alexandre was Vice President, Corporate
Affairs and Marketing for Oncormed, Inc., a genomics services company. From 1992
to 1995, Dr. Alexandre was employed as Government Affairs Representative, Health
Policy for EDS, Inc., an information technology company. Prior to joining EDS in
1992, Dr. Alexandre was Senior Health Legislative Assistant for United States
Senator David Durenberger. From January 1990 until the death of U.S. Senator
John Heinz in April 1991, she served as Professional Staff on the Senate Special
Committee on Aging. Prior to 1990, Dr. Alexandre was an independent health care
consultant.
3
<PAGE>
Stephen C. Caulfield has been a Director since 1994, and was re-elected a
Class I Director by CORE's stockholders in July 1998. Mr. Caulfield is Chairman
of The Chickering Group, a student health insurance company, where he has been
employed since February 1997. Prior to this position, Mr. Caulfield was a
Worldwide Partner of William M. Mercer, Incorporated, a management consulting
firm, where he had specialized in health care issues since 1987. Mr. Caulfield
has more than 30 years of experience in the health care field, having previously
been employed as a faculty member and Assistant Dean of the Albert Einstein
College of Medicine in New York, as the Director of Health Affairs and Regional
Operations for the United Mine Workers Multi-Employer Trust, and as the
President and Chief Executive Officer of Government Research Corporation, a
consulting firm previously located in Washington, D.C. (subsequently acquired by
Hill and Knowlton).
David M. Tourangeau was appointed a Class II Director in September 1998 and
was re-elected to this position by CORE's stockholders in July 1999. Mr.
Tourangeau is retired from UNUM Corporation, where he served as an executive for
over 28 years, providing leadership as the Chief Investment Officer, and
subsequently as Senior Vice President of Group Pension and Senior Vice President
of Reinsurance Operations. Active in many non-profit organizations, Mr.
Tourangeau currently serves on the executive committee and board of directors of
Sweetser Children's Services.
Richard J. Towle was appointed a Class II Director in September 1998 and
was re-elected to this position by CORE's stockholders in July 1999. Mr.
Towle is Senior Vice President of Boston University and serves as Chief
Business Officer for the Boston University Medical Center, including
operational management of Financial and Business Affairs, Facilities
Management and Information Technology. Mr. Towle also oversees the operations
of several University-wide departments, including the offices of Risk
Management, Personnel, Equal Opportunity, Family Resources, Campus Planning
and Student Health Services. Mr. Towle is a member of both the National
Association of College and University Business Officers and the Greater
Boston Chamber of Commerce Development and Transportation Committee.
4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth information for 1999, 1998 and 1997
concerning the compensation paid or accrued by CORE and its subsidiaries to the
chief executive officer and certain other executive officers whose aggregate
salary and bonus exceeded $100,000 in the most recent fiscal year (the "Named
Executive Officers"). Although only principal capacities are listed, the
compensation figures include all compensation received in any capacity, for
services rendered during the fiscal years indicated.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
---------------------------------------------------------- ------------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Options (#) Compensation($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George C. Carpenter IV 1999 223,775 2,500(1)
Chairman of the Board of 1998 184,834 25,000 2,465(1)
Directors and Chief Executive 1997 179,146 50,000 2,375(1)
Officer
Craig C. Horton 1999 213,859 2,017(1)
Director, President and Chief 1998 174,833 25,000
Operating Officer 1997 169,127 50,000
William E. Nixon 1999 190,765 20,769
Executive Vice President, Chief 1998 147,486 20,600 20,000
Financial Officer, and Treasurer 1997 143,127 25,000
James T. Fallon 1999 200,003 6,667 4,800(1)
Managing Director, DRMS 240(2)
9,218(3)
1998 66,614(4) 930(1)
262(2)
Lisa O. Hansen 1999 200,003 6,667 4,800(1)
Managing Director, DRMS 240(2)
9,218(3)
1998 66,614(4) 930(1)
262(2)
Michael D. Lachance 1999 200,003 6,667 4,800(1)
Managing Director, DRMS 532(2)
9,218(3)
1998 66,614(4) 871(1)
408(2)
</TABLE>
(1) Amount represents employer matching contributions made to CORE'S 401(k)
plans on behalf of the named executive officer.
(2) Amount represents payments for life insurance premiums made on behalf of
the named executive officer.
(3) Amount represents imputed interest paid to the named executive officer.
(4) Mr. Fallon, Ms. Hansen and Mr. Lachance, the founders of DRMS, joined CORE
in September 1998 upon CORE's acquisition of DRMS. See Item 13, "Certain
Relationships and Related Transactions."
5
<PAGE>
The following two stock option tables summarize option grants and
exercises during 1999 for the Named Executive Officers, and the values of
options granted during 1999 and held by such persons at December 31, 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------ Potential Realizable Value
% of Total at Assumed Annual Rates
Number of Options of Stock Price Appreciation
Securities Underlying Granted to Exercise For Option Term (2)
Options Employees in Price Expiration ---------------------------
Name Granted (#) Fiscal Year (1) ($/sh) Date 5% ($) 10% ($)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James T. Fallon 6,667 1.12% $8.063 4/20/2004 $14,852 $32,819
Lisa O. Hansen 6,667 1.12% $8.063 4/20/2004 $14,852 $32,819
Michael D. Lachance 6,667 1.12% $8.063 4/20/2004 $14,852 $32,819
</TABLE>
(1) The Company granted a total of 596,683 options to its employees and
consultants in 1999.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. These assumptions are not intended to forecast
future appreciation of CORE's stock price. The potential realizable value
computation does not take into account federal or state income tax
consequences of option exercises or sales of appreciated stock. This table
does not take into account any appreciation in the price of the Common
Stock to date.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
The following table presents information regarding options exercised in
1999 and the value of options outstanding at December 31, 1999 for each of the
Named Executive Officers:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at Year End (#) Year-End ($)(1)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George C. Carpenter IV 95,000 $558,125 80,000/45,000 $156,500/$67,825
Craig C. Horton 95,000 $611,610 80,000/45,000 $156,500/$67,825
William E. Nixon 5,750 $29,095 88,200/26,800 $378,032/$43,658
James T. Fallon 0 N/A 1,333/5,334 $2,000/$8,001
Lisa O. Hansen 0 N/A 1,333/5,334 $2,000/$8,001
Michael D. Lachance 0 N/A 1,333/5,334 $2,000/$8,001
</TABLE>
(1) Based upon the closing price of $9.563 per share for CORE's Common Stock as
quoted by the Nasdaq National Market on December 31, 1999.
6
<PAGE>
COMPENSATION OF NON-EMPLOYEE DIRECTORS
In March 1998, CORE granted each non-employee director options for the
purchase of up to 36,000 shares of CORE's common stock at the then fair market
exercise price of $13.75 per share. The options vest quarterly, subject to
continued service as a Director, through the year 2000. Accordingly, 12,000
options vested in 1999 to each of the non-employee directors for their 1999
services.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
George C. Carpenter, IV, Craig C. Horton and William E. Nixon each entered
into an employment agreement with CORE, effective July 1999. Each employment
agreement has an initial term through December 31, 2000 and is automatically
renewed on an annual basis unless written notice of intent not to renew is
delivered by either party thirty (30) days prior to the scheduled end of the
initial or subsequent term. Pursuant to the agreements, Mr. Carpenter is
entitled to an annual base salary of not less than $220,000, Mr. Horton is
entitled to a base annual salary of not less than $210,000 and Mr. Nixon is
entitled to an annual base salary of not less than $180,000. Mr. Carpenter, Mr.
Horton and Mr. Nixon are each entitled to receive compensation and fringe
benefits for a period of 12 months if their employment is terminated without
cause by CORE, and for a period of eighteen (18) months if their employment is
terminated without cause within twelve (12) months of a change in control of
CORE (as described in the employment agreements).
In connection with the acquisition of DRMS, James T. Fallon, Lisa O. Hansen
and Michael D. Lachance each entered into an employment agreement with DRMS
providing for a base annual salary of no less than $195,950 through September
30, 2000 (subject to extension through September 30, 2001 at the election of the
executive).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1999, the Compensation Committee of the Board of Directors consisted of
Leslie Alexandre, Richard Egdahl and David Tourangeau for the period January 1,
1998 through July 16, 1999 and Leslie Alexandre and David Tourangeau beginning
July 17, 1999. None of our executive officers serves as a member of the Board of
Directors or compensation committee of any entity that has one or more of its
executive officers serving as a member of our Board of Directors or Compensation
Committee.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of March 28, 2000, regarding
the beneficial ownership of CORE's Common Stock by (i) each person who is known
by CORE to own beneficially more than five percent (5%) of CORE's Common Stock;
(ii) each director of CORE; (iii) each Named Executive Officer of CORE
identified in the Summary Compensation Table set forth herein; and (iv) all
directors and executive officers of CORE as a group. Unless otherwise indicated,
the address of the persons listed below is in care of CORE, INC., 18881 Von
Karman Avenue, Irvine, California 92612.
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned (1) Owned
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Credit Suisse Asset Management, LLC
153 East 53rd Street
New York, New York 10022 1,417,500 (2) 16.9%
John Pappajohn
c/o Equity Dynamics
2116 Financial Center
Des Moines, IA 50309 474,269 (3) 5.7%
George C. Carpenter, IV 443,556 (4) 5.2%
Craig C. Horton 386,218 (5) 4.5%
Stephen C. Caulfield 136,776 (6) 1.6%
James T. Fallon 136,267 (7) 1.6%
Lisa O. Hansen 136,267 (8) 1.6%
Michael D. Lachance 136,267 (9) 1.6%
William E. Nixon 90,941 (10) 1.1%
Leslie Alexandre 84,575 (11) 1.0%
David M. Tourangeau 37,000 (12) *
Richard J. Towle 36,000 (13) *
All directors and executive officers as a group (13 individuals) 1,976,916 (14) 21.5%
</TABLE>
* Less than one percent.
(1) Except as otherwise indicated, represents sole voting and investment power.
(2) Based on Schedule 13G/A, dated February 16, 2000.
(3) Includes 70,200 shares owned by Mr. Pappajohn's wife, 40,200 shares owned
by an entity owned by Mr. Pappajohn's wife (Mr. Pappajohn disclaims
beneficial ownership of such 110,400 shares); also 49,000 shares issuable
to Mr. Pappajohn pursuant to options, all of which are fully vested.
(4) Includes 318,556 shares held jointly by Mr. Carpenter and his wife and
125,000 shares issuable to Mr. Carpenter pursuant to options (35,000 of
which remain subject to future vesting).
(5) Includes 1,000 shares held by Mr. Horton as custodian for Mr. Horton's son
and 125,000 shares issuable to Mr. Horton pursuant to options (35,000 of
which remain subject to future vesting).
(6) Includes 15,000 shares owned by Mr. Caulfield's wife and 76,000 shares
issuable to Mr. Caulfield pursuant to options (9,000 of which remain
subject to future vesting).
(7) Includes 6,667 shares issuable to Mr. Fallon pursuant to options (5,334 of
which remain subject to future vesting). Excludes 101,250 shares issued on
April 1, 2000 pursuant to the Agreement and Amendment to Capital Stock
Purchase Agreement. See Item 13, "Certain Relationships and Related
Transactions."
(8) Includes 6,667 shares issuable to Ms. Hansen pursuant to options (5,334 of
which remain subject to future vesting). Excludes 101,250 shares issued on
April 1, 2000 pursuant to the Agreement and Amendment to Capital Stock
Purchase Agreement. See Item 13, "Certain Relationships and Related
Transactions."
8
<PAGE>
(9) Includes 6,667 shares issuable to Mr. Lachance pursuant to options (5,334
of which remain subject to future vesting). Excludes 101,250 shares issued
on April 1, 2000 pursuant to the Agreement and Amendment to Capital Stock
Purchase Agreement. See Item 13, "Certain Relationships and Related
Transactions."
(10) Includes 21,941 shares held jointly by Mr. Nixon and his wife and 69,000
shares issuable to Mr. Nixon pursuant to options (22,000 of which remain
subject to future vesting).
(11) Includes 65,075 shares issuable to Dr. Alexandre pursuant to options (9,000
of which remain subject to future vesting).
(12) Includes 36,000 shares issuable to Mr. Tourangeau pursuant to options
(15,000 of which remain subject to future vesting).
(13) Includes 36,000 shares issuable to Mr. Towle pursuant to options (15,000 of
which remain subject to future vesting).
(14) Includes 799,027 shares issuable pursuant to options (196,647 of which
remain subject to future vesting).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On September 1, 1998, CORE acquired all the shares of stock of
Disability Reinsurance Management Services, Inc. ("DRMS"), pursuant to a Capital
Stock Purchase Agreement dated as of August 31, 1998 (the "Stock Purchase
Agreement"). Pursuant to the Stock Purchase Agreement, all the shares of DRMS
stock were acquired in exchange for CORE's cash payment of $20 million, the
issuance of 480,000 shares of CORE common stock and the future issuance of up to
an additional 375,000 shares of CORE common stock, based upon the future
performance of DRMS. Effective April 1, 2000, CORE and DRMS entered into an
Agreement and Amendment to Capital Stock Purchase Agreement (the "Agreement and
Amendment") with James T. Fallon, Lisa O. Hansen, Michael D. Lachance, David C.
Mitchell and David K. Rich (collectively, the "former stockholders of DRMS")
whereby CORE agreed to make full payment of the additional consideration of
375,000 shares of CORE common stock. Pursuant to this Agreement and Amendment,
effective April 1, 2000 Mr. Fallon, Ms. Hansen and Mr. Lachance each received
101,250 shares of CORE common stock, representing each of their 27% interests as
former stockholders of DRMS.
In 1996, at the request of CORE, Mr. Nixon, Executive Vice
President, Chief Financial Officer and Treasurer relocated his principal
residence to California. In connection with this requested relocation, CORE
loaned Mr. Nixon approximately $80,000 for the purpose of enabling him to
relocate and purchase a home. As of March 31, 2000, the loan balance is
approximately $35,000. The loan bears interest at the lowest rate required to
avoid the imputation of interest.
9
