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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
PlanetRx.com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
727049 10 8
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(CUSIP Number)
Thomas M. Boudreau, Esq.
Senior Vice President of Administration,
General Counsel and Secretary
c/o Express Scripts, Inc.
13900 Riverport Drive
Maryland Heights, MO 63043
(314) 770-1666
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with copies to:
Michael J. McLaughlin, Esq.
Senior Vice President and General Counsel
c/o New York Life Insurance Company
51 Madison Avenue
New York, New York 10010
(212) 576-4803
October 13, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
(Continued on following pages)
(Page 1 of 28 Pages)
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 2 of 28 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Express Scripts, Inc. 43-1420563
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- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)___
(b)___
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ____
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
10,369,990 (See Item 5)
--------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
--------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,369,990 (See Item 5)
--------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,369,990 shares of Common Stock (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ____
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 3 of 28 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
YourPharmacy.com, Inc. 43-1842584
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)__
(b)__
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ____
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
10,369,990 (See Item 5)
--------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
--------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,369,990 (See Item 5)
--------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,369,990 shares of Common Stock (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ____
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 4 of 28 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New York Life Insurance Company 13-5582869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)___
(b)___
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ____
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
10,369,990 (See Item 5)
--------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
--------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,369,990 (See Item 5)
--------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,369,990 shares of Common Stock (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ____
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 5 of 31 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NYLIFE LLC 13-4081725
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)____
(b)____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ___
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
10,369,990 (See Item 5)
--------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
--------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,369,990 (See Item 5)
--------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,369,990 shares of Common Stock (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ____
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 6 of 28 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NYLIFE HealthCare Management, Inc. 13-3155670
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)___
(b)___
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ____
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
10,369,990 (See Item 5)
--------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
--------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
10,369,990 (See Item 5)
--------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,369,990 shares of Common Stock (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ___
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 727049 10 8 Schedule 13D Page 7 of 28 Pages
This statement is being filed while the Reporting Persons are in the
process of verifying information required herein from the directors and
executive officers of the Reporting Persons. If the Reporting Persons obtain
information that would cause a change in the information contained in this
statement on Schedule 13D, an amendment to this statement will be filed which
will set forth such change in information.
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Schedule 13D") relates to shares of
Common Stock, par value $0.0001 per share (the "Shares"), of PlanetRx.com, Inc.
("PlanetRx" or the "Company"), a Delaware corporation. The principal executive
offices of PlanetRx are located at 349 Oyster Point Blvd., Suite 201, South San
Francisco, CA 94080.
Item 2. Identity and Background
(a)-(c), (f) The name, state of incorporation and business
address of the persons filing this statement (together, the "Reporting Persons")
are:
(1) Express Scripts, Inc., a Delaware corporation ("ESI") 13900
Riverport Drive, Maryland Heights, MO 63043, U.S.A.
(2) YourPharmacy.com, Inc., a Delaware corporation ("YPC") 13900
Riverport Drive, Maryland Heights, MO 63043, U.S.A.
(3) New York Life Insurance Company, a New York mutual insurance
company ("NYL") 51 Madison Avenue, New York, NY 10010, U.S.A.
(4) NYLIFE LLC, a Delaware limited liability company ("NYLife") 51
Madison Avenue, New York, NY 10010, U.S.A.
(5) NYLIFE HealthCare Management, Inc., a Delaware corporation
("NYLIFE HealthCare") 51 Madison Avenue, New York, NY 10010,
U.S.A.
ESI is headquartered in St. Louis, Missouri, and is the largest
full-service pharmacy benefit management (PBM) company independent of
pharmaceutical manufacturer or drugstore ownership in North America. The Company
coordinates the distribution of outpatient pharmaceuticals through a combination
of benefit management services, including retail drug card programs, mail
pharmacy services, formulary management programs and other clinical management
programs. The Company provides these types of services for clients that include
health maintenance organizations (HMOs), health insurers, third-party
administrators, employers and union-sponsored benefit plans.
The Company's PBM services are provided to approximately 36 million members
enrolled in health plans sponsored by the Company's clients, excluding members
from United HealthCare Group. The Company delivers its PBM services through
networks of more than 52,000 retail pharmacies, representing more than 99
percent of all U.S. retail pharmacies and five Company-owned mail pharmacy
service centers.
YPC is a wholly owned subsidiary of ESI.
NYL, together with its subsidiaries, is one of the largest insurance
companies in the United States measured by assets. NYL and its affiliates offer
life insurance, annuity, and securities products and services such as
institutional and retail mutual funds and 401(k) products, and also provides
institutional asset management and trust services. NYL is the parent of NYLife,
which is the parent of a number of non-insurance subsidiaries, including NYLIFE
HealthCare, which owns all the outstanding shares of class B common stock of
ESI. Holders of Class A common stock of ESI are entitled to one vote for each
share held by them on all matters presented to stockholders. Pursuant to ESI's
certificate of incorporation, the holders of class B common stock have ten votes
per share. As a result of the disproporationate voting rights given to holders
of Class B common stock, NYLIFE HealthCare owns approximately 86.2% of the
combined voting power of ESI's common stock. The address of the principal
business and the principal office of NYL, NYLife and NYLIFE HealthCare is 51
Madison Avenue, New York, New York 10010.
Information relating to the directors and executive officers of the
Reporting Persons is contained in Appendix A attached hereto and is incorporated
herein by reference.
(d) and (e) None of the Reporting Persons, nor, to the best of their
knowledge, any of the persons listed in Appendix A has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which has resulted in
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On October 13, 1999, YPC acquired the Shares of PlanetRx described herein
pursuant to the Asset Contribution and Reorganization Agreement dated as of
August 31, 1999. A copy of the Asset Contribution and Reorganization Agreement,
is attached hereto as Exhibit 1 to this Schedule 13D and is incorporated herein
by reference. A description of the terms and conditions of the agreement is
contained in Item 6 hereof, which description is incorporated herein by
reference.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares for investment purposes and as
part of the strategic relationship described in Item 6. Depending upon their
evaluation of the Company's business and prospects, future developments,
alternative uses of funds, market conditions and other factors that the
Reporting Persons may deem material to their respective investment decisions,
the Reporting Persons may purchase additional securities of PlanetRx in the open
market or in private transactions or otherwise, or may dispose of all or a
portion of the securities of PlanetRx that the Reporting Persons own or
hereafter may acquire. The Reporting Persons reserve the right to exercise any
and all of their respective rights and privileges as securityholders of
PlanetRx. The Reporting Persons, however, have no present plans or proposals
that would relate to or result in an extraordinary corporate transaction such as
a merger, reorganization or liquidation involving PlanetRx or any or its
subsidiaries or a sale or other transfer of a material amount of assets of
PlanetRx or any of its subsidiaries, any material change in the capitalization
or dividend policy of PlanetRx or any other material change in PlanetRx's
corporate structure or business. However, pursuant to the Asset Contribution and
Reorganization Agreement, ESI is designated one member of the Board of Directors
of PlanetRx as long as ESI's percentage beneficial ownership is not less than
5%, and has so designated Barrett Toan. See Item 6, which is incorporated herein
by reference.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Under the definition of "beneficial ownership" as set forth in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting
Persons currently have beneficial ownership of 10,369,990 Shares of PlanetRx.
This amount constitutes approximately 19.9% of the outstanding Shares, based
upon a total of 52,110,503 outstanding Shares as of October 13, 1999, as
represented by PlanetRx to the Reporting Persons on such date.
The Reporting Persons have the sole power to vote and the sole power to
dispose such Shares, provided that YPC has agreed not to sell or dispose of its
shares without the prior written consent of Goldman Sachs & Co. for 180 days
after October 7, 1999 (the "Lock-up Agreement"), as described in Item 6 below. A
copy of the Lock-up Agreement is filed as Exhibit 5 to this Schedule 13D and
incorporated herein by reference. The filing of this Schedule 13D shall not be
construed as an admission that the Reporting Persons are the beneficial owner of
any Shares other than those discussed in this paragraph.
(c) Except as set forth in this Item 5 or Item 4, Item 6 or in Appendix B
attached hereto and incorporated herein by reference, to the best knowledge of
the Reporting Persons, neither the Reporting Persons nor any directors or
executive officers of any of the Reporting Persons and no other person described
in Item 2 hereof have, beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any Shares.
(d) No one else will have the right to receive or the power to direct the
receipt of dividends from the Shares owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Reporting Persons and, to the best knowledge of the Reporting Persons,
the directors and executive officers of the Reporting Persons, do not have any
contract, arrangement, understanding, or relationship (legal or otherwise) with
any person with respect to any securities of the Company other than as indicated
below and elsewhere herein.
Asset Contribution and Reorganization Agreement and Other Agreements
On October 13, 1999, ESI and YPC completed the transactions contemplated by
the Asset Contribution and Reorganization Agreement dated as of August 31, 1999
(the "Contribution Agreement") with the Company, PRX Holdings, Inc.
("Holdings"), and PRX Acquisition Corp. ("Acquisition Sub"). Pursuant to the
Contribution Agreement, YPC contributed certain operating assets constituting
its e-commerce business in prescription and non-prescription drugs and health
and beauty aids to Holdings in exchange for 19.9% of the post-initial public
offering (the "IPO") common equity of Holdings and the Company assumed certain
obligations of YPC. Simultaneously, Acquisition Sub merged into the Company and
shareholders of the Company received stock in Holdings, which changed its name
to "PlanetRx.com Inc." Additionally, PlanetRx assumed options granted to YPC
employees which converted into options to purchase approximately 1.8 million
shares of PlanetRx common stock.
As a result of the transactions, YPC became a 19.9% shareholder in the new
PlanetRx (formerly Holdings), which will conduct business as an internet
pharmacy. PlanetRx filed a registration statement on Form S-1, as amended (No.
333-82485), relating to its IPO. A copy of the Contribution Agreement is filed
as Exhibit 1 to this Schedule 13D and incorporated herein by reference.
Also on August 31, 1999, Express Scripts entered into an Agreement with
PlanetRx pursuant to which Express Scripts has designated PlanetRx as Express
Scripts' exclusive internet pharmacy in the United States for a term of five
years, with a right to participate in the Express Scripts pharmacy network for
ten years. Under the agreement, customers who are covered under an ESI pharmacy
benefit plan will generally be able to fill prescriptions at PlanetRx's website
and will be entitled to receive the benefits of the coverage under the ESI
pharmacy benefit plan. The agreement also provides for various co-operative
marketing activities by Express Scripts and PlanetRx. Pursuant to this
agreement, PlanetRx will make certain payments to Express Scripts annually over
the term of the agreement, with a minimum payment obligation of $11,650,000
annually for five years, plus reimbursement of certain expenses, with a
potential five year extension (subject to certain conditions), plus an
incremental fee based on ESI's members' activity on PlanetRx's website. ESI has
committed to exclusively co-brand and co-market PlanetRx as ESI's online
pharmacy. Co-branding includes but is not limited to placing PlanetRx's name,
logo and other information about PlanetRx on ESI's website and marketing and
sales materials. Co-marketing includes ESI promoting PlanetRx as ESI's online
pharmacy in ESI's marketing and sales activities. The agreement became effective
on October 13, 1999. PlanetRx will also be included in the ESI network as an
authorized pharmacy for a minimum of ten years. The agreement contains customary
termination, default and indemnification provisions. A copy of the Agreement is
filed as Exhibit 2 to this Schedule 13D and incorporated herein by reference.
As part of the relationship, PlanetRx agreed to certain exclusivity
provisions that precludes it from directly or indirectly operating as a pharmacy
benefit manager. PlanetRx also agreed to appoint a designee of ESI to its board
of directors within five business days after October 13, 1999, and agreed to
include the director designated by ESI in the group of nominees that PlanetRx
recommends for election at each meeting of their stockholders to elect directors
as long as ESI's percentage beneficial ownership is not less that 5%. ESI has
designated Barrett A. Toan, who became a director of PlanetRx on October 19,
1999. See Appendix A attached hereto for additional information concerning Mr.
Toan.
Lock-up Agreement
In connection with the IPO, YPC agreed not to dispose of or hedge any of
its common stock or securities convertible into or exchangeable for shares of
common stock for 180 days after October 7, 1999, except with the prior written
consent of Goldman, Sachs & Co. Goldman, Sachs & Co., however, may in its sole
discretion, at any time without notice, release all or any portion of the shares
subject to lock-up agreements. A copy of the Lock-up Agreement is filed as
Exhibit 5 to this Schedule 13D and incorporated herein by reference.
Registration Rights Agreements
Pursuant to the Contribution Agreement, YPC was made a party to an
Investors Rights Agreement (the "Investors' Rights Agreement") dated as of June
3, 1999 between PlanetRx and certain investors of PlanetRx. The Investors'
Rights Agreement, as amended, provides registration rights for certain holders
of common stock of PlanetRx, including YPC. The holders are entitled to demand
that PlanetRx register their shares of PlanetRx common stock under the
Securities Act of 1933, as amended (the "Securities Act"), at any time after six
months after October 7, 1999, the effective date of the IPO of PlanetRx, upon
request from the holders of at least 30% of the registrable securities with an
anticipated aggregate offering price of at least $7.5 million. PlanetRx is not
required to effect more than two such demand registrations. If PlanetRx proposes
to register any of its securities under the Securities Act, either for its own
account or for the account of other securityholders exercising registration
rights, these holders are entitled to certain "piggyback" registration rights,
i.e., notice of that PlanetRx is effecting a registration under the Securities
Act and the right to include their shares therein, subject to certain conditions
and limitations. Further, the holders may require PlanetRx to file additional
registration statements on Form S-3 upon request from the holders of at least
30% of the registrable securities and if the aggregate offering price is at
least $2.0 million. All of these registration rights are subject to conditions
and limitations. These rights will not terminate with respect to YPC until
October 13, 2004. In the event PlanetRx effects another public offering, YPC has
agreed that it will not sell or dispose of any of its Shares for a period
specified by the managing underwriter (not to exceed 180 days), without the
prior written consent of such underwriter, subject to certain conditions and
limitations. A copy of the Investors' Rights Agreement, and the Amendment
thereto, are filed as Exhibit 3 and Exhibit 4, respectively, to this Schedule
13D and incorporated herein by reference.
PlanetRx also agreed to certain additional registration rights provisions
attached as Exhibit B to the Contribution Agreement. Pursuant to these
provisions, PlanetRx agreed, as soon as practicable after the closing of the
transactions contemplated by the Contribution Agreement, to file a registration
statement under the Securities Act covering one-half of the Shares and to use
its best efforts to cause it to become effective within 180 days after such
closing and to keep such registration statement effective until the earlier of
(x) two years after the closing, (y) the sale of all the Shares covered by the
registration statement, and (z) the date on which all the Shares held by YPC may
immediately be sold under Rule 144 under the Securities Act during any 90-day
period. The obligations of PlanetRx are subject to certain conditions and
limitations. PlanetRx has agreed to pay all expenses incurred in connection with
such registration (other than fees and disbursements of separate counsel for
YPC). A copy of the registration rights provisions are filed as Exhibit B to
Exhibit 1 to this Schedule 13D, and incorporated herein by reference.
* * * * *
The summary contained in this Schedule 13D of certain provisions of
such agreements are not intended to be complete and are qualified in their
entirety by reference to the full text of such agreements, copies of which are
incorporated by reference as exhibits hereto and incorporated by reference
herein.
Item 7. Material To Be Filed As Exhibits
Exhibit 1 Asset Contribution and Reorganization Agreement dated August
31, 1999 by and among PlanetRx.com, Inc., PRX Holdings, Inc.,
PRX Acquisition, Corp., YourPharmacy.com, Inc., and Express
Scripts, Inc. (incorporated by reference to the Exhibit No. 2.1
to PlanetRx's Registration Statement on Form S-1, as amended
(Registration Number 333-82485)).
Exhibit 2 Agreement dated August 31, 1999 by and among Express Scripts,
Inc. and PlanetRx.com, Inc. (incorporated by reference
to the Exhibit No. 10.17 to PlanetRx's Registration Statement
on Form S-1, as amended (Registration Number 333-82485)).
Exhibit 3 Amended and Restated Investors' Rights Agreement dated as of
June 3, 1999, (incorporated by reference to the Exhibit No. 4.2
to PlanetRx's Registration Statement on Form S-1, as amended
(Registration Number 333-82485)).
Exhibit 4 Amendment of Amended and Restated Investors' Rights Agreement
dated as of October 13, 1999 by and between
PlanetRx.com, Inc. and YourPharmacy.com, Inc.
Exhibit 5 Lock-up Agreement dated as of October 13, 1999 between
YourPharmacy.com, Inc.and Goldman Sachs & Co.
Exhibit 6 Agreement Regarding Joint Filing and Power of Attorney
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 21, 1999
EXPRESS SCRIPTS, INC.
By: *
------------------------------------------
Name:
Title:
YOURPHARMACY.COM, INC.
By: *
------------------------------------------
Name:
Title:
NEW YORK LIFE INSURANCE COMPANY
By: *
------------------------------------------
Name:
Title:
NYLIFE LLC
By: *
------------------------------------------
Name:
Title:
NYLIFE HEALTHCARE MANAGEMENT, INC.
By: *
--------------------------------------------
Name:
Title:
By: /s/ Keith J. Ebling
--------------------------------
Name: Keith J. Ebling
Title: Authorized Agent and Attorney-in-Fact
under Power of Attorney
filed with this Schedule 13D
<PAGE>
Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
Directors and Executive Officers of Express Scripts, Inc. Set forth below
are the name, current business address, citizenship and the present principal
occupation or employment of each director and executive officer of Express
Scripts, Inc. The principal address of Express Scripts, Inc. and, unless
otherwise indicated below, the current business address for each individual
listed below is 13900 Riverport Drive, Maryland Heights, Missouri 63043, U.S.A.
Unless otherwise indicated, each such person is a citizen of the United States.
Unless otherwise indicated, each occupation set forth opposite the individual's
name refers to employment with Express Scripts, Inc.
Name and Current Present Principal Occupation or Employment
Business Address
TERENCE D. ARNDT Terrence D. Arndt serves as
Senior Vice President of Marketing.
HOWRAD I. ATKINS Howard I. Atkins serves as a
director and the Executive Vice President and
Chief Financial Officer of NYL.
STUART L. BASCOMB Stuart L. Bascomb serves as Executive Vice
President of Sales and Provider Relations.
THOMAS M. BOUDREAU Thomas M. Boudreau serves as Senior Vice President,
General Counsel and Secretary.
JUDITH E. CAMPBELL Judith E. Campbell serves as a director and as
Chief Information Officer of NYL.
ROBERT W. DAVIS Robert W. Davis serves as Senior
Vice President and Chief Information Systems Officer.
MARK O. JOHNSON Mark O. Johnson serves as Senior Vice President of
Integration.
RICHARD M. KERNAN,JR. Richard M. Kernan serves as a director and as the
Executive Vice President and Chief Investment
Officer of NYL.
LINDA L.LOGSDON Linda L. Logsdon serves as Executive Vice President
of Health Management Services.
DAVID A. LOWENBERG David A. Lowenberg serves as Chief Operating Officer.
RICHARD A. NORLING Richard A. Norling serves as a director of ESI and as
the Chief Executive Officer of Premier, Inc.
GEORGE PAZ George Paz serves as Senior Vice
President and Chief Financial Officer.
JOSEPH W. PLUM Joseph W. Plum serves as Vice President and Chief
Accounting Officer.
NATHAN J. SCHULTZ Nathan J. Schultz serves as Senior Vice President
of Pharmaceutical Manufacturer Relations.
FREDERICK J. SIEVERT Frederick J. Sievert serves as a director and as
the Vice Chairman of NYL.
STEPHEN N. STEINIG Stephen N. Steinig serves as a director and as the
Senior Vice President and Chief Actuary of NYL.
SEYMOUR STERNBERG Seymour Sternberg serves as a director and as the
Chairman, President and Chief Executive Officer of
NYL.
BARRETT A. TOAN Barrett A. Toan serves as President, Chief Executive
Officer, and a director.
HOWARD L. WALTMAN Howard L. Waltman serves as Chairman of the Board and
is the retired Chairman and Chief Executive Officer of
Sanus Corp. Health Systems, which was a wholly-owned
subsidiary of NYL and subsequently sold to Aetna US
Healthcare, Inc.
NORMAN ZACHARY Norman Zachary serves as a director and is the retired
President of Logica Data Architechts, Inc. a
consulting and software development company.
<PAGE>
Directors and Executive Officers of YourPharmacy.com, Inc. Set forth
below are the name, current business address, citizenship and the present
principal occupation or employment of each director and executive officer of
YourPharmacy.com, Inc. The principal address of YourPharmacy.com, Inc. and,
unless otherwise indicated below, the current business address for each
individual listed below is 13900 Riverport Drive, Maryland Heights, Missouri
63043, U.S.A. Unless otherwise indicated, each such person is a citizen of the
United States. Unless otherwise indicated, each occupation set forth opposite
the individual's name refers to employment with YourPharmacy.com, Inc.
Name and Current Present Principal Occupation or Employment
Business Address
BARRETT A. TOAN Chairman and President. See the description
of Mr. Toan appearing above.
GEORGE PAZ Vice President. See the description of
Mr. Paz appearing above.
THOMAS M. BOUDREAU Vice President and Secretary. See the
description of Mr. Boudreau appearing above.
Directors and Executive Officers of the New York Life Insurance Company.
Set forth below are the name, current business address, citizenship and the
present principal occupation or employment of each director and executive
officer of New York Life Insurance Company. The principal address of New
York Life Insurance Company and, unless otherwise indicated below, the current
business address for each individual listed below is 51 Madison Avenue, New
York, New York 10010, U.S.A. Unless otherwise indicated, each such person is a
citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with New York Life
Insurance Company.
Name and Current
Business Address Present Principal Occupation or Employment
RAVI AKHOURY Ravi Akhoury serves as an Executive Vice
President. Mr. Akhoury is chairman and
chief executive officer of MacKay Shields
LLC.
BETTY C. ALEWINE Betty C. Alewine serves as a director.
Comstat Corporation Ms. Alewine is president and chief
6560 Rock Spring Drive executive officer of COMSAT Corporation.
Bethesda, MD 20817
HOWARD ATKINS Howard I. Atkins serves as Executive Vice
President and the Chief Financial Officer.
ROBERT M. BAYLIS Robert M. Baylis serves as a director.
Mr. Baylis is a former vice chairman of
CS First Boston, Inc.
GARY G. BENANAV Gary G. Benanav serves as an Executive Vice
President. Mr. Benanav is chairman and
chief executive officer of New York Life
International, Inc.
JAMES L. BROADHEAD James L. Broadhead serves as a director.
FPL Group, Inc. Mr. Broadhead is chairman of the board,
700 Universe Boulevard president and chief executive officer of FPL
(P.O. Box 14000) Group, Inc.
Juno Beach, FL 33408
WILLIAM G. BURNS William G. Burns serves as a director.
Mr. Burns is a former vice chairman of
NYNEX Corporation.
PATRICIA T. CARBINE Patricia T. Carbine serves as a director.
Ms. Carbine is a co-founder and
president of the Ms. Foundation for
Education and Communication, Inc.
JUDITH E. CAMPBELL Judith E. Campbell serves as Senior Vice
President and the Chief Information Officer.
JESSIE M. COLGATE Jessie M. Colgate serves as Senior Vice
President.
KENT B. FOSTER Kent B. Foster serves as a director and is
GTE Corporation is president of GTE Corporation.
600 Hidden Ridge - EO4G29
Irving, TX 75038
CONRAD K. HARPER Conrad K. Harper served as a director.
Simpson Thacher & Bartlett Mr. Harper is a partner in the
425 Lexington Avenue law firm of Simpson Thacher & Bartlett.
New York, NY 10017-3954
SOLOMAN GOLDFINGER Solomon Goldfinger serves as Senior Vice
President.
PHILLIP J. HILDEBRAND Phillip J. Hildebrand serves as Executive
Vice President.
HARRY G. HOHN Harry G. Hohn serves as a director.
Mr. Hohn is a retired chairman of the board
and chief executive officer of New York
Life.
RICHARD M. KERNAN, JR. Richard M. Kernan serves as a
director and is the Executive Vice
President and Chief Investment Officer.
LESLIE G. MCCRAW, JR. Leslie G. McCraw,Jr. serves as a director.
Fluor Corporation Mr. McCraw is a retired chairman and
100 Fluor Daniel Drive chief executive officer of Fluor
Greenville, SC 29607-2762 Corporation.
MICHAEL J. MCLAUGHLIN Michael J. McLaughlin serves as Senior
Vice President and General Counsel.
DAVIDW. MITCHELL David W. Mitchell serves as a director.
Mr. Mitchell is a retired chairman
and chief executive officer of Avon
Products, Inc.
RICHARD R. PIVIROTTO Richard R. Pivirotto serves as a director.
Mr. Pivirotto is a retired chairman of
Associated Dry Goods Corporation.
FREDERICK J. SIEVERT Frederick J. Sievert serves as Vice Chairman
of the Board.
SEYMOUR STERNBERG Seymour Sternberg serves as Chairman of the
Board, President and Chief Executive Officer.
GEORGE J. TRAPP George J. Trapp serves as Executive Vice
President and Secretary.
GARY E. WENDLANDT Gary E. Wendlandt serves as Executive Vice
President.
Directors and Executive Officers of the NYLIFE LLC. Set forth below are the
name, current business address, citizenship and the present principal occupation
or employment of each director and executive officer of NYLIFE LLC. The
principal address of NYLIFE LLC and, unless otherwise indicated below, the
current business address for each individual listed below is 51 Madison Avenue,
New York, New York 10010, U.S.A. Unless otherwise indicated, each such person is
a citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with NYLIFE LLC.
Name and Current
Business Address Present Principal Occupation or Employment
RAVI AKHOURY Ravi Akhoury serves as a Director. See the description
of Mr. Akhoury above.
HOWARD I. ATKINS Howard I. Atkins serves as a Director. See the
description of Mr. Atkins above.
GARY G. BENANAV Gary G. Benanav serves as a Director. See the
description of Mr. Benanav above.
JUDITH E. CAMPBELL Judith E. Campbell serves as a Director. See the
description of Ms. Campbell above.
JESSIE M. COLGATE Jessie M. Colgate serves as a Director. See the
description of Ms. Colgate above.
THOMAS F.FLOURNOY,III Thomas F. Flournoy, III serves as a Director and is a
consultant to NYL.
SOLOMON GOLDFINGER Soloman Goldfinger serves as a Director. See the
description of Mr. Goldfinger above.
PHILLIP J. HILDEBRAND Phillip J. Hildebrand serves as a Director. See the
description of Mr. Hildebrand above.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr. serves as a Director. See the
description of Mr. Kernan above.
MICHAEL J. MCLAUGHLIN Michael J. McLaughlin serves as a Director. See the
description of Mr. McLaughlin above.
FREDERICK J. SIEVERT Frederick J. Sievert serves as a Director. See the
description of Mr. Sievert above.
SEYMOUR STERNBERG Seymour Sternberg serves as a Director and as
President. See the description of Mr. Sternberg above.
GEORGE J. TRAPP George J. Trapp serves as a Director. See the
description of Mr. Trapp above.
JEAN E. HOYSTRADT Jean E. Hoystradt serves as Senior Vice President,
Investments for NYL and NYLife.
MELBOURNE NUNES Melbourne Nunes serves as Senior Vice President, Legal
for NYL and NYLife.
ANNE F. POLLACK Anne F. Pollack serves as Senior Vice
President, Individual Operations for NYL and NYLife.
STEPHEN C. ROUSSIN Stephen C. Roussin serves as Senior Vice
President, Asset Management for NYL and NYLife.
Directors and Executive Officers of the NYLIFE HealthCare Management, Inc.
Set forth below are the name, current business address, citizenship and the
present principal occupation or employment of each director and executive
officer of NYLIFE HealthCare Management, Inc. The principal address of
NYLIFE HealthCare Management, Inc. and, unless otherwise indicated below, the
current business address for each individual listed below is 51 Madison Avenue,
New York, New York 10010, U.S.A. Unless otherwise indicated, each such person is
a citizen of the United States. Unless otherwise indicated, each occupation set
forth opposite the individual's name refers to employment with NYLIFE HealthCare
Management, Inc.
Name and Current
Business Address Present Principal Occupation or Employment
HOWARD I. ATKINS Howard I. Atkins serves as Executive Vice
President. See the description of Mr. Atkins above.
RICHARD M. KERNAN, JR. Richard M. Kernan, Jr. serves as a Director. See
the description of Mr. Kernan above.
STEPHEN N. STEINIG Stephen N. Steinig serves as Executive Vice
President.See the description of Mr. Steinig above.
SEYMOUR STERNBERG Mr.Sternberg serves as a Director and Chairman,
Chief Executive Officer and President. See the
description of Mr. Sternberg above.
<PAGE>
Appendix B
The following transactions were effected by MacKay Shields LLC, an indirect
wholly-owned investment advisory subsidiary of New York Life Insurance Company
and a direct wholly-owned subsidiary of NYLIFE LLC, each of which is a Reporting
Person described in Item 2 hereof, during the past 60 days in shares of Common
Stock, par value $0.0001 per share, of PlanetRx.com, Inc., a Delaware
corporation ("PlanetRx"), for a third party managed account:
- --------------------------------------------------------------------------------
Date Transaction Number of Shares Price Per Share
- --------------------------------------------------------------------------------
10/6/99 Purchase 10,000 $16.0000
10/6/99 Purchase 100 $16.0000
10/7/99 Sale 5,000 $26.8750
10/8/99 Sale 5,100 $25.1875
All purchases were made directly from underwriters in PlanetRx's initial public
offering and all sales were made through brokerage transactions on the NASDAQ.
EXHIBIT 4
AMENDMENT OF
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
THIS AMENDMENT OF AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this
"Amendment") is made and entered into as of October 13, 1999, by and between
PlanetRx.com, Inc., a Delaware corporation (the "Company"), YourPharmacy.com,
Inc., a Delaware corporation ("YPC"), and the investors listed on Schedule A
(the "Investors") to that certain Amended and Restated Investors' Rights
Agreement, dated as of September 3, 1999, by and among the Company and the
Investors (the "Investors' Rights Agreement").
WHEREAS, the Company, YPC PRX Holdings, Inc., PRX Acquisition Corp. and
Express Scripts, Inc. have entered into that certain Asset Contribution and
Reorganization Agreement dated as of August 31, 1999 (the "Asset Contribution
Agreement");
WHEREAS, pursuant to Section 4(h) of the Asset Contribution Agreement, the
Investors' Rights Agreement is to be amended to, among other things, add YPC as
a party; and
WHEREAS, pursuant to section 3.7 of the Investors' Rights Agreement, the
Investors' Rights Agreement may be amended with the written consent of the
Company and the holders of a majority of the Registrable Securities (as defined
in the Investors' Rights Agreement).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. Unless otherwise indicated, words and terms which are
defined in the Merger Agreement shall have the same meaning where used herein.
2. Addition of YPC as a Party. YPC is hereby added as a party to the
Investors' Rights Agreement, including, with out limitation, as a Holder under
Section 1.1(b) thereof, with all corresponding benefits and obligations, and the
Schedule of Investors, attached thereto as Exhibit A, shall be amended to
include YPC.
3. Amendment to Section 1.4. The introductory language to Section 1.4 of
the Investors' Rights Agreement is hereby amended to read in its entirety:
"1.4Form S-3 Registration. In case the Company shall receive from either
(i) the Holders of at least thirty percent (30%) of the Registrable Securities
or (ii) the Holders of Registrable Securities with an anticipated aggregate
offering price of at least $2,000,000 a written request or requests that the
Company effect a registration on Form S-3 (or similar or successor form) and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:"
4. Amendment to Section 1.14. Section 1.14 of the Investors' Rights
Agreement is hereby amended to read in its entirety:
"1.14 Termination of Registration Rights. No Holder shall be entitled to
exercise any right provided for in this Section 1 after three (3) years
following the consummation of the Initial Offering or, as to any Holder, such
earlier time at which all Registrable Securities held by such Holder (and any
affiliate of the Holder with whom such Holder must aggregate its sales under
Rule 144) can be sold in any three (3)-month period without registration in
compliance with Rule 144 of the Act. Notwithstanding the foregoing and solely
with respect to YourPharmacy.com, Inc., the registration rights provided for in
this Section 1 shall not terminate until five (5) years following the
consummation of the Initial Offering.
5. Continued Validity of Investors' Rights Agreement. Except as amended
hereby, the Investors' Rights Agreement shall continue in full force and effect
as originally constituted and is ratified and affirmed by the parties hereto.
6. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of California as applied to agreements among California
residents entered into and to be performed entirely within California.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
COMPANY:
PLANETRX.COM, INC.
By: /s/ William Razzouk
Name: William Razzouk
Title: Chief Executive Officer
YPC:
YOURPHARMACY.COM, INC.
By: /s/ Barrett A. Toan
Name: Barrett A. Toan
Title: Chairman of the Board of Directors
EXHIBIT 5
PlanetRx.com, Inc.
Lock-Up Agreement
October 13, 1999
Goldman, Sachs & Co.
BancBoston Robertson Stephens, Inc.
Hambrecht & Quist LLC
William Blair & Company
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: PlanetRx.com, Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with PlanetRx.com, Inc., a Delaware corporation (the
"Company"), providing for a public offering of the Common Stock of the Company
(the "Shares") pursuant to a Registration Statement on Form S-1 to be filed with
the Securities and Exchange Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final U.S. Prospectus covering the
public offering of the Shares and continuing to and including the date 180 days
after the date of such final Prospectus, the undersigned will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the SEC (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
undersigned's Shares even if such Shares would be disposed of by someone other
than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, or (iii) with
the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters.
For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, if the undersigned is a corporation,
the corporation may transfer the capital stock of the Company to any
wholly-owned subsidiary of such corporation; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding such capital
stock subject to the provisions of this Agreement and there shall be no further
transfer of such capital stock except in accordance with this Agreement, and
provided further that any such transfer shall not involve a disposition for
value. The undersigned now has, and, except as contemplated by clause (i), (ii),
or (iii) above, for the duration of this Lock-Up Agreement will have, good and
marketable title to the Undersigned's Shares, free and clear of all liens,
encumbrances, and claims whatsoever. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of the Undersigned's Shares except in compliance
with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
YourPharmacy.com, Inc
Exact Name of Stockholder
/s/ Barrett A. Toan
Authorized Signature
Barrett A. Toan, Chairman of the Board
Name & Title
EXHIBIT 6
Agreement Regarding Joint Filing
and
Power of Attorney
The undersigned, for good and valuable consideration, hereby agree that
they shall jointly file an acquisition statement under Section 13(d) of the
Securities Exchange Act of 1934, as amended, with respect to the acquisition by
the undersigned of shares of common stock of PlanetRx.com, Inc., a Delaware
corporation, and that they shall cooperate with each other regarding the filing,
and when appropriate, amending of such acquisition statement.
The undersigned hereby appoint Thomas M. Boudreau and Keith J. Ebling,
and each of them (with full power to each of them to act alone), as
attorneys-in-fact and agents, in all capacities, to execute, on their behalf,
and to file with the appropriate issuers, exchanges and regulatory authorities,
this Schedule 13D and any and all amendments to this Schedule 13D and documents
relating thereto required to be filed under the Securities Exchange Act of 1934,
as amended, including exhibits, attachments and amendments thereto. The
undersigned hereby grant to said attorneys-in-fact full authority to do every
act necessary to be done in order to effectuate the same as fully, to all
intents and purposes, as the undersigned could if personally present, thereby
ratifying all that said attorneys-in-fact and agents may lawfully do or cause to
be done by virtue hereof. This power of attorney shall remain in full force and
effect until either revoked in writing by the undersigned.
The undersigned hereby execute this Agreement Regarding Joint Filing
and Power of Attorney as of this 21st day of October, 1999.
EXPRESS SCRIPTS, INC.
By: /s/ Barrett A. Toan
------------------------------------------
Name: Barrett A. Toan
Title: President and Chief Executive Officer
YOURPHARMACY.COM, INC.
By: /s/ Barrett A. Toan
Name: Barrett A. Toan
Title: President and Chairman
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Howard Atkins
Name: Howard Atkins
Title: Executive Vice President and CFO
NYLIFE LLC
By: /s/ Melbourne Nunes
Name: Melbourne Nunes
Title: Senior Vice President-Legal
NYLIFE HEALTHCARE MANAGEMENT, INC.
By: /s/ Howard Atkins
Name: Howard Atkins
Title: Executive Vice President
