<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1998.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIMIONE CENTRAL HOLDING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3209241
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
6600 POWERS FERRY ROAD
ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
SIMIONE CENTRAL HOLDINGS, INC.
1997 NONQUALIFIED FORMULA STOCK OPTION PLAN
SIMIONE CENTRAL HOLDINGS, INC.
OMNIBUS EQUITY-BASED INCENTIVE PLAN
SIMIONE CENTRAL HOLDING, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plans)
M. HENRY DAY, JR., ESQ.
GENERAL COUNSEL
SIMIONE CENTRAL HOLDINGS, INC.
6600 POWERS FERRY ROAD
ATLANTA, GEORGIA 30339
(Name and Address of Agent for Service)
(770) 644-6500
(Telephone Number, Including Area Code, of Agent for Service)
COPIES OF COMMUNICATIONS TO:
M. HENRY DAY, JR., ESQ. MARK A. LOEFFLER, ESQ.
GENERAL COUNSEL LINZY O. SCOTT, III, ESQ.
SIMIONE CENTRAL HOLDINGS, INC. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
6600 POWERS FERRY ROAD SIXTEENTH FLOOR
ATLANTA, GEORGIA 30339 191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Aggregate Offering Amount of
To Be Registered(1) Registered Per Share(6) Price(6) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share
............................. 25,000 (2) $ 14.5625 $ 364,063 $ 108
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share.............. 250,000 (3) $ 14.5625 $ 3,640,625 $ 1,074
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share.............. 528,504 (4) $ 14.5625 $ 7,696,340 $ 2,271
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share.............. 425,044 (5) $ 14.5625 $ 6,189,704 $ 1,826
====================================================================================================================================
Total $ 5,279
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, this Registration Statement also covers such indeterminable
number of additional shares as may become issuable to prevent dilution
in the event of stock splits, stock dividends or similar transactions
pursuant to the terms of each plan or non-plan option.
(2) Representing shares to be issued by Registrant in connection with the
Simione Central Holdings, Inc. 1997 Nonqualified Formula Stock Option
Plan.
(3) Representing shares to be issued by Registrant in connection with the
Simione Central Holdings, Inc. Omnibus Equity-based Incentive Plan.
(4) Representing shares to be issued by Registrant in connection with the
Simione Central Holding, Inc. 1996 Stock Option Plan.
(5) Representing shares to be issued by Registrant in connection with
certain individual non-plan stock options.
(6) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act").
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act.
I-1
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (File No. 0-22162);
(2) The Registrant's Current Report on Form 8-K filed with the
Commission on December 31, 1997 (File No. 0-22162);
(3) The Registrant's Current Report on Form 8-K/A filed with the
Commission on March 3, 1998 (File No. 0-22162); and
(4) The description of the Registrant's Common Stock contained on
the Registrant's Registration Statement on Form 8-A as filed
with the Commission on July 23, 1993 pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 0-22162).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 this Registration Statement and to be a part
thereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is organized under the laws of the State of Delaware. The
Delaware General Corporation Law, as amended (the "DGCL"), provides that a
Delaware corporation has the power generally to indemnify its directors,
officers, employees and other agents (each, a "Corporate Agent") against
expenses and liabilities (including amounts paid in settlement) in connection
with any proceeding involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation, if such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, indemnification of a Corporate Agent against expenses is permitted
if such person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation; however, no
indemnification is permitted in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Court of Chancery or the court in which
such proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to such indemnification. To the extent
that a director or officer has been successful on
II-1
<PAGE> 5
the merits of such proceeding, whether or not by or in the right of the
corporation, or in the defense of any claim, issue or matter therein, the
corporation is required to indemnify such director or officer for expenses in
connection therewith pursuant to the DGCL. To the extent that an employee or
agent has been successful on the merits of such proceeding, whether or not by or
in the right of the corporation, or in the defense of any claim, issue or matter
therein, the corporation is only required to indemnify such employee or agent
for expenses in connection therewith if required by the corporation's
certificate of incorporation or bylaws or by a contract or board resolution. The
elimination of statutory mandatory indemnification for employees and agents is,
however, effective only with respect to acts or omissions occurring on or after
July 1, 1997. Expenses incurred by a Corporate Agent in connection with a
proceeding may, under certain circumstances, be paid by the corporation in
advance of the final disposition of the proceeding as the Corporation deems
appropriate. The power to indemnify and advance the expenses under the DGCL does
not exclude other rights to which a Corporate Agent may be entitled under the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
Under the DGCL, a Delaware corporation has the power to purchase and
maintain insurance on behalf of any Corporate Agent against any liabilities
asserted and incurred by him in such capacity, whether or not the corporation
has the power to indemnify him against such liabilities under the DGCL.
As permitted by the DGCL, the Registrant's Certificate of Incorporation,
as amended, and Bylaws, as amended and restated, contain a provision which limit
the personal liability of directors for monetary damages for breach of their
fiduciary duties as directors except to the extent such limitation of liability
is prohibited by the DGCL. In accordance with the DGCL, these provisions do not
limit the liability of any director for any breach of the director's duty of
loyalty to the Registrant or its stockholders; for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; for
certain unlawful payments of dividends or stock repurchases under Section 174 of
the DGCL; or for any transaction from which the director derives an improper
personal benefit. These provisions do not limit the rights of the Registrant or
any stockholder to seek an injunction or any other non-monetary relief in the
event of a breach of a director's fiduciary duty. In addition, these provisions
apply only to claims against a director arising out of his role as a director
and do not relieve a director from liability for violations of statutory law,
such as certain liabilities imposed on a director under the federal securities
laws.
In addition, the Registrant's Bylaws, as amended and restated, provide
for the indemnification of directors and officers for certain fines,
liabilities, costs and expenses incurred by them in connection with the defense
or settlement of claims asserted against them in their capacities as directors
and officers to the fullest extent authorized by the DGCL.
ITEM 8. EXHIBITS.
The following items are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration
</TABLE>
II-2
<PAGE> 6
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
Statement on Form S-4 (Registration Number 33-57150) as
filed with the Commission).
4.2 Amendment to the Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-4
(Registration Number 33-57150) as filed with the
Commission).
4.3 Certificate of Ownership Merging Simione Central
Holdings, Inc. into InfoMed Holdings, Inc. (Incorporated
by reference to Exhibit 3.5 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996 as filed with the Commission).
4.4 Certificate of Amendment of the Certificate of
Incorporation of Simione Central Holdings, Inc., filed
June 30, 1997 with the Secretary of State of the State
of Delaware (Incorporated by reference to Exhibit 3.3 of
the Registrant's Current Report on Form 8-K dated July
8, 1997 as filed with the Commission).
4.5 Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Form S-1
(Registration Number 333-25551) as filed with the
Commission).
4.6 Specimen Stock Certificate of the Registrant
(Incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-1
(Registration Number 333-25551) as filed with the
Commission).
4.7 Registration Rights Agreement dated October 7, 1996 by
and among InfoMed Holdings, Inc., those stockholders of
Simione Central Holdings, Inc. appearing as signatories
to the Registration Rights Agreement, and those
stockholders of InfoMed Holdings, Inc. appearing as
signatories to the Registration Rights Agreement
(Incorporated by reference to Exhibit 10.1 of the
Registrant's Current Report on Form 8-K dated October 8,
1996 as filed with the Commission).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in the signature page in
Part II of the Registration Statement).
99.1 Form of Stock Option Agreement by and between InfoMed
Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
</TABLE>
II-3
<PAGE> 7
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.2 Form of Stock Option Agreement by and between Simione
Central Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
99.3 Form of Stock Option Agreement by and between Simione
Central Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, hereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 5th day of
May, 1998.
SIMIONE CENTRAL HOLDINGS, INC.
By: /s/ James R. Henderson
----------------------
James R. Henderson
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James R. Henderson, Gary W. Rasmussen, Lori
Nadler Siegel and M. Henry Day, Jr., Esq. or any of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-6
<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James R. Henderson Chief Executive Officer, May 5, 1998
- ---------------------------------- President and Director
James R. Henderson (principal executive officer)
/s/ Lori Nadler Siegel Chief Financial Officer May 5, 1998
- ---------------------------------- and Treasurer
Lori Nadler Siegel (principal financial and
accounting officer)
/s/ Gary M. Bremer Chairman of the Board May 5, 1998
- ----------------------------------
Gary M. Bremer
/s/ William J. Simione, Jr. Vice Chairman of the Board May 5, 1998
- ---------------------------------- and Executive Vice President
William J. Simione, Jr.
/s/ Murali Anantharaman Director May 5, 1998
- ----------------------------------
Murali Anantharaman
Director
- ----------------------------------
James A. Gilbert
/s/ Richard D. Jackson Director May 5, 1998
- ----------------------------------
Richard D. Jackson
/s/ Barrett C. O'Donnell Director May 5, 1998
- ----------------------------------
Barrett C. O'Donnell
</TABLE>
II-7
<PAGE> 11
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-4
(Registration Number 33-57150) as filed with the
Commission).
4.2 Amendment to the Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-4
(Registration Number 33-57150) as filed with the
Commission).
4.3 Certificate of Ownership Merging Simione Central Holdings,
Inc. into InfoMed Holdings, Inc. (Incorporated by reference
to Exhibit 3.5 of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 as filed
with the Commission).
4.4 Certificate of Amendment of the Certificate of
Incorporation of Simione Central Holdings, Inc., filed June
30, 1997 with the Secretary of State of the State of
Delaware (Incorporated by reference to Exhibit 3.3 of the
Registrant's Current Report on Form 8-K dated July 9, 1997
as filed with the Commission).
4.5 Amended and Restated Bylaws of the Registrant (Incorporated
by reference to Exhibit 3.3 of the Registrant's
Registration Statement on Form S-1 (Registration Number
333-25551) as filed with the Commission).
4.6 Specimen Stock Certificate of the Registrant (Incorporated
by reference to Exhibit 4.1 of the Registrant's
Registration Statement on Form S-1 (Registration Number
333-25551) as filed with the Commission).
4.7 Registration Rights Agreement dated October 7, 1996 by and
among InfoMed Holdings, Inc., those stockholders of Simione
Central Holdings, Inc. appearing as signatories to the
Registration Rights Agreement, and those stockholders of
InfoMed Holdings, Inc. appearing as signatories to the
Registration Rights Agreement (Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K
dated October 8, 1996 as filed with the Commission).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.
23.1 Consent of Ernst & Young LLP.
</TABLE>
II-8
<PAGE> 12
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
24.1 Power of Attorney (included in the signature page in Part
II of the Registration Statement).
99.1 Form of Stock Option Agreement by and between Infomed
Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
99.2 Form of Stock Option Agreement by and between Simione
Central Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
99.3 Form of Stock Option Agreement by and between Simione
Central Holdings, Inc. and each of certain optionees (with
schedule of parties to the agreement).
</TABLE>
II-9
<PAGE> 1
Exhibit 5.1
May 5, 1998
Simione Central Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Simione Central Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement") of an aggregate of 1,228,548 shares (the
"Shares") of common stock, par value $.001 per share of the Company, to be
offered and sold by the Company pursuant to the Simione Central Holdings, Inc.
1997 Nonqualified Formula Stock Option Plan, the Simione Central Holdings, Inc.
Omnibus Equity-based Incentive Plan, the Simione Central Holding, Inc. 1996
Stock Option Plan and certain individual Stock Option Agreements of varying
dates for certain non-plan options (collectively, the "Employee Benefit Plans"),
which Shares are covered by the Registration Statement.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Employee Benefit Plans as we have deemed
necessary and advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate state,
local and federal officials.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
<PAGE> 2
Simione Central Holdings, Inc.
May 5, 1998
Page two
2. Upon the issuance and delivery of the Shares upon receipt of
lawful consideration therefor pursuant to the Employee Benefit
Plans such Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
Powell, Goldstein, Frazer & Murphy LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. _____) pertaining to the 1997 Nonqualified Formula Stock Option Plan,
the Omnibus Equity-Based Incentive Plan, the 1996 Stock Option Plan and certain
individual non-plan stock options of Simione Central Holdings, Inc. of our
report dated February 23, 1998, with respect to the consolidated financial
statements and schedule of Simione Central Holdings, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1997 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
April 29, 1998
Atlanta, Georgia
<PAGE> 1
EXHIBIT 99.1
THIS STOCK OPTION AGREEMENT, AND ANY SHARES ACQUIRED UPON THE EXERCISE THEREOF,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE, IN RELIANCE ON CERTAIN EXEMPTIONS PROVIDED
THEREUNDER.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of _____________, 199__ (the "Execution Date"), by and between INFOMED
HOLDINGS, INC., a Delaware corporation (the "Corporation"), and the person whose
name appears on the signature page hereof (the "Optionee").
WITNESSETH:
WHEREAS, as of the original date of grant of the Option described
herein, the Optionee was an employee or director of the Corporation or one of
its subsidiaries; and
WHEREAS, on the date set forth opposite the name of the Optionee on the
signature page hereof (the "Effective Date"), the Optionee was granted stock
options but such stock options were not previously evidenced by any formal
written agreement; and
WHEREAS, the Corporation and the Optionee desire to reflect the terms
of the stock options in this Agreement (it being agreed that the provisions of
this Agreement are not intended to constitute a modification of any material
economic terms of such Option).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants contained herein, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of
this Agreement, the Corporation hereby grants, effective as of the Effective
Date, to the Optionee, the right and option (the "Option") to purchase that
number of shares of the Corporation's $.001 par value common stock (the "Common
Stock") set forth in Schedule I to this Agreement (the "Option Shares").
2. EXERCISE PRICE. The purchase price (the "Exercise Price")
for each Option Share shall be the price per share set forth in Schedule I to
this Agreement, subject to adjustment from time to time as hereinafter provided.
3. EXERCISE OF OPTION.
(a) To the extent that the Option has become and
remains exercisable it may be exercised by the Optionee delivering to the
Corporation a written notice of exercise signed by the Optionee, in
substantially the form attached hereto as Exhibit A (a "Notice of Exercise"),
<PAGE> 2
together with a check payable to the Corporation in the amount of the total
Exercise Price for the Option Shares to be purchased pursuant to the Notice of
Exercise.
(b) The Optionee may exercise the Option for less
than the full number of Option Shares with respect to which the Option is
exercisable (the "Available Option Shares"), but no fractional shares of Common
Stock shall be issued. Subject to the other restrictions on exercise set forth
herein, the unexercised portion of the exercisable Option may be exercised at a
later date by the Optionee.
(c) Within thirty (30) days after the exercise of
the Option as herein provided, the Corporation shall deliver to the Optionee a
certificate or certificates for the total Option Shares being purchased, in such
names and denominations as are requested by the Optionee.
(d) Neither the Option nor the Option Shares have
been registered under the Securities Act of 1933, as amended (the "Act"), or
under the securities laws of any state. Unless the issuance of shares of Common
Stock are covered by an effective registration statement at the time the Option
is exercised, each certificate representing Option Shares issued upon the
exercise of the Option shall bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT
UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE CORPORATION HAS
RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT
REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE, PLEDGE OR
TRANSFER.
The Optionee and the Corporation agree to execute such documents and instruments
as counsel for the Corporation reasonably deems necessary to ensure that the
granting of the Option and the issuance of any shares upon the exercise thereof
will be in compliance with applicable federal and state securities laws.
(e) The Corporation covenants and agrees that all Option
Shares which may be issued upon exercise of the Option shall, upon issuance and
payment therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, and free from all liens, claims and encumbrances, except
restrictions imposed by applicable securities laws, the Corporation's Articles
of Incorporation and/or this Agreement. The Corporation shall at all times
reserve and keep available for issuance upon the exercise of the Option such
number of authorized but unissued shares of Common Stock as will be sufficient
to permit the exercise in full of the Option.
- 2 -
<PAGE> 3
4. TERM OF OPTION.
(a) The term of the Option shall commence on the Effective Date
set forth in Schedule I to this Agreement, and shall continue in effect until
the first to occur of the following:
(i) the date on which the Option has been fully exercised
with respect to all of the Option Shares, or
(ii) the date specified as the expiration date of the
Option in Schedule I hereto (the "Expiration Date").
(b) In the event of the Optionee's death, the Option may be
exercised hereunder by the Optionee's personal representative, legatees or heirs
at law, as the case may be, and in the case of the Optionee's mental
incompetence, by his legal guardian, or if none has been appointed, by his duly
authorized attorney-in-fact.
5. NONTRANSFERABILITY. This Agreement, the Option and all rights
hereunder are nontransferable and nonassignable by the Optionee, other than by
the last will and testament of the Optionee or the laws of descent and
distribution, unless the Corporation consents thereto in writing. Any transfer
or attempted transfer except pursuant to the preceding sentence shall be null
and void and of no effect whatsoever.
6. ADJUSTMENTS.
(a) If, prior to the termination of the Option as
provided in Section 4(a) hereof, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event, the
Exercise Price in effect immediately prior to such event shall be
proportionately reduced, and conversely, if the number of outstanding shares of
Common Stock is decreased by a combination or reclassification of shares, or
other similar event, the Exercise Price in effect immediately prior to such
event shall be proportionately increased. Upon each adjustment of the Exercise
Price, the Optionee shall thereafter be entitled to purchase, at the Exercise
Price resulting from such adjustment, the number of shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment, and rounding down to the nearest whole share.
(b) If, prior to the termination of the Option as
provided in Section 4(a) hereof, the Corporation shall effect a merger,
consolidation, exchange of shares, recapitalization, reorganization or other
similar event, or shall sell, transfer or otherwise dispose of all or
substantially all of its property, assets or business, and, pursuant to the
terms of such merger, consolidation, exchange of shares, recapitalization,
reorganization, or disposition of assets, property or business, shares of Common
Stock shall be changed into the same or a different number of shares of the same
or another class or classes of stock or securities of the
- 3 -
<PAGE> 4
Corporation, successor or transferee or an affiliate thereof or cash or other
property or assets, then the Optionee shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions specified
in this Agreement and in lieu of the Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option, such shares of stock
and/or securities, property or cash as may be issued or payable with respect to
or in exchange for the number of Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option had such merger,
consolidation, exchange of shares, recapitalization or reorganization not taken
place, and, in any such case, appropriate provisions shall be made with respect
to the rights and interests of the Optionee to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Exercise
Price and of the number of shares purchasable upon the exercise of the Option)
shall thereafter be applicable, as nearly as may be practicable in relation to
any shares of stock or securities, property or cash thereafter deliverable upon
the exercise hereof. The provisions of this paragraph shall similarly apply to
successive reorganizations, mergers, consolidations or dispositions of assets.
Upon any reorganization, consolidation. merger or transfer hereinabove referred
to, this Agreement and the Option shall continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and other
securities, property, assets and cash receivable upon the exercise of the Option
after the consummation of such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer, as the case may be. The
Corporation shall not effect any such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer unless, prior to the consummation
thereof, the successor corporation (if other than the Corporation) resulting
therefrom or the corporation purchasing such assets shall, by written instrument
executed and mailed to the registered holder hereof at the last address of such
holder appearing on the books of the Company, (i) assume the obligation to
deliver to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
purchase, and (ii) agree to be bound by all the terms of this Agreement.
7. INVESTMENT REPRESENTATION. Unless the issuance of shares of
Common Stock are covered by an effective registration statement at the time the
Option is exercised, as a condition to the issuance of Option Shares hereunder,
the Optionee shall represent to the Corporation that the Option Shares acquired
pursuant to such exercise are being purchased for his or her own account for
investment purposes only and not with a present view to resale or a distribution
thereof, unless the Corporation receives an opinion of counsel acceptable to the
Corporation that such a representation is not required under the Act or any
state securities laws. The Optionee acknowledges that he or she has no right to
require the Corporation or any other person or entity to (a) register under the
Act or any state securities law any shares of Common Stock issued upon exercise
of the Option, or (b) satisfy the conditions of Rule 144 of the Securities and
Exchange Commission or any other rule or provision with respect to the public
sale of such Common Stock.
8. NO EMPLOYMENT RIGHT. Neither this Agreement nor the Option
shall give rise to any entitlement to the Optionee to continue to be employed or
to serve as a director or be compensated for any services by the Corporation or
any of its subsidiaries.
- 4 -
<PAGE> 5
9. NO RIGHTS AS A SHAREHOLDER. The Optionee shall not have any
interest in or shareholder rights with respect to any shares of Common Stock (or
other securities) which are or may become subject to the Option until such
shares (or other securities) have been issued and delivered to the Optionee in
accordance with this Agreement.
10. TAXES. As a condition to the issuance of Option Shares
hereunder, the Corporation may withhold, or require the Optionee to pay or
reimburse the Corporation for, any taxes which the Corporation determines are
required to be withheld under federal, state or local law in connection with the
exercise of the Option
11. HEIRS AND SUCCESSORS. This Agreement and all terms and
conditions hereof shall be binding upon the Corporation and its successors and
assigns, and upon the Optionee and is heirs, legatees and legal representatives.
12. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
13. NOTICES. All notices, requests and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given and received when delivered in person, when delivered by
overnight delivery service, or three (3) business days after being mailed by
registered or certified mail, postage prepaid, return receipt requested, to the
following addresses (or to such other address as one party may from time to time
designate in writing to the other party hereto):
If to the Corporation: Infomed Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Attn: General Counsel
If to the Optionee: At the address set forth in Schedule I
to this Agreement
14. SEVERABILITY. The provisions of this Agreement, and of each
separate section and subsection, are severable, and if any one or more
provisions may be determined to be illegal or otherwise enforceable, in whole or
in part, the remaining provisions, and any unenforceable provisions to the
extent enforceable, shall nevertheless be binding and enforceable.
- 5 -
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
INFOMED HOLDINGS, INC.
By:
-------------------------------------
Chief Executive Officer
OPTIONEE:
By:
-------------------------------------
Name:
-------------------------------
- 6 -
<PAGE> 7
EXHIBIT A
[DATE]
Infomed Holdings, Inc.
Attention: President
Re: Exercise of Stock Option
Dear Sir:
The undersigned, __________________, pursuant to that certain Stock Option
Agreement dated as of ____________________199_, by and between Infomed Holdings,
Inc. and the undersigned (the "Agreement"), hereby exercises the Option granted
under the Agreement for the following number of Option Shares, subject to the
terms and conditions of the Agreement:
Number of Option Shares Being Purchased:
------------
Total Purchase Price and Amount Remitted:
------------
Very truly yours,
-----------------------------------------
[Name]
<PAGE> 8
SCHEDULE I
NAME DATE OF EXPIRES SHARES EXERCISE PRICE CERT.
GRANT NUMBER
<PAGE> 9
SCHEDULE TO EXHIBIT 99.1
Zola Horowitz
Reid Horowitz
Rodger Johnson
James Henderson
Erin Dosdourian
<PAGE> 1
EXHIBIT 99.2
THE STOCK OPTION EVIDENCED BY THIS STOCK OPTION AGREEMENT, AND ANY SHARES
ACQUIRED UPON THE EXERCISE THEREOF, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE,
IN RELIANCE ON CERTAIN EXEMPTIONS PROVIDED THEREUNDER.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of _____________, 1998 (the "Execution Date"), by and between SIMIONE CENTRAL
HOLDINGS, INC., a Delaware corporation (the "Corporation"), and _____________
(the "Optionee").
WITNESSETH:
WHEREAS, as of the original date of grant of the Option (as defined
herein), the Optionee was an employee or director of the Corporation or one of
its subsidiaries;
WHEREAS, the Option was granted on the date set forth opposite the name
of the Optionee in Schedule I of this Agreement (the "Effective Date"), but such
grant was not previously evidenced by any formal executed written agreement; and
WHEREAS, the Corporation and the Optionee desire to reflect the terms
of the Option in this Agreement (it being agreed that the provisions of this
Agreement are not intended to constitute a modification of any material economic
terms of such Option).
In consideration of the premises and the mutual agreements and covenants
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants, effective as of the Effective Date, to
the Optionee, the right and option (the "Option") to purchase that number of
shares of the Corporation's $.001 par value common stock (the "Common Stock")
set forth in Schedule I to this Agreement (the "Option Shares").
2. EXERCISE PRICE. The purchase price (the "Exercise Price") for each
Option Share shall be the price per share set forth in Schedule I to this
Agreement, subject to adjustment from time to time as hereinafter provided.
<PAGE> 2
3. EXERCISE OF OPTION.
(a) To the extent that the Option has become and remains
exercisable it may be exercised by the Optionee delivering to the Corporation a
written notice of exercise signed by the Optionee, in substantially the form
attached hereto as Exhibit A (a "Notice of Exercise"), together with a check
payable to the Corporation in the amount of the total Exercise Price for the
Option Shares to be purchased pursuant to the Notice of Exercise.
(b) The Optionee may exercise the Option for less than the full
number of Option Shares with respect to which the Option is exercisable (the
"Available Option Shares"), but no fractional shares of Common Stock shall be
issued. Subject to the other restrictions on exercise set forth herein, the
unexercised portion of the exercisable Option may be exercised at a later date
by the Optionee.
(c) Within thirty (30) days after the exercise of the Option as
herein provided, the Corporation shall deliver to the Optionee a certificate or
certificates for the total Option Shares being purchased, in such names and
denominations as are requested by the Optionee.
(d) Neither the Option nor the Option Shares have been
registered under the Securities Act of 1933, as amended (the "Act"), or under
the securities laws of any state. Unless the issuance of shares of Common Stock
are covered by an effective registration statement at the time the Option is
exercised, each certificate representing Option Shares issued upon the exercise
of the Option shall bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT
OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE
WITH REGARD THERETO, OR (ii) THE CORPORATION HAS RECEIVED AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR
SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED SALE, PLEDGE OR TRANSFER.
The Optionee and the Corporation agree to execute such documents and instruments
as counsel for the Corporation reasonably deems necessary to ensure that the
granting of the Option and the issuance of any shares upon the exercise thereof
will be in compliance with applicable federal and state securities laws.
(e) The Corporation covenants and agrees that all Option Shares
which may be issued upon exercise of the Option shall, upon issuance and payment
therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, and free from all liens, claims and encumbrances, except
restrictions imposed by applicable securities laws, the Corporation's
<PAGE> 3
Articles of Incorporation and/or this Agreement. The Corporation shall at all
times reserve and keep available for issuance upon the exercise of the Option
such number of authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of the Option.
4. TERM OF OPTION.
(a) The term of the Option shall commence on the Effective Date
set forth in Schedule I to this Agreement, and shall continue in effect until
the first to occur of the following:
(i) the date on which the Option has been fully exercised
with respect to all of the Option Shares, or
(ii) (ii) the date specified as the expiration date of the
Option in Schedule I hereto (the "Expiration Date").
(b) In the event of the Optionee's death, the vested
Option may be exercised hereunder by the Optionee's personal representative,
legatees or heirs at law, as the case may be, and in the case of the Optionee's
mental incompetence, by his legal guardian, or if none has been appointed, by
his duly authorized attorney-in-fact.
5. NONTRANSFERABILITY. This Agreement, the Option and all rights
hereunder are nontransferable and nonassignable by the Optionee, other than by
the last will and testament of the Optionee or the laws of descent and
distribution, unless the Corporation consents thereto in writing. Any transfer
or attempted transfer except pursuant to the preceding sentence shall be null
and void and of no effect whatsoever.
6. ADJUSTMENTS.
(a) If, prior to the termination of the Option as provided in
Section 4(a) hereof, the number of outstanding shares of Common Stock is
increased by a stock split, stock dividend, or other similar event, the Exercise
Price in effect immediately prior to such event shall be proportionately
reduced, and conversely, if the number of outstanding shares of Common Stock is
decreased by a combination or reclassification of shares, or other similar
event, the Exercise Price in effect immediately prior to such event shall be
proportionately increased. Upon each adjustment of the Exercise Price, the
Optionee shall thereafter be entitled to purchase, at the Exercise Price
resulting from such adjustment, the number of shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
shares purchasable pursuant hereto immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such
adjustment, and rounding down to the nearest whole share.
(b) If, prior to the termination of the Option as provided in
Section 4(a) hereof, the Corporation shall effect a merger, consolidation,
exchange of shares, recapitalization,
<PAGE> 4
reorganization or other similar event, or shall sell, transfer or otherwise
dispose of all or substantially all of its property, assets or business, and,
pursuant to the terms of such merger, consolidation, exchange of shares,
recapitalization, reorganization, or disposition of assets, property or
business, shares of Common Stock shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
of the Corporation, successor or transferee or an affiliate thereof or cash or
other property or assets, then the Optionee shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions specified
in this Agreement and in lieu of the Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option, such shares of stock
and/or securities, property or cash as may be issued or payable with respect to
or in exchange for the number of Option Shares immediately theretofore
purchasable and receivable upon the exercise of the Option had such merger,
consolidation, exchange of shares, recapitalization or reorganization not taken
place, and, in any such case, appropriate provisions shall be made with respect
to the rights and interests of the Optionee to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the Exercise
Price and of the number of shares purchasable upon the exercise of the Option)
shall thereafter be applicable, as nearly as may be practicable in relation to
any shares of stock or securities, property or cash thereafter deliverable upon
the exercise hereof. The provisions of this paragraph shall similarly apply to
successive reorganizations, mergers, consolidations or dispositions of assets.
Upon any reorganization, consolidation. merger or transfer hereinabove referred
to, this Agreement and the Option shall continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and other
securities, property, assets and cash receivable upon the exercise of the Option
after the consummation of such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer, as the case may be. The
Corporation shall not effect any such merger, consolidation, exchange of shares,
recapitalization, reorganization or transfer unless, prior to the consummation
thereof, the successor corporation (if other than the Corporation) resulting
therefrom or the corporation purchasing such assets shall, by written instrument
executed and mailed to the registered holder hereof at the last address of such
holder appearing on the books of the Company, (i) assume the obligation to
deliver to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
purchase, and (ii) agree to be bound by all the terms of this Agreement.
7. INVESTMENT REPRESENTATION. Unless the issuance of shares of Common
Stock are covered by an effective registration statement at the time the Option
is exercised, as a condition to the issuance of Option Shares hereunder, the
Optionee shall represent to the Corporation that the Option Shares acquired
pursuant to such exercise are being purchased for his or her own account for
investment purposes only and not with a present view to resale or a distribution
thereof, unless the Corporation receives an opinion of counsel acceptable to the
Corporation that such a representation is not required under the Act or any
state securities laws. The Optionee acknowledges that he or she has no right to
require the Corporation or any other person or entity to (a) register under the
Act or any state securities law any shares of Common Stock issued upon exercise
of the Option, or (b) satisfy the conditions of Rule 144 of the Securities and
Exchange Commission or any other rule or provision with respect to the public
sale of such Common Stock.
<PAGE> 5
8. NO EMPLOYMENT RIGHT. Neither this Agreement nor the Option shall
give rise to any entitlement to the Optionee to continue to be employed or to
serve as a director or be compensated for any services by the Corporation or any
of its subsidiaries.
9. NO RIGHTS AS A SHAREHOLDER. The Optionee shall not have any interest
in or shareholder rights with respect to any shares of Common Stock (or other
securities) which are or may become subject to the Option until such shares (or
other securities) have been issued and delivered to the Optionee in accordance
with this Agreement.
10. TAXES. As a condition to the issuance of Option Shares hereunder,
the Corporation may withhold, or require the Optionee to pay or reimburse the
Corporation for, any taxes which the Corporation determines are required to be
withheld under federal, state or local law in connection with the exercise of
the Option
11. HEIRS AND SUCCESSORS. This Agreement and all terms and conditions
hereof shall be binding upon the Corporation and its successors and assigns, and
upon the Optionee and is heirs, legatees and legal representatives.
12. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Georgia.
13. NOTICES. All notices, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received when delivered in person, when delivered by overnight
delivery service, or three (3) business days after being mailed by registered or
certified mail, postage prepaid, return receipt requested, to the following
addresses (or to such other address as one party may from time to time designate
in writing to the other party hereto):
If to the Corporation: Simione Central Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Attn: General Counsel
If to the Optionee: At such address as is
indicated in the Corporation's records or at
such other address as may be communicated by
the Optionee in writing to the Corporation
14. SEVERABILITY. The provisions of this Agreement, and of each
separate section and subsection, are severable, and if any one or more
provisions may be determined to be illegal or otherwise enforceable, in whole or
in part, the remaining provisions, and any unenforceable provisions to the
extent enforceable, shall nevertheless be binding and enforceable.
<PAGE> 6
IN WITNESS WHEREOF, the Corporation executed this Agreement as of the date
first set forth above.
SIMIONE CENTRAL HOLDINGS, INC.
By:
-------------------------------
Chief Executive Officer
<PAGE> 7
EXHIBIT A
[DATE]
Simione Central Holdings, Inc.
Attention: President
Re: Exercise of Stock Option
Dear Sir:
The undersigned, __________________, pursuant to that certain Stock Option
Agreement dated as of ____________________199_, by and between Simione Central
Holdings, Inc. and the undersigned (the "Agreement"), hereby exercises the
Option granted under the Agreement for the following number of Option Shares,
subject to the terms and conditions of the Agreement:
Number of Option Shares Being Purchased:
-------------
Total Purchase Price and Amount Remitted:
-------------
Very truly yours,
-----------------------------------------
[Name]
<PAGE> 8
SCHEDULE I
<TABLE>
<CAPTION>
NAME DATE OF GRANT EXPIRES SHARES EXERCISE PRICE CERT. NUMBER
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE> 9
SCHEDULE TO EXHIBIT 99.2
Donald Vander Beke
Thomas Williams
Erin Dosdourian
Harold Rappaport
James Gilbert
Fred Neufeld
Marilyn Auwaerter
Kathy Nascimento
<PAGE> 1
Exhibit 99.3
THE STOCK OPTION EVIDENCED BY THIS STOCK OPTION AGREEMENT, AND ANY SHARES
ACQUIRED UPON THE EXERCISE THEREOF, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE,
IN RELIANCE ON CERTAIN EXEMPTIONS PROVIDED THEREUNDER.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into
as of _____________, 1998 (the "Execution Date"), by and between SIMIONE CENTRAL
HOLDINGS, INC., a Delaware corporation (the "Corporation"), and _______________
(the "Optionee").
WITNESSETH:
WHEREAS, as of the original date of grant of the Option (as defined
herein), the Optionee was an employee or director of the Corporation or one of
its subsidiaries;
WHEREAS, the Option was granted on the date set forth opposite the name
of the Optionee in Schedule I of this Agreement (the "Effective Date"), but such
grant was not previously evidenced by any formal executed written agreement; and
WHEREAS, the Corporation and the Optionee desire to reflect the terms
of the Option in this Agreement (it being agreed that the provisions of this
Agreement are not intended to constitute a modification of any material economic
terms of such Option).
In consideration of the premises and the mutual agreements and covenants
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Corporation hereby grants, effective as of the Effective Date, to
the Optionee, the right and option (the "Option") to purchase that number of
shares of the Corporation's $.001 par value common stock (the "Common Stock")
set forth in Schedule I to this Agreement (the "Option Shares").
2. EXERCISE PRICE. The purchase price (the "Exercise Price") for each
Option Share shall be the price per share set forth in Schedule I to this
Agreement, subject to adjustment from time to time as hereinafter provided.
<PAGE> 2
3. EXERCISE OF OPTION.
(a) To the extent that the Option has become vested pursuant to
Schedule I to this Agreement and remains exercisable it may be exercised by the
Optionee delivering to the Corporation a written notice of exercise signed by
the Optionee, in substantially the form attached hereto as Exhibit A (a "Notice
of Exercise"), together with a check payable to the Corporation in the amount of
the total Exercise Price for the Option Shares to be purchased pursuant to the
Notice of Exercise.
(b) The Optionee may exercise the Option for less than the full
number of Option Shares with respect to which the Option is exercisable (the
"Available Option Shares"), but no fractional shares of Common Stock shall be
issued. Subject to the other restrictions on exercise set forth herein, the
unexercised portion of the exercisable Option may be exercised at a later date
by the Optionee.
(c) Within thirty (30) days after the exercise of the Option as
herein provided, the Corporation shall deliver to the Optionee a certificate or
certificates for the total Option Shares being purchased, in such names and
denominations as are requested by the Optionee.
(d) Neither the Option nor the Option Shares have been registered
under the Securities Act of 1933, as amended (the "Act"), or under the
securities laws of any state. Unless the issuance of shares of Common Stock are
covered by an effective registration statement at the time the Option is
exercised, each certificate representing Option Shares issued upon the exercise
of the Option shall bear the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (ii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT REGISTRATION UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED SALE, PLEDGE OR TRANSFER.
The Optionee and the Corporation agree to execute such documents and instruments
as counsel for the Corporation reasonably deems necessary to ensure that the
granting of the Option and the issuance of any shares upon the exercise thereof
will be in compliance with applicable federal and state securities laws.
(e) The Corporation covenants and agrees that all Option Shares
which may be issued upon exercise of the Option shall, upon issuance and payment
therefor, be legally and validly issued and outstanding, fully paid and
nonassessable, and free from all liens, claims and
-2-
<PAGE> 3
encumbrances, except restrictions imposed by applicable securities laws, the
Corporation's Articles of Incorporation and/or this Agreement. The Corporation
shall at all times reserve and keep available for issuance upon the exercise of
the Option such number of authorized but unissued shares of Common Stock as will
be sufficient to permit the exercise in full of the Option.
4. TERM OF OPTION.
(a) The term of the Option shall commence on the Effective Date set
forth in Schedule I to this Agreement, and shall continue in effect until the
first to occur of the following:
(i) the date on which the Option has been fully exercised with
respect to all of the Option Shares, or
(ii) the date specified as the expiration date of the Option in
Schedule I hereto (the "Expiration Date").
(b) In the event of the Optionee's death, the vested Option may be
exercised hereunder by the Optionee's personal representative, legatees or heirs
at law, as the case may be, and in the case of the Optionee's mental
incompetence, by his legal guardian, or if none has been appointed, by his duly
authorized attorney-in-fact.
5. NONTRANSFERABILITY. This Agreement, the Option and all rights
hereunder are nontransferable and nonassignable by the Optionee, other than by
the last will and testament of the Optionee or the laws of descent and
distribution, unless the Corporation consents thereto in writing. Any transfer
or attempted transfer except pursuant to the preceding sentence shall be null
and void and of no effect whatsoever.
6. ADJUSTMENTS.
(a) If, prior to the termination of the Option as provided in Section
4(a) hereof, the number of outstanding shares of Common Stock is increased by a
stock split, stock dividend, or other similar event, the Exercise Price in
effect immediately prior to such event shall be proportionately reduced, and
conversely, if the number of outstanding shares of Common Stock is decreased by
a combination or reclassification of shares, or other similar event, the
Exercise Price in effect immediately prior to such event shall be
proportionately increased. Upon each adjustment of the Exercise Price, the
Optionee shall thereafter be entitled to purchase, at the Exercise Price
resulting from such adjustment, the number of shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
shares purchasable pursuant hereto immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such
adjustment, and rounding down to the nearest whole share.
- 3 -
<PAGE> 4
(b) If, prior to the termination of the Option as provided in Section
4(a) hereof, the Corporation shall effect a merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event, or shall sell,
transfer or otherwise dispose of all or substantially all of its property,
assets or business, and, pursuant to the terms of such merger, consolidation,
exchange of shares, recapitalization, reorganization, or disposition of assets,
property or business, shares of Common Stock shall be changed into the same or a
different number of shares of the same or another class or classes of stock or
securities of the Corporation, successor or transferee or an affiliate thereof
or cash or other property or assets, then the Optionee shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
specified in this Agreement and in lieu of the Option Shares immediately
theretofore purchasable and receivable upon the exercise of the Option, such
shares of stock and/or securities, property or cash as may be issued or payable
with respect to or in exchange for the number of Option Shares immediately
theretofore purchasable and receivable upon the exercise of the Option had such
merger, consolidation, exchange of shares, recapitalization or reorganization
not taken place, and, in any such case, appropriate provisions shall be made
with respect to the rights and interests of the Optionee to the end that the
provisions hereof (including, without limitation, provisions for adjustment of
the Exercise Price and of the number of shares purchasable upon the exercise of
the Option) shall thereafter be applicable, as nearly as may be practicable in
relation to any shares of stock or securities, property or cash thereafter
deliverable upon the exercise hereof. The provisions of this paragraph shall
similarly apply to successive reorganizations, mergers, consolidations or
dispositions of assets. Upon any reorganization, consolidation. merger or
transfer hereinabove referred to, this Agreement and the Option shall continue
in full force and effect and the terms hereof shall be applicable to the shares
of stock and other securities, property, assets and cash receivable upon the
exercise of the Option after the consummation of such merger, consolidation,
exchange of shares, recapitalization, reorganization or transfer, as the case
may be. The Corporation shall not effect any such merger, consolidation,
exchange of shares, recapitalization, reorganization or transfer unless, prior
to the consummation thereof, the successor corporation (if other than the
Corporation) resulting therefrom or the corporation purchasing such assets
shall, by written instrument executed and mailed to the registered holder hereof
at the last address of such holder appearing on the books of the Company, (i)
assume the obligation to deliver to such holder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to purchase, and (ii) agree to be bound by all the terms of this
Agreement.
7. INVESTMENT REPRESENTATION. Unless the issuance of shares of Common
Stock are covered by an effective registration statement at the time the Option
is exercised, as a condition to the issuance of Option Shares hereunder, the
Optionee shall represent to the Corporation that the Option Shares acquired
pursuant to such exercise are being purchased for his or her own account for
investment purposes only and not with a present view to resale or a distribution
thereof, unless the Corporation receives an opinion of counsel acceptable to the
Corporation that such a representation is not required under the Act or any
state securities laws. The Optionee acknowledges that he or she has no right to
require the Corporation or any other person or entity to (a) register under the
Act or any state securities law any shares of Common Stock issued upon exercise
of the Option, or (b) satisfy the conditions of Rule 144 of
- 4 -
<PAGE> 5
the Securities and Exchange Commission or any other rule or provision with
respect to the public sale of such Common Stock.
8. NO EMPLOYMENT RIGHT. Neither this Agreement nor the Option shall give
rise to any entitlement to the Optionee to continue to be employed or to serve
as a director or be compensated for any services by the Corporation or any of
its subsidiaries.
9. NO RIGHTS AS A SHAREHOLDER. The Optionee shall not have any interest in
or shareholder rights with respect to any shares of Common Stock (or other
securities) which are or may become subject to the Option until such shares (or
other securities) have been issued and delivered to the Optionee in accordance
with this Agreement.
10. TAXES. As a condition to the issuance of Option Shares hereunder, the
Corporation may withhold, or require the Optionee to pay or reimburse the
Corporation for, any taxes which the Corporation determines are required to be
withheld under federal, state or local law in connection with the exercise of
the Option
11. HEIRS AND SUCCESSORS. This Agreement and all terms and conditions
hereof shall be binding upon the Corporation and its successors and assigns, and
upon the Optionee and is heirs, legatees and legal representatives.
12. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia.
13. NOTICES. All notices, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given and received when delivered in person, when delivered by overnight
delivery service, or three (3) business days after being mailed by registered or
certified mail, postage prepaid, return receipt requested, to the following
addresses (or to such other address as one party may from time to time designate
in writing to the other party hereto):
If to the Corporation: Simione Central Holdings, Inc.
6600 Powers Ferry Road
Atlanta, Georgia 30339
Attn: General Counsel
If to the Optionee: At such address as is indicated in the
Corporation's records or at such other
address as may be communicated by the
Optionee in writing to the Corporation.
14. SEVERABILITY. The provisions of this Agreement, and of each separate
section and subsection, are severable, and if any one or more provisions may be
determined to be illegal or otherwise enforceable, in whole or in part, the
remaining provisions, and any unenforceable provisions to the extent
enforceable, shall nevertheless be binding and enforceable.
- 5 -
<PAGE> 6
IN WITNESS WHEREOF, the Corporation executed this Agreement as of the date
first set forth above.
SIMIONE CENTRAL HOLDINGS, INC.
By:
------------------------------------
Chief Executive Officer
- 6 -
<PAGE> 7
EXHIBIT A
[DATE]
Simione Central Holdings, Inc.
Attention: President
Re: Exercise of Stock Option
Dear Sir:
The undersigned, __________________, pursuant to that certain Stock Option
Agreement dated as of ____________________199_, by and between Simione Central
Holdings, Inc. and the undersigned (the "Agreement"), hereby exercises the
Option granted under the Agreement for the following number of Option Shares,
subject to the terms and conditions of the Agreement:
Number of Option Shares Being Purchased:
-------------
Total Purchase Price and Amount Remitted:
-------------
Very truly yours,
---------------------------------
[Name]
<PAGE> 8
SCHEDULE I
NAME DATE OF EXPIRES SHARES EXERCISE PRICE CERT.
GRANT NUMBER
The Option shall become vested as to _____________ Option Shares on
each of _______________, ______________, and _________________. Notwithstanding
the foregoing, in the event of a Change in Control before the Option's
expiration, the Option shall thereupon become fully vested and immediately
exercisable.
"Change in Control" means the consummation or occurrence of:
(i) a merger, consolidation, share exchange, combination,
reorganization, or like transaction involving the Corporation
in which the shareholders of the Corporation immediately prior
to such transaction do not own at least fifty percent (50%) of
the value or voting power of the issued and outstanding
capital stock of the Corporation or its successor immediately
after such transaction;
(ii) the sale or transfer (other than as security for the
Corporation's obligations of more than fifty percent (50%) of
the assets of the Corporation in any transaction, a series of
related transactions, or a series of transactions occurring
within a one-year period in which the Corporation, any
corporation controlled by the Corporation, or the shareholders
of the Corporation immediately prior to the transaction do not
own at least fifty percent (50%) of the value or voting power
of the issued and outstanding equity securities of the
acquiror immediately after the transaction;
(iii) the dissolution or liquidation of the Corporation;
(iv) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))(a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of voting securities
of the Corporation where such acquisition causes such person
to own 30% or more of the combined voting power of the then
outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"); provided, however, that for
purposes of this subsection (iv), the following shall not be
deemed to result in a Change in Control:
(A) any acquisition directly from the Corporation;
(B) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the
Corporation or any corporation controlled by the
Corporation; or
(C) any acquisition by a corporation by merger,
consolidation, share exchange, combination,
reorganization, sale, or transfer or like transaction
in which the shareholders of the Corporation
immediately prior to such transaction
<PAGE> 9
own at least fifty percent (50%) of the value or
voting power of the issued and outstanding capital
stock of the Corporation, its successor, or the
acquiror immediately after such transaction and in
which no Person (other than an employee benefit plan
or related trust sponsored or maintained by the
Corporation, any corporation controlled by the
Corporation, or corporation resulting from such
business combination) has beneficial ownership of 30%
or more of the combined voting power of the then
outstanding voting securities of such corporation;
and provided, further, that if any Person's beneficial
ownership of the Outstanding Corporation Voting Securities
reaches or exceeds 30% as a result of a transaction described
in clause (A) above, and such Person subsequently acquires
beneficial ownership of additional voting securities of the
Corporation, such subsequent acquisition shall be treated as
an acquisition that causes such Person to own 30% or more of
the Outstanding Corporation Voting Securities; or
(v) individuals who as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board.
<PAGE> 10
SCHEDULE TO EXHIBIT 99.3
M. Henry Day, Jr.
Eugene Horn
James Gilbert
Richard D. Jackson
