UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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Medicus Systems Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
584970 10 7
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(CUSIP Number)
J. Craig Walker, Bell, Boyd & Lloyd,
70 West Madison Street, Suite 3300, Chicago, Illinois 60602-4207
(312) 372-1121
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 9, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with this statement . (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. The information required in the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
13D
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CUSIP No. 584970 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Jelinek
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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
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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
United States of America
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7 SOLE VOTING POWER 240,000 Shares
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8 SHARED VOTING POWER 180,000 Shares
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9 SOLE DISPOSITIVE POWER 240,000 Shares
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10 SHARED DISPOSITIVE POWER 180,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 420,000 Shares
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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 7.1%
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14 TYPE OF REPORTING PERSON* IN
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This Amendment No. 4 relates to the Statement on Schedule 13D originally filed
by Richard C. Jelinek on March 11, 1996, with respect to the common stock of
Medicus Systems Corporation, as amended by Amendment No. 1, Amendment No. 2, and
Amendment No. 3 thereto (as amended, the "Statement"). Capitalized terms not
otherwise defined in this Amendment shall have the meaning given to them in the
Statement.
ITEM 4. Purpose of Transaction
The shares of Common Stock reported in this Amendment No. 4 are held for
investment purposes.
Richard C. Jelinek ("Mr. Jelinek") and the Richard C. Jelinek Charitable
Remainder Unitrust dated August 3, 1993 (the "Trust"), of which Mr. Jelinek is a
beneficiary, hold warrants to purchase an aggregate of 400,000 shares of common
stock, par value $.01 per share ("Common Stock") of Medicus Systems Corporation,
a Delaware corporation (the "Company") at a price of $8.00 per share, which are
exercisable any time before March 2002.
On November 9, 1997, the Company and QuadraMed Corporation, a Delaware
corporation, ("QuadraMed") entered into an Agreement and Plan of Reorganization
(the "Merger Agreement"), whereby the Company and a wholly-owned subsidiary of
QuadraMed ("Merger Sub") will be combined into a single entity through the
statutory merger of Merger Sub with and into the Company (the "Merger").
Pursuant to the terms of the Merger Agreement, each outstanding share of Company
Common Stock will be converted into the right to receive either (i) $7.50 in
cash without interest (the "Cash Consideration"), (ii) .3125 shares of common
stock, par value $.01 per share, of QuadraMed ("QuadraMed Common Stock"),
subject to certain price adjustments and limitations contained in the Merger
Agreement; or (iii) a combination of Cash Consideration and QuadraMed Common
Stock.
In connection with the Merger Agreement, Mr. Jelinek and his wife have
entered into Stock Purchase Agreements (the "Stock Purchase Agreements") with
QuadraMed pursuant to which QuadraMed will acquire, for a purchase price of
$7.50 per share, in cash, all of the shares of Company Common Stock currently
owned by them. Mr. Jelinek and his wife have granted to QuadraMed proxies (the
"Proxies") to vote their shares, and will also receive warrants to purchase a
number of shares ("Warrant Shares") of QuadraMed Common Stock equal to the
product of (x) the number of Medicus shares sold by such Selling Stockholders
multiplied by (y) .3125, subject to certain adjustments and limitations. The
exercise price of the Warrant Shares shall be $24.00 per share (such exercise
price being the closing price of QuadraMed Common Stock on Friday, November 7,
1997), and the Warrant Shares will be exercisable at the effective time of the
Merger. Mr. Jelinek has also granted QuadraMed a proxy with respect to any
shares of Common Stock he may acquire upon exercise of the warrants he currently
holds covering 220,000 shares of Common Stock.
Other than as described above, Mr. Jelinek has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although he reserves the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer
Mr. Jelinek currently beneficially owns: (i) indirectly through the
Trust a warrant to purchase 180,000 shares of Common Stock and (ii) directly (a)
a warrant to purchase 220,000 shares of Common Stock and (b) options to purchase
20,000 shares of Common Stock under the Company's Directors' Stock Option Plans,
which are or may become exercisable within 60 days of the date hereof (including
options covering 5,000 shares to be received at the time of the Company's next
Annual Meeting of Stockholders on November 17, 1997). The shares of Common Stock
which may be deemed to be beneficially owned by the Trust represent
approximately 3.2% of the outstanding Common Stock as of November 9, 1997.
Including the aggregate of 180,000 shares of Common Stock which may be deemed to
be beneficially owned by the Trust, Mr. Jelinek may be deemed to beneficially
own 7.1% of the outstanding Common Stock as of November 9, 1997. The percentage
calculation set forth in the preceding sentence is based on 5,522,771 shares of
Common Stock outstanding as of November 9, 1997.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
See the description of the Merger Agreement, the Stock Purchase Agreements, and
the Proxies set forth in the above Item 4.
Other than the agreements described in Item 4, which descriptions are
incorporated herein by reference, and agreements previously described in the
Statement, Mr. Jelinek does not have any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. Material to Be Filed as Exhibits
Exhibit No. Description
1 Letter dated April 26, 1996 from Richard C.
Jelinek to Patrick C. Sommers
2 Voting Preferred Stock Option Certificate
3 Stock Purchase and Warrant Agreement dated
as of January 2, 1997 between Richard C.
Jelinek and Medicus Systems Corporation
4 Stock Purchase and Warrant Agreement dated
as of January 2, 1997 between the Richard C.
Jelinek Charitable Remainder Unitrust and
Medicus Systems Corporation
5 Restated Stock Purchase and Warrant
Agreement dated as of March 14, 1997
between Richard C. Jelinek and Medicus
Systems Corporation
6 Restated Stock Purchase and Warrant
Agreement dated as of March 14, 1997
between the Richard C. Jelinek Charitable
Reminder Unitrust and Medicus Systems
Corporation
7 Stock Purchase Agreement dated November
9, 1997 between Richard C. Jelinek and
Medicus Systems Corporation
8 Irrevocable Proxies dated November 9, 1997
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*Previously filed
Signatures
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: November 9, 1997
/s/ Richard C. Jelinek
Richard C. Jelinek
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of
the 10th day of November, 1997, by and between QuadraMed Corporation, a Delaware
corporation (the "Purchaser"), and the seller indicated on the signature page
hereto (the "Seller"), which Seller is a stockholder of Medicus Systems
Corporation ("Medicus").
WHEREAS, the Purchaser and Medicus expect to enter into a
Merger Agreement simultaneously with the execution of this Agreement (the
"Merger Agreement") pursuant to which Medicus would be acquired by Purchaser
through a merger (the "Merger") of a wholly owned subsidiary of the Purchaser
into Medicus, and Medicus would become a wholly owned subsidiary of the
Purchaser; and
WHEREAS, Purchaser has offered to Seller and certain other
stockholders of Medicus to purchase their shares of Medicus common stock, par
value $.01 per share (the "Medicus Common Stock"), prior to the Merger on the
terms and conditions set forth herein; and
WHEREAS, Seller has agreed to sell shares of Medicus Common
Stock to Purchaser on the terms and conditions hereof.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Medicus Common Stock.
1.1 Sale of Medicus Common Stock.
(a) Subject to the terms and conditions of this Agreement, the Purchaser agrees
to purchase at the Closing and the Seller agrees to sell to the Purchaser at the
Closing an amount of shares (as indicated on the signature page hereto) of
Medicus Common Stock (the "Shares") for the aggregate Purchase Price set forth
in Section 1.1(b) below.
(b) The purchase price to be paid for each Share to be sold hereunder (the
"Purchase Price") shall be $7.50, in cash, without interest (the "Cash
Consideration"), together with a warrant (the "Warrant"), in the form attached
hereto as Appendix A, entitling Seller to acquire .3125 shares of QuadraMed
Common Stock for each share of Medicus Common Stock sold hereunder, on the terms
and conditions set forth therein.
(c) At the Closing (as defined below), the Seller shall deliver or cause to be
delivered to the Purchaser a certificate or certificates representing the Shares
(duly endorsed for transfer or accompanied by an executed stock power, medallion
guaranteed) which the Purchaser is purchasing against delivery to the Seller of
the aggregate Purchase Price for the Shares.
1.2 Closing. The purchase and sale of the Shares under Article 1.1 (the
"Closing") shall take place at 12:00 p.m. Chicago time on November 10, 1997 at
the offices of Bell, Boyd & Lloyd, Three First National Plaza, 70 West Madison
Street, Suite 3300, Chicago, Illinois 60602-4207, or as soon as possible as the
Seller, using Seller's best efforts, is able to deliver or cause to be delivered
to Purchaser a certificate or certificates representing the Shares as required
by Section 1.1(c) hereof.
2. Representations and Warranties of the Purchaser. The Purchaser represents and
warrants to the Seller as follows:
2.1 Organization, Standing and Power. Each of the Purchaser and its subsidiaries
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization. Each of Purchaser and its subsidiaries
has the corporate power to own its properties and to carry on its business as
now being conducted and is duly qualified to do business and is in good standing
in each jurisdiction in which the failure to be so qualified and in good
standing would have a Material Adverse Effect on Purchaser. Neither Purchaser
nor any of its subsidiaries is in violation of any of the provisions of its
Certificate of Incorporation or Bylaws or equivalent organizational documents.
Purchaser is the owner of all outstanding shares of capital stock of each of its
subsidiaries and all such shares are duly authorized, validly issued, fully paid
and nonassessable. All of the outstanding shares of capital stock of each such
subsidiary are owned by Purchaser free and clear of all liens, charges, claims
or encumbrances or rights of others. In this Agreement, any reference to any
event, change, condition or effect being "material" with respect to any entity
or group of entities means any material event, change, condition or effect
related to the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, operations or results of operations
of such entity or group of entities. In this Agreement, any reference to a
"Material Adverse Effect" with respect to any entity or group of entities means
any event, change or effect that is materially adverse to the condition
(financial or otherwise), properties, assets, liabilities, business, operations
or results of operations of such entity and its subsidiaries, taken as a whole.
2.2 Capital Structure. Except as described in this Section 2.2, the authorized
and outstanding capital stock of Purchaser is as set forth in the section
entitled "Description of Capital Stock" in the Purchaser's Prospectus dated
October 21, 1997 delivered to the Seller as a part of the Purchaser SEC
Documents (as defined in Section 2.4 hereof). There are no other outstanding
shares of capital stock or voting securities of Purchaser other than shares of
Purchaser Common Stock issued after October 21, 1997 upon the exercise of
options or warrants that were outstanding as of October 21, 1997. All
outstanding shares of Purchaser have been duly authorized, validly issued, fully
paid and are nonassessable and free of any liens or encumbrances other than any
liens or encumbrances created by or imposed upon the holders thereof.
2.3 Authority. Purchaser has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and constitutes the valid and binding obligations of
Purchaser. The execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time, or both), or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a benefit under (i) any provision of
the Certificate of Incorporation or Bylaws of Purchaser or any of its
subsidiaries, as amended, or (ii) any material contract or other agreement or
instrument, or any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Purchaser or any of its subsidiaries or their
properties or assets, except where such conflict, violation, default,
termination, cancellation or acceleration with respect to the foregoing
provisions would not result in a Material Adverse Effect on Purchaser. No
consent, approval, order or authorization of, or registration, declaration or
filing with, any Governmental Entity, is required by or with respect to
Purchaser or any of its subsidiaries in connection with the execution and
delivery of this Agreement by Purchaser or the consummation by Purchaser of the
transactions contemplated hereby, except for (i) any filings as may be required
under applicable federal and state securities laws and the securities laws of
any foreign country, (ii) the filing with the Nasdaq National Market of a
Notification Form for Listing of Additional Shares with respect to the shares of
Common Stock of the Purchaser issuable upon exercise of the Warrant, and (iii)
such other consents, authorizations, filings, approvals and registrations which,
if not obtained or made, would not have a Material Adverse Effect on Purchaser
and would not prevent or materially alter or delay any of the transactions
contemplated by this Agreement.
2.4 SEC Documents; Financial Statements. Purchaser has delivered to Seller a
copy of the following documents of the Purchaser: (1) the Purchaser's Prospectus
dated October 21, 1997, (2) a draft of Purchaser's Form 10-Q for the quarter
ended September 30, 1997, (3) the Purchaser's Annual Report on Form 10-K for the
year ended December 31, 1996, (4) the Purchaser's 1996 Annual Report to
Stockholders and (5) the Purchaser's Proxy Statement for the 1997 Annual Meeting
of Stockholders (collectively, the "Purchaser SEC Documents"). As of their
respective filing dates, the Purchaser SEC Documents, with the exception of the
draft Form 10-Q for the quarter ended September 30, 1997, which has yet to be
filed with the Securities and Exchange Commission ("SEC"), complied in all
material respects with the requirements of the Securities Act of 1933 (the
"Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"),
and none of the Purchaser SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
in which they were made, not misleading. The financial statements of Purchaser,
including the notes thereto, included in the Purchaser SEC Documents (the
"Purchaser Financial Statements") were complete and correct in all material
respects as of their respective dates, complied as to form in all material
respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto as of their respective dates,
and have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent throughout the periods indicated and
consistent with each other (except as may be indicated in the notes thereto or,
in the case of unaudited statements included in Quarterly Reports on Form 10-Q,
as permitted by Form 10-Q of the SEC). The Purchaser Financial Statements fairly
present the consolidated financial condition and operating results of Purchaser
and its subsidiaries at the dates and during the periods indicated therein
(subject, in the case of unaudited statements, to normal, recurring year-end
adjustments). There has been no material change in Purchaser's accounting
policies except as described in the notes to the Purchaser Financial Statements.
2.5 Absence of Certain Changes. Since June 30, 1997 (the "Purchaser Balance
Sheet Date"), Purchaser has conducted its business in the ordinary course
consistent with past practice and there has not occurred: (i) any change, event
or condition (whether or not covered by insurance) that has resulted in a
Material Adverse Effect to Purchaser; (ii) any acquisition, sale or transfer of
any material asset of Purchaser or any of its subsidiaries other than in the
ordinary course of business and consistent with past practice; (iii) any
material change in accounting methods or practices (including any change in
depreciation or amortization policies or rates) by Purchaser or any revaluation
by Purchaser of any of its assets; (iv) any declaration, setting aside, or
payment of a dividend or other distribution with respect to the shares of
Purchaser, or any direct or indirect redemption, purchase or other acquisition
by Purchaser of any of its shares of capital stock; or (v) any negotiation or
agreement by Purchaser or any of its subsidiaries to do any of the things
described in the preceding clauses (i) through (iv) (other than negotiations
regarding the transactions contemplated by this Agreement).
2.6 Absence of Undisclosed Liabilities. Purchaser has no material obligations or
liabilities of any nature (matured or unmatured, fixed or contingent) other than
(i) those set forth or adequately provided for in the Balance Sheet included in
Purchaser's Quarterly Report on Form 10-Q for the period ended June 30, 1997
included in the Purchaser SEC Documents (the "Purchaser Balance Sheet"), (ii)
those incurred in the ordinary course of business and not required to be set
forth in the Purchaser Balance Sheet under generally accepted accounting
principles, and (iii) those incurred in the ordinary course of business since
the Purchaser Balance Sheet Date and consistent with past practice.
2.7 Litigation. There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, or, to the knowledge of Purchaser or any of its
subsidiaries, threatened against Purchaser or any of its subsidiaries or any of
their respective properties or any of their respective officers or directors (in
their capacities as such) that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect on Purchaser. There is
no judgment, decree or order against Purchaser or any of its subsidiaries or, to
the knowledge of Purchaser or any of its subsidiaries, any of their respective
directors or officers (in their capacities as such) that could prevent, enjoin,
alter or materially delay any of the transactions contemplated by this
Agreement, or that could reasonably be expected to have a Material Adverse
Effect on Purchaser.
2.8 Compliance With Laws. Each of Purchaser and its subsidiaries has complied
with, is not in violation of, and has not received any notices of violation with
respect to, any federal, state, local or foreign statute, law or regulation with
respect to the conduct of its business, or the ownership or operation of its
business, except for such violations or failures to comply as could not be
reasonably expected to have a Material Adverse Effect on Purchaser.
2.9 Complete Copies of Materials. Purchaser has delivered or made available true
and complete copies of each document which has been requested by Seller in
connection with Seller's legal and financial review of Purchaser and its
subsidiaries.
2.10 Execution of Merger Agreement. Purchaser and Medicus have executed the
Merger Agreement simultaneous with the execution of this Agreement.
3. Representations and Warranties of the Seller. The Seller hereby represents
and warrants that:
3.1 Valid Title. Seller now has and at the Closing Date will have good and
marketable title to the Shares to be sold by the Seller, free and clear of any
liens, encumbrances, equities and claims, and full right, power and authority to
effect the sale and delivery of such Shares; and upon the delivery of, against
payment for, the Shares pursuant to this Agreement, the Purchaser will acquire
good and marketable title thereto, free and clear of any liens, encumbrances
equities and claims.
3.2 Authorization. Seller has full right, power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement. The
execution and delivery of this Agreement and the consummation by Seller of the
transactions herein contemplated and the fulfillment by Seller of the terms
hereof will not require any consent, approval, authorization, or other order of
any court, regulatory body, administrative agency or other governmental body and
will not result in a breach of any of the terms and provisions of, or constitute
a default under, organizational documents of such Seller, if not an individual,
or any indenture, mortgage, deed of trust or other agreement or instrument to
which such Seller is a party, or of any order, rule or regulation applicable to
Seller of any court or of any regulatory body or administrative agency or other
governmental body having jurisdiction.
3.3 Purchase Entirely for Own Account. This Agreement is made with Seller in
reliance upon Seller's representation to the Purchaser, which by Seller's
execution of this Agreement Seller hereby confirms, that the Warrant to be
acquired by Seller will be acquired for investment for Seller's own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Seller has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement, Seller further represents that Seller does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
Warrant.
3.4 Reliance upon Seller Representations. Seller understands that the Warrant is
not registered under the Securities Act on the ground that the sale provided for
in this Agreement and the issuance of securities hereunder is exempt from
registration under the Securities Act pursuant to section 4(2) thereof, and that
the Purchaser's reliance on such exemption is predicated on the Seller's
representations set forth herein.
3.5 Receipt of Information. Seller believes it has received all the information
it considers necessary or appropriate for deciding whether to purchase the
Warrant. Seller further represents that it has had an opportunity to ask
questions and receive answers from the Purchaser regarding the terms and
conditions of the offering of the Warrant and the business, properties,
prospects and financial condition of the Purchaser and to obtain additional
information (to the extent the Purchaser possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access. The
foregoing, however, does not limit or modify the representations and warranties
of the Purchaser in Section 2 of this Agreement or the right of the Seller to
rely thereon.
3.6 Investment Experience. Seller represents that it is experienced in
evaluating and investing in securities of companies similar to the Purchaser and
acknowledges that it is able to fend for itself, can bear the economic risk of
its investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Warrant. If other than an individual, Seller also represents it has not
been organized for the purpose of acquiring the Warrant.
3.7 Accredited Investor. Seller represents to the Purchaser that the Seller is
an "Accredited Investor" within the meaning of SEC Rule 501 of Regulation D, as
presently in effect.
3.8 Restricted Securities. Seller understands that the Warrant may not be sold,
transferred, or otherwise disposed of without registration under the Securities
Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Warrant or an available exemption from
registration under the Securities Act, the Warrant must be held indefinitely.
3.9 Legends. To the extent applicable, each certificate or other document
evidencing the Warrant shall be endorsed with the legend set forth below, and
Seller covenants that, except to the extent such restrictions are waived by the
Purchaser, Seller shall not transfer the shares represented by any such
certificate without complying with the restrictions on transfer described in the
legend endorsed on such certificate:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OR HYPOTHECATED OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED."
3.10 Proxy. Seller has executed and delivered to Purchaser a Proxy in the form
attached hereto as Appendix B for the Shares granting Purchaser a proxy to vote
the Shares purchased by the Purchaser hereunder.
4. Conditions of Seller's Obligations at Closing. The obligations of Seller
under subparagraph 1.1 of this Agreement are subject to the fulfillment on or
before the Closing of each of the following conditions:
4.1 Representations and Warranties. The representations and warranties of the
Purchaser contained in Section 2 shall be true on and as of the Closing Date
with the same effect as though such representations and warranties had been made
on and as of the Closing Date.
4.2 Performance. The Purchaser shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing Date.
4.3 Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated at the Closing and all documents incident
thereto shall be reasonably satisfactory in form and substance to the Seller.
4.4 Payment of Purchase Price. Purchaser shall have delivered the Purchase Price
specified in Section 1.1.
5. Conditions of the Purchaser's Obligations at Closing. The obligations of the
Purchaser to Seller under this Agreement are subject to the fulfillment on or
before the Closing of each of the following conditions by Seller:
5.1 Representations and Warranties. The representations and warranties of the
Seller contained in Section 3 shall be true on and as of the Closing Date with
the same effect as though such representations and warranties had been made on
and as of the Closing Date.
5.2 Delivery of Medicus Common Stock. Seller shall have delivered all documents
and instruments required to be delivered under Section 1.1 hereof.
6. Miscellaneous.
6.1 Entire Agreement. This Agreement and the documents referred to herein
constitute the entire agreement among the parties concerning the subject matter
hereof and no party shall be liable or bound to any other party in any manner by
any warranties, representations, or covenants except as specifically set forth
herein or therein.
6.2 Survival of Warranties. The representations and warranties of the Purchaser
and Seller contained in or made pursuant to this Agreement shall survive until
the Effective Time of the Merger (as defined in the Merger Agreement).
6.3 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, legal representatives, successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective heirs, legal
representatives, successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
6.4 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Delaware.
6.5 Counterparts; Facsimile Signatures. This Agreement 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. Facsimile signatures of
the parties to this Agreement shall be sufficient to evidence their execution
hereof.
6.6 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
6.7 Notices. Unless otherwise provided, any notice required or permitted under
this Agreement shall be given in writing and shall be deemed effectively given
upon personal delivery to the party to be notified by hand or professional
courier service or on the day of delivery by Federal Express, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties.
6.8 Expenses. Irrespective of whether the Closing is effected, each party shall
pay its own costs and expenses that it incurs with respect to the negotiation,
execution, delivery and performance of this Agreement.
6.9 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the parties hereto. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
securities purchased under this Agreement at the time outstanding (including
securities into which such securities have been converted), each future holder
of all such securities, and the Purchaser.
6.10 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
QUADRAMED CORPORATION
By: ____________________________________
Name:
Title:
SELLER SELLER
(if an individual) (if a corporation, partnership, trust or
ther entity)
___________________________________ By: ______________________________
Name:______________________________ Name of Entity:___________________
Address: __________________________ Name of Signatory:________________
____________________________ Title of Signatory: _____________
Address:__________________________
Total Number of Shares of
Medicus Common Stock owned by Seller: ____________________________
Number of Shares of
Medicus Common Stock to be sold hereunder: _______________________
FORM OF WARRANT
WARRANT TO PURCHASE
______________ SHARES OF COMMON STOCK
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THAT ACT OR AN OPINION OF COUNSEL TO THE CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.
QUADRAMED CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT, for value received, ____________________
("Investor") is entitled to purchase, on the terms hereof, __________________
(__________) shares of Common Stock ("Common Stock") of QuadraMed Corporation, a
Delaware corporation (the "Company"), subject to adjustment as provided herein
and at a purchase price as set forth herein.
This Warrant is issued pursuant to the terms of that certain Stock Purchase
Agreement dated as of November ___, 1997 between the Company and Investor (the
"Stock Purchase Agreement"), which was entered into in connection with the
Agreement and Plan of Reorganization dated November 10, 1997 (the "Merger
Agreement") between the Company and Medicus Systems Corporation, a Delaware
corporation ("Medicus"), pursuant to which the Company will acquire Medicus by
merger of a wholly owned subsidiary of the Company with and into Medicus (the
"Merger").
1. EXERCISE OF WARRANT
The terms and conditions upon which this Warrant may be exercised, and
the Common Stock covered hereby (the "Warrant Stock") may be purchased, are as
follows:
1.1 Exercise. Subject to the limitations set forth herein, this Warrant
may be exercised with respect to all or a portion of the shares of the Warrant
Stock at the effective time of the Merger under the laws of the State of
Delaware (the "Effective Time"). To the extent that this Warrant is not
exercised at the Effective Time or the number of shares issuable upon exercise
of this Warrant is limited as set forth herein, the portion of this Warrant
which is unexercised or subject to the limitations as set forth herein shall
terminate and shall be void and of no further force or effect with respect to
such Warrant Stock.
1.2 Purchase Price. The purchase price for the shares of Warrant Stock
to be issued upon exercise of this Warrant shall be $24.00 per share, subject to
adjustment as set forth herein.
1.3 Method of Exercise. Not later than seven (7) days prior to the
Effective Time, the Company shall provide written notice to the holder of this
Warrant of the proposed Effective Time. The exercise of the purchase rights
evidenced by this Warrant shall be effected by (a) the surrender of the Warrant,
together with a duly executed copy of the form of subscription attached hereto,
to the Company or its designated agent no later than the Effective Time at its
principal offices or at the offices of such designated agent and (b) the
delivery of the purchase price by check or wire transfer for the number of
shares for which the purchase rights hereunder are being exercised.
1.4 Issuance of Shares. In the event the purchase rights evidenced by
this Warrant are exercised in whole or in part, the issuance of the Warrant
Stock shall be credited immediately on the official stock record books of the
Company and, if requested, a certificate or certificates for the purchased
shares shall be issued to the Investor as soon as practicable; provided,
however, the Warrant Stock shall only be so issued if the Form S-3 Registration
Statement (as defined in Section 3.1 hereof) has been declared effective by the
Securities Exchange Commission (the "SEC").
1.5 Limitation on Shares Issuable. In no event shall the aggregate
number of shares of Common Stock which the Company is obligated to issue (1)
upon conversion of warrants, including this Warrant, issued to stockholders of
Medicus pursuant to stock purchase agreements dated as of November ___, 1997
("Warrants") and (2) in exchange for outstanding shares of Medicus Common Stock
pursuant to the Merger Agreement exceed 1,800,000 shares. In the event that the
total number of shares of Common Stock which holders of Warrants, including
Investor, and stockholders of Medicus have elected to receive as described in
clauses (1) and (2) in the immediately preceding sentence exceeds 1,800,000, the
Company shall only be required to issue 1,800,000 shares of Common Stock and
such holders, including Investor, shall be entitled to receive shares of Common
Stock equal to each holder's pro rata portion of the total amount of shares
issued by the Company as described in clauses (1) and (2), based on the total
number of shares each holder and each stockholder elected to receive.
2. CERTAIN ADJUSTMENTS
2.1 Adjustment Due to Warrant Value Limitation. If at the Effective
Time the QuadraMed Stock Value (as defined below) exceeds $27.60, then the
number of shares of Warrant Stock issuable upon exercise of this Warrant shall
be adjusted downward such that the number of shares of Warrant Stock issuable
upon exercise of this Warrant shall be X, where X is equal to the Warrant Value
(as defined below) divided by the difference of (i) the QuadraMed Stock Value
minus (ii) $24.00. For purposes of this Warrant, the term "QuadraMed Stock
Value" shall mean that price per share equal to the average of the closing
prices of Common Stock during the fifteen (15) days prior to the second day
prior to the date of the Medicus Stockholders Meeting (as such term is defined
in the Merger Agreement). For purposes of this Warrant, the term "Warrant Value"
shall mean the product of $3.60 multiplied by the initial number of shares of
Warrant Stock issuable hereunder.
2.2 Mergers, Consolidations or Sale of Assets. If at any time there
shall be a capital reorganization of the Common Stock (other than a combination,
reclassification, exchange or subdivision of Warrant Stock otherwise provided
for herein), or a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving corporation or in which
the Common Stock of the Company is converted into any other security or
property, or the sale of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation or sale, lawful provision shall be made so
that the Investor shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified in this Warrant and upon payment of the
purchase price then in effect, the number of shares of stock or other securities
or property of the successor or surviving corporation resulting from such
reorganization, merger, consolidation or sale, to which a holder of the Warrant
Stock deliverable upon exercise of this Warrant would have been entitled under
the provisions of the agreement in such reorganization, merger, consolidation or
sale if this Warrant had been exercised immediately before that reorganization,
merger, consolidation or sale. In any such case, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant with respect to the rights and
interests of the Investor after the reorganization, merger, consolidation or
sale to the end that the provisions of this Warrant (including adjustment of the
purchase price then in effect and the number of shares of Warrant Stock) shall
be applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Warrant.
3. COVENANTS OF THE COMPANY
3.1 Registration of Warrant Stock. As soon as practicable following the
date hereof, the Company shall prepare and file with the SEC a Registration
Statement on Form S-3 (the "Form S-3 Registration Statement") registering the
shares of Common Stock issuable upon the exercise of this Warrant and shall take
all necessary actions to have the Form S-3 Registration Statement declared
effective by the SEC as soon as practicable.
3.2 No Changes in Capital Structure. The Company covenants with
Investor that it shall not (i) subdivide its outstanding shares of Common Stock
into a greater number of shares, (ii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iii) issue by
reclassification of its shares of Common Stock or capital reorganization other
securities of the Company.
4. FRACTIONAL SHARES
No fractional shares shall be issued in connection with any exercise of
this Warrant. In lieu of the issuance of such fractional share, the Company
shall make a cash payment equal to the then fair market value of such fractional
share as reasonably determined by the Company's Board of Directors.
5. RESERVATION OF COMMON STOCK; VALID ISSUANCE
The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant such number of its shares of Common Stock
as shall from time to time be sufficient to effect the exercise of this Warrant;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the exercise of the entire Warrant, in
addition to such other remedies as shall be available to the holder of this
Warrant, the Company will use its reasonable best efforts to take such corporate
action as may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes.
The Company represents and warrants to the Investor that any shares of Common
Stock issued upon exercise of this Warrant will be duly and validly issued and
fully paid and nonassessable.
6. NO PRIVILEGE OF STOCK OWNERSHIP
Prior to the exercise of this Warrant, the Investor shall not be
entitled, by virtue of holding this Warrant, to any rights of a stockholder of
the Company, including (without limitation) the right to vote, receive dividends
or other distributions, exercise preemptive rights or be notified of stockholder
meetings, and such holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company, except as
required by law.
7. LIMITATION OF LIABILITY
No provision hereof, in the absence of affirmative action by the holder
hereof to purchase the Warrant Stock, and no mere enumeration herein of the
rights or privileges of the holder hereof, shall give rise to any liability of
such holder for the purchase price or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.
8. TRANSFER RESTRICTION
This Warrant shall not be transferable without the prior written
consent of the Company.
9. PAYMENT OF TAXES
The Company shall pay all expenses in connection with, and all taxes
and other governmental charges (other than any thereof on, based on or measured
by, the net income of the holder thereof) that may be imposed in respect of, the
issue or delivery of the Warrant Stock. The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for shares of the Warrant Stock in any
name other than that of the Investor, and in such case, the Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the Company's satisfaction
that no such tax or other charge is due.
10. SUCCESSORS AND ASSIGNS
The terms and provisions of this Warrant shall be binding upon the
Company and the Investor and their permitted successors and assigns.
11. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
the Company, and upon reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will make and deliver a new warrant of like tenor and
dated as of such cancellation, in lieu of this Warrant.
12. GOVERNING LAW
This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware.
QUADRAMED CORPORATION
By _________________________________
Name:
Title:
Dated: November ____, 1997
NOTICE OF EXERCISE
QuadraMed Corporation
Gentlemen:
The undersigned, hereby elects to purchase, pursuant to the provisions
of the November ___, 1997 Warrant held by the undersigned, ___________ shares of
the Common Stock of QuadraMed Corporation, a Delaware corporation.
Payment of the per share purchase price required under such Warrant
accompanies this Notice of Exercise.
Dated: __________________, 199__ -------------------------------
By ____________________________
Address: ______________________
-------------------------------
FORM OF PROXY
IRREVOCABLE PROXY
I, Richard Jelinek, the undersigned warrant holder of Medicus Systems
corporation a Delaware Corporation ("Medicus"), hereby appoint Quadramed
Corporation a Delaware Corporation ("Quadramed') my attorney and proxy, with
full power of substitution and resubstitution, to the full extent of my rights
with respect to 220,000 shares of Medicus Common Stock issuable upon exercise of
outstanding warrants to purchase Medicus Common Stock held by me (the "Warrants
Shares").
Upon the execution hereof, all prior proxies given by me with respect to the
Warrant Shares are hereby revoked.
The attorney and proxy named above will be empowered at any time prior to the
expiration of this proxy to exercise all voting and other rights (including,
without limitation, the power to execute and deliver written consents with
respect to the Warrant Shares) as such designees, or any of them, in their or
its sole discretion, deem proper in respect of any matter at a meeting of
stockholders, or any written consent in lieu of a meeting of stockholders.
This proxy, which is coupled with QuadraMed's interest in the Warrant Shares, is
irrevocable.
Upon request from Quadramed, I agree to execute and deliver any additional
documents deemed by the above named attorneys and proxies to be necessary or
desirable to effect the proxy created hereby.
Any obligations of hereunder shall be binding upon my successors and assigns.
Date: November 9, 1997
/s/ RICHARD C. JELINEK
- -----------------------
/s/ RICHARD C. JELINEK
IRREVOCABLE PROXY
Reference is made to that certain Stock Purchase Agreement, dated November 10,
1997, by and between Quadramed Corporation, a Delaware corporation
("Quadramed"), and the undersigned stockholder of Medicus Systems Corporation, a
Delaware corporation ("Medicus"), pursuant to which the undersigned stockholder
of Medicus ("Stockholder") is selling to Quadramed an aggregate of 832,700
shares of Medicus Common Stock of Medicus owned of record or beneficially by the
Stockholder (the "Shares").
The Stockholder hereby appoints Quadramed the attorney and proxy of Stockholder,
with full power of substitution and resubstitution, to the full extent of
Stockholder's rights, within the limitations of this proxy, with respect to the
Shares, and any and all other shares or securities issued or issuable in respect
thereof on or after the date hereof, until the Shares are owned of record or
beneficially by quadramed.
Upon the execution hereof, all prior proxies given by Stockholder with respect
to the Shares and any and all other shares of securities issued or issuable in
respect thereof on or after the date hereof are hereby revoked.
The attorney and proxy named above will be empowered at any time prior to the
expiration of this proxy to exercise all voting and other rights (including,
without limitation the power to execute and deliver written consents with
respect to the Shares) of Stockholder as such designees, or any of them, in
their or its sole discresion, deem proper in respect of any matter at a meeting
of stockholders, or any written consent in lieu of a meeting of stockholders.
This proxy, which is coupled with QuadraMed's interest in the Shares, is
irrevocable.
Stockholder will, upon request, execute and deliver any additional documents
deemed by the above named attorneys and proxies to be necessary or desirable to
effect the proxy created hereby.
Any obligations of Stockholder hereunder shall be binding upon the successors
and assigns of Stockholder.
Dated: November 9, 1997.
/s/ RICHARD C. JELINEK
- -----------------------
/s/ RICHARD C. JELINEK
IN WITNESS HEREOF, the parties have executed this Agreement as of the date first
above written.
QUADRAMED CORPORATION
- ---------------------------
QUADRAMED CORPORATION
SELLER
/s/ RICHARD C. JELINEK
- -----------------------
/s/ RICHARD C. JELINEK
312 Ridge Road
Aspen CO., 81611
Total Number of Shares of
Medicus Common Stock owned by seller: 832,700
Number of Shares of Medicus Common Stock to be sold hereunder: 832,700
IRREVOCABLE PROXY
Reference is made to that certain Stock Purchase Agreement, dated November 10,
1997, by and between Quadramed Corporation, a Delaware corporation
("Quadramed"), and the undersigned stockholder of Medicus Systems Corporation, a
Delaware corporation ("Medicus"), pursuant to which the undersigned stockholder
of Medicus ("Stockholder") is selling to Quadramed an aggregate of 100,000
shares of Medicus Common Stock of Medicus owned of record or beneficially by the
Stockholder (the "Shares").
The Stockholder hereby appoints Quadramed the attorney and proxy of Stockholder,
with full power of substitution and resubstitution, to the full extent of
Stockholder's rights, within the limitations of this proxy, with respect to the
Shares, and any and all other shares or securities issued or issuable in respect
thereof on or after the date hereof, until the Shares are owned of record or
beneficially by quadramed.
Upon the execution hereof, all prior proxies given by Stockholder with respect
to the Shares and any and all other shares of securities issued or issuable in
respect thereof on or after the date hereof are hereby revoked.
The attorney and proxy named above will be empowered at any time prior to the
expiration of this proxy to exercise all voting and other rights (including,
without limitation the power to execute and deliver written consents with
respect to the Shares) of Stockholder as such designees, or any of them, in
their or its sole discresion, deem proper in respect of any matter at a meeting
of stockholders, or any written consent in lieu of a meeting of stockholders.
This proxy, which is coupled with QuadraMed's interest in the Shares, is
irrevocable.
Stockholder will, upon request, execute and deliver any additional documents
deemed by the above named attorneys and proxies to be necessary or desirable to
effect the proxy created hereby.
Any obligations of Stockholder hereunder shall be binding upon the successors
and assigns of Stockholder.
Dated: November 9, 1997.
/s/ DEBBIE F. JELINEK
- -----------------------
/s/ DEBBIE F. JELINEK
IN WITNESS HEREOF, the parties have executed this Agreement as of the date first
above written.
QUADRAMED CORPORATION
- ---------------------------
QUADRAMED CORPORATION
SELLER
/s/ DEBBIE F. JELINEK
- -----------------------
/s/ DEBBIE F. JELINEK
312 Ridge Road
Aspen CO., 81611
Total Number of Shares of
Medicus Common Stock owned by seller: 100,000
Number of Shares of Medicus Common Stock to be sold hereunder: 100,000
