<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994
REGISTRATION NO. 33-53957
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CORAM HEALTHCARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 8082 33-0615337
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
ONE LAKESHORE CENTRE
3281 GUASTI ROAD, SUITE 700
ONTARIO, CALIFORNIA 91761
(909) 460-2400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
KEVIN M. HIGGINS, ESQ.
ONE LAKESHORE CENTRE
3281 GUASTI ROAD, SUITE 700
ONTARIO, CALIFORNIA 91761
(909) 460-2400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C> <C>
R.M. MATTSON, JR., ESQ. B.E. MACDONOUGH, ESQ. M.A. KIMBALL, ESQ. R.A. FINK, ESQ.
T.S. POWELL, ESQ. R.R. ORAND, ESQ. C.J. MCLAUGHLIN, ESQ. K.M. CLAYTON, ESQ.
MORRISON & FOERSTER GREENBERG, TRAURIG, OPPENHEIMER WOLFF & BROBECK, PHLEGER &
19900 MACARTHUR BLVD. HOFFMAN, LIPOFF, ROSEN & DONNELLY HARRISON
IRVINE, CA 92715 QUENTEL, P.A. 45 SOUTH SEVENTH ST. 4675 MACARTHUR COURT,
1221 BRICKELL AVENUE MINNEAPOLIS, MN 55402 SUITE 1000
MIAMI, FL 33131 NEWPORT BEACH, CA 92660
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the securities being registered on this form are being offered in
compliance with General Instruction G, check the following box: / /
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
<PAGE> 2
T2 Medical, Inc.
June 3, 1994
Page 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) As permitted by the Delaware General Corporation Law, CHM Holding's
Certificate of Incorporation (the "CHM Holding Certificate") eliminates the
liability of directors to CHM Holding or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent otherwise
required by the Delaware General Corporation Law.
(b) The CHM Holding Bylaws provide that CHM Holding will indemnify each
person who was or is made a party to any proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of CHM Holding
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS.
The exhibits to the Registration Statement required by Item 601 of
Regulation S-K are listed in the accompanying index to exhibits.
(B) FINANCIAL STATEMENTS AND SCHEDULES.
(1) Financial Statements
The financial statements filed as part of this Registration Statement are
indexed for each of Curaflex, HealthInfusion and Medisys on Page F-1.
(2) Schedules
The following financial statement schedules of each of Curaflex,
HealthInfusion and Medisys are included in this Form S-4:
(a) Curaflex Health Services, Inc. and Subsidiaries:
<TABLE>
<CAPTION>
SCHEDULE NO. PAGE NO. DESCRIPTION OF SCHEDULE
- - - - ----------------- -------- ----------------------------------------------------
<S> <C> <C>
Not applicable S-1 Independent Auditor's Report
Schedule II S-2 Amounts Receivable From Related Parties and
Underwriters, Promoters, and Employees Other Than
Related Parties
Schedule VIII S-3 Valuation and Qualifying Accounts
Schedule X S-4 Supplementary Income Statement Information For the
Years Ended December 31, 1991, 1992 and 1993
</TABLE>
(b) HealthInfusion, Inc. and Subsidiaries:
<TABLE>
<CAPTION>
SCHEDULE NO. PAGE NO. DESCRIPTION OF SCHEDULE
- - - - ----------------- -------- ----------------------------------------------------
<S> <C> <C>
Not applicable S-5 Independent Auditor's Report
Schedule II S-6 Amounts Receivable From Related Parties
Schedule VIII S-7 Valuation and Qualifying Accounts
Schedule IX S-8 Short-Term Borrowings
Schedule X S-9 Supplementary Income Statement Information For the
Years Ended December 31, 1991, 1992 and 1993
</TABLE>
II-1
<PAGE> 3
T2 Medical, Inc.
June 3, 1994
Page 2
(c) Medisys, Inc. and Subsidiaries:
<TABLE>
<CAPTION>
SCHEDULE NO. PAGE NO. DESCRIPTION OF SCHEDULE
- - - - ----------------- -------- ----------------------------------------------------
<S> <C> <C>
Not applicable S-10 Independent Auditors' Report
Schedule VIII S-11 Valuation and Qualifying Accounts and Reserves For
the Years Ended December 31, 1991, 1992 and 1993
Schedule IX S-12 Short-Term Borrowings For the Years Ended December
31, 1991, 1992 and 1993
Schedule X S-13 Supplementary Income Statement Information For the
Years Ended December 31, 1991, 1992 and 1993
</TABLE>
Schedules other than those listed above have been omitted because they
either are not required, are not applicable or the information is included in
the appropriate financial statements and notes thereto.
(C) OPINIONS OF FINANCIAL ADVISORS.
(1) The opinion of Smith Barney Inc. constitutes Appendix C to the
Joint Proxy Statement/ Prospectus.
(2) The opinion of Hambrecht & Quist constitutes Appendix D to the
Joint Proxy Statement/ Prospectus.
(3) The opinion of Piper Jaffray Inc. constitutes Appendix E to the
Joint Proxy Statement/ Prospectus.
(4) The opinion of Kidder, Peabody & Co. Incorporated constitutes
Appendix F to the Joint Proxy Statement/Prospectus.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(a)(1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) The registration undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that
purports to met the requirements of Section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes 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.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California, on this 17th day of June, 1994.
CORAM HEALTHCARE CORPORATION
By: /s/ JAMES M. SWEENEY
James M. Sweeney,
Chief Executive Officer and
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- - - - ------------------------------------------ ------------------------------- ------------------
<C> <S> <C>
/s/ JAMES M. SWEENEY Chief Executive Officer June 17, 1994
James M. Sweeney and Chairman
(Principal Executive Officer)
*/s/ NORMAN H. WERTHWEIN Acting Chief Financial Officer June 17, 1994
Norman H. Werthwein (Acting Principal Financial and
Accounting Officer)
*/s/ CHARLES A. LAVERTY Senior Executive Vice President June 17, 1994
Charles A. Laverty
*/s/ TOMMY H. CARTER Vice Chairman of the Board June 17, 1994
Tommy H. Carter
*/s/ MILES E. GILMAN Director June 17, 1994
Miles E. Gilman
*/s/ L. PETER SMITH Director June 17, 1994
L. Peter Smith
*/s/ RICHARD A. FINK Director June 17, 1994
Richard A. Fink
*/s/ STEPHEN G. PAGLIUCA Director June 17, 1994
Stephen G. Pagliuca
*By /s/ JAMES M. SWEENEY
James M. Sweeney
(Attorney-in-fact)
</TABLE>
II-3
<PAGE> 5
T2 Medical, Inc.
June 3, 1994
Page 2
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
The Board of Directors
Curaflex Health Services, Inc.
The audits referred to in our report dated February 28, 1994 included the
related financial statement schedules as of December 31, 1993 and for each of
the years in the three year period ended December 31, 1993, included in the
registration statement. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits. In our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
KPMG Peat Marwick
Ontario, California
February 28, 1994
S-1
<PAGE> 6
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE II
CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE
DEDUCTIONS AT END OF PERIOD
BALANCE AT ------------------------- -------------------
BEGINNING OF AMOUNTS AMOUNTS NOT
NAME OF DEBTOR PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT CURRENT
- - - - ---------------------------------- ------------ --------- --------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Charles A. Laverty(1)
Year ended December 31, 1992 $ -- $ 400 $ -- $ -- $ 400 $ --
Year ended December 31, 1993 400 17 -- -- 417 --
Irwin Kramer(2)
Year ended December 31, 1991 78 77 -- -- -- 155
Year ended December 31, 1992 155 77 -- -- -- 232
Year ended December 31, 1993 232 77 -- -- -- 309
</TABLE>
- - - - ---------------
(1) Principal amount and all interest accumulated thereon at an interest rate of
3.61% per annum, is due in one payment on November 1, 1994. This note is
non-collateralized.
(2) Interest receivable relates to an $860 thousand stock purchase note and is
due December 31, 1999.
S-2
<PAGE> 7
T2 Medical, Inc.
June 3, 1994
Page 2
SECTION VIII
CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
CONTRACTUAL BALANCE
BALANCE AT ADDITIONS CHARGED TO ALLOWANCE AT END
BEGINNING FROM BUSINESS COSTS/ CHARGED TO OF
DESCRIPTION OF PERIOD COMBINATIONS EXPENSES REVENUES DEDUCTIONS(1) PERIOD
- - - - ------------------------------- ---------- ------------- ---------- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
and contractual adjustments:
Year ended December 31, 1991... $ 5,118 $ -- $3,618 $ 7,951 $ (8,149) $ 8,538
======== ========== ======== ======== ========== =======
Year ended December 31, 1992... $ 8,538 $ 1,181 $5,679 $12,328 $(20,658) $ 7,068
======== ========== ======== ======== ========== =======
Year ended December 31, 1993... $ 7,068 $ 2,834 $5,557 $40,380 $(40,475) $15,364
======== ========== ======== ======== ========== =======
</TABLE>
- - - - ---------------
(1) Amounts reflect write-off of amounts that are deemed uncollectible.
S-3
<PAGE> 8
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE X
CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
CHARGED TO COSTS AND
EXPENSES
--------------------------
ITEM 1991 1992 1993
- - - - ------------------------------------------------------------------- ---- ------ ------
<S> <C> <C> <C>
Maintenance and repairs............................................ -- -- --
Depreciation....................................................... $903 $1,162 $2,022
Amortization of goodwill........................................... 58 315 1,362
Amortization of organization and pre-startup costs................. -- 135 614
Amortization of patent............................................. -- -- 3
---- ------ ------
Total depreciation and amortization of intangible assets,
preoperating costs and similar deferrals............... $961 $1,612 $4,001
==== ====== ======
Taxes other than payroll and income taxes.......................... -- -- --
Royalties.......................................................... -- -- --
Advertising costs.................................................. -- -- --
</TABLE>
S-4
<PAGE> 9
T2 Medical, Inc.
June 3, 1994
Page 2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SCHEDULES
To the Stockholders of
HealthInfusion, Inc. and subsidiaries:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of HealthInfusion, Inc. and subsidiaries
included in this joint proxy statement/prospectus, and have issued our report
thereon dated March 18, 1994. Our audits were made for the purpose of forming an
opinion on those financial statements taken as a whole. The schedules included
are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Miami, Florida,
March 18, 1994.
S-5
<PAGE> 10
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE II
HEALTHINFUSION, INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES
<TABLE>
<CAPTION>
DEDUCTIONS BALANCE AT END
BALANCE AT ------------------------ OF PERIOD
BEGINNING AMOUNTS AMOUNTS ---------------------
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- - - - ----------------------------------- ---------- -------- ---------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993
Brian Dickson.................... $ -- $444,000 $ -- $ -- $ -- $ 444,000
</TABLE>
S-6
<PAGE> 11
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE VIII
HEALTHINFUSION, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE
BALANCE AT PROVISION FOR AT
BEGINNING DOUBTFUL ACCOUNTS END OF
OF PERIOD ACCOUNTS OTHER WRITTEN OFF PERIOD
---------- ------------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for contractual adjustments and
doubtful accounts
For the Year Ended December 31, 1991....... $ 557,267 $ 548,453 $ -- $ (256,255) $ 849,465
========= ========= ======= ========== =========
For the Year Ended December 31, 1992....... $ 849,465 $ 1,205,399 $ -- $ (399,558) $1,655,306
========= ========= ======= ========== =========
For the Year Ended December 31, 1993....... $1,655,306 $ 5,658,519 $ -- $(3,614,443) $3,699,382
========= ========= ======= ========== =========
</TABLE>
S-7
<PAGE> 12
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE IX
HEALTHINFUSION, INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
MAXIMUM AVERAGE WEIGHTED
CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE
AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
SHORT-TERM AT END INTEREST DURING THE DURING THE DURING THE
BORROWINGS OF PERIOD RATE PERIOD PERIOD PERIOD
- - - - ----------------------------------- ----------- ---------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
For the Year Ended December 31,
1991............................. No short-term borrowings during the year ended December 31, 1991
For the Year Ended December 31,
1992
Bank borrowings.................. $ 4,537,887 6.25% $ 4,916,636 $ 3,788,253 6.20%
========== ======== ========== ========= ==========
For the Year Ended December 31,
1993
Bank borrowings.................. $10,123,382 4.85% $ 11,113,377 $ 6,679,370 5.84%
========== ======== ========== ========= ==========
</TABLE>
S-8
<PAGE> 13
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE X
HEALTHINFUSION, INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
<TABLE>
<CAPTION>
CHARGED TO COSTS AND EXPENSES
-------------------------------------
ITEM 1991 1992 1993
- - - - ---------------------------------------------------------- -------- --------- -----------
<S> <C> <C> <C>
Goodwill amortization..................................... $295,984 $ 758,026 $ 1,052,016
Branch start-up costs..................................... 58,237 49,002 85,705
Other deferrals........................................... 34,604 57,510 129,967
-------- --------- -----------
Total amortization of assets, preoperating costs
and similar deferrals......................... $388,825 $ 864,538 $ 1,267,688
======== ======== =========
Advertising costs......................................... $296,412 $ 630,327 $ 875,924
======== ======== =========
</TABLE>
S-9
<PAGE> 14
T2 Medical, Inc.
June 3, 1994
Page 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Medisys, Inc.
In connection with our audit of the consolidated financial statements of
Medisys, Inc. as of December 31, 1993 and 1992 and for the years then ended,
which financial statements are included in the T2/Curaflex/
HealthInfusion/Medisys Registration Statement on Form S-4, we have also audited
the Medisys, Inc. supplemental financial statement schedules included herein.
The financial statements and financial statement schedules have been
restated to give retroactive effect to the merger of Medisys, Inc. and
Subsidiaries and American Home Therapies, Inc., on July 30, 1993, which has been
accounted for as a pooling of interests as described in Notes 1 and 2 to the
consolidated financial statements.
In our opinion, these supplemental financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material aspects, the information required to be included
therein.
We previously audited and reported on the financial statements and
financial statement schedules of Medisys, Inc. and Subsidiaries as of December
31, 1991 and for the year then ended, prior to their restatement for the 1993
pooling of interests. The contribution of Medisys, Inc. and Subsidiaries to
total revenues and net income represented 67 and 42 percent of the respective
restated totals. Separate financial statements and financial statement schedules
of American Home Therapies included in the statements and schedules referred to
above were audited and reported on separately by other auditors. We have also
audited the combination of the accompanying financial statement schedules as of
December 31, 1991 and for the year then ended, after restatement for the 1993
pooling of interests; in our opinion, such supplemental financial statement
schedules have been properly combined on the basis described in Note 1 of the
notes to the consolidated financial statements.
COOPERS & LYBRAND
Minneapolis, Minnesota
February 11, 1994
S-10
<PAGE> 15
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE VIII
MEDISYS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED CHARGED
BEGINNING TO COSTS TO OTHER BALANCE
OF AND ACCOUNTS-- DEDUCTIONS-- AT END OF
PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
---------- ---------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
1991......................... $ 82,543 $ 225,790 $ 27,843(1) $ 280,490
1992......................... 280,490 597,726 $434,886 (2) 345,168(1) 967,934
1993......................... 967,934 1,013,850 791,920(1) 1,189,864
</TABLE>
- - - - ---------------
(1) Write-off of trade accounts receivable, net of bad debt recoveries.
(2) Allowances for doubtful accounts acquired through business combinations.
S-11
<PAGE> 16
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE IX
MEDISYS, INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992, AND 1993
<TABLE>
<CAPTION>
AVERAGE
WEIGHTED INTEREST
CATEGORY OF BALANCE AVERAGE MAXIMUM AVERAGE RATE
AGGREGATE SHORT AT END INTEREST AMOUNT AMOUNT DURING
TERM BORROWINGS(1) OF PERIOD RATE OUTSTANDING OUTSTANDING PERIOD(2)
- - - - --------------------------------- ---------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1993
Notes payable to banks for
borrowings..................... $4,950,000 6.75% $ 4,950,000 $ 2,425,000 6.75%
1992
Notes payable to banks for
borrowings..................... 500,000 12.0% 500,000 42,000 12.0%
1991
Notes payable to banks for
borrowings..................... 325,000 8.0% 1,300,900 1,056,000 11.0%
</TABLE>
- - - - ---------------
(1) See Note 3 of Notes to Consolidated Financial Statements for descriptions of
borrowing arrangements.
(2) Weighted average interest rate during the period is calculated by dividing
interest expense, including fees paid to factor, by the average amount
outstanding based on month-end balances.
S-12
<PAGE> 17
T2 Medical, Inc.
June 3, 1994
Page 2
SCHEDULE X
MEDISYS, INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
<TABLE>
<CAPTION>
1991 1992 1993
-------- -------- ----------
<S> <C> <C> <C>
Maintenance and repairs................................... -- -- --
Depreciation and amortization of intangibles.............. -- -- --
Taxes other than payroll and income....................... -- -- --
Rents..................................................... $444,804 $848,764 $1,347,880
Advertising costs......................................... -- -- --
</TABLE>
S-13
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- -------------------------------------------------------------------- ------------
<C> <S> <C>
10.1 Form of Employment Agreement between the Registrant and Charles A.
Laverty.............................................................
99.4 Form of Proxy for Medisys...........................................
</TABLE>
<PAGE> 1
EXHIBIT 10.1 TO
REGISTRATION STATEMENT
ON FORM S-4
EMPLOYMENT AGREEMENT
(Charles A. Laverty)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the day of
, 1994 by and between Coram Healthcare Corporation, a corporation
organized and existing under the laws of the State of Delaware (hereinafter
"Company"), and Charles A. Laverty (hereinafter "Employee").
RECITALS
WHEREAS, Employee is the President, Chairman of the Board, and Chief
Executive Officer of CURAFLEX Health Services, Inc. ("CURAFLEX"), a corporation
organized and existing under the laws of the State of Delaware; and
WHEREAS, as a result of a merger and corporate restructuring by and among
CURAFLEX, HealthInfusion, Inc., T2 Medical, Inc., and Medisys, Inc. (the
"Merger"), CURAFLEX will become, as of the Effective Date, as defined herein, a
wholly owned subsidiary of the Company; and
WHEREAS, Company desires to provide for the employment of Employee in the
capacity of Senior Executive Vice President; and
WHEREAS, Employee desires to be assured of a secure minimum compensation
and to be protected in the event of a change of control or ownership of the
Company.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein, and of the other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Employment. During the Term (as defined below), Company does hereby
employ Employee, and Employee does hereby accept employment, as the Senior
Executive Vice President of the Company. Employee shall report only to James
Sweeney as Chairman of the Board of the Company or any successor Chairman of the
Board. Employee shall have only such duties and responsibilities as are mutually
agreed to by Employee and the Company from time to time.
During the Term, the Company shall use its best efforts to cause Employee
to be elected as a voting member of the Company's Board.
2. Effective Date -- Term. The term of this Agreement shall commence as
of the Effective Date and shall continue for a period of one (1) year (the
"Term"). The term "Effective Date" shall mean the Effective Time, as defined in
the Agreement and Plan of Merger (the "Merger Agreement"), dated February 6,
1994, by and among the Company, CURAFLEX, CHS Acquisition Company,
HealthInfusion, Inc., HII Acquisition Company, Medisys, Inc., MI Acquisition
Company, T2 Medical, Inc. and T2 Acquisition Company. In the event that the
Merger Agreement is terminated pursuant to the terms of the Merger Agreement
prior to the Effective Date, then this Agreement shall be deemed null and void,
ab initio.
3. Compensation and Benefits. In consideration for the services Employee
shall render under this Agreement, Employee shall be entitled to receive the
following compensation and benefits at Company's sole expense:
(a) Salary. Employee's annual salary ("Base Salary") for the one (1)
year period after the Effective Date shall be four hundred fifty thousand
dollars ($450,000), payable bi-weekly in accordance with Company's regular
paydays.
(b) Incentive Compensation. In addition to the Base Salary, Employee
shall also be eligible to receive annual incentive compensation ("Incentive
Compensation") in an amount up to a maximum of one hundred percent (100%)
of Employee's Base Salary, such Incentive Compensation to be calculated
1
<PAGE> 2
based upon certain performance criteria to mutually agreed upon by
Employee and the Company prior to the Effective Date. Such Incentive
compensation shall be payable in cash.
(c) Relocation Expenses. In the event that Company requires Employee to
relocate his primary residence to a new location, Employee shall be reimbursed
in full for all fees, costs, and expenses incurred in connection with such
relocation. Such fees, costs, and expenses shall include, but are not limited
to, all costs associated with Employee's sale of his current primary residence,
costs associated with the purchase of a new primary residence (such as broker's
commissions and other similar costs), costs associated with temporary
residences, and transportation and moving expenses. With respect to the sale of
Employee's permanent residence, it is specifically agreed that Company will pay
all costs and expenses, including mortgage payments, taxes, and other expenses,
after the effective date of relocation until Employee closes a sale of the
primary residence he is selling so long as Employee actively attempts to sell
such residence through a qualified broker at a fair market offering price. In
addition, in the event the primary residence being sold, pursuant to a good
faith arms-length transaction, is sold for an amount less than the original
purchase price of such residence paid by Employee, in addition to any
improvements made by Employee, such that Employee suffers a financial loss on
such sale, Company shall reimburse Employee the full amount of such loss.
(d) Benefits.
(1) Vacation. Employee shall be entitled to twenty-five (25) days
per year of paid vacation. Such vacation time shall not be cumulative,
so that vacation time not taken in one year may not be carried forward
and used in any subsequent year.
(2) Health Benefits. During the Term, Employee shall be entitled
to health insurance, including immediate coverage for himself and his
eligible dependents, as provided by Company for its executive personnel
in accordance with its group health insurance plan coverage, and life
insurance as generally provided by Company for its executive personnel.
In addition, Company shall reimburse Employee for medical and dental
expenses for himself and his eligible dependents which are not covered
by Company's group health insurance programs or will reimburse Employee
the cost of procuring supplemental medical and dental insurance
coverage, in an aggregate amount not to exceed
dollars ($ ) per year.
(3) Disability Benefits. During the Term, Company shall provide
Employee with long-term disability insurance providing coverage equal to
Employee's Base Salary at the time of any event of disability as defined
in such policy.
(4) Life Insurance. During the Term, Company shall pay or
reimburse, as the case may be, Employee such amount as is necessary for
Employee to maintain a life insurance policy with coverage in the amount
of two million five hundred thousand dollars ($2,500,000). Employee
shall be responsible for obtaining such insurance and determining the
type of policy and amounts of coverage. In the event that Employee's
employment by Company is terminated prior to the time the policy is
fully paid, Company shall have no further obligation to reimburse
Employee for premium payments, except as may be provided for elsewhere
herein. Employee shall designate the beneficiary(ies) of such policy,
and title to such policy shall be held by Employee during the term of
this Agreement and following termination or expiration of this
Agreement.
(e) Stock Ownership and Stock Options. All stock options of the
Employee granted by CURAFLEX prior to the Effective Date shall be treated
as set forth in Section 7.8 of the Merger Agreement.
In addition, on December 1, 1994, Employee will be granted an option
to purchase one hundred thousand (100,000) shares of the Company's common
stock; provided, that he has not voluntarily terminated his employment with
the Company prior to such date. The exercise price for such shares shall be
the closing price of the Company's common stock on the date the option is
granted (the "Exercise Price"). Such option shall be fully vested as of the
Effective Date and may be exercised at any time before the expiration of
ten (10) years from the Effective Date. The Exercise Price to be paid at
the time of exercise may be paid in cash or in shares of the Company's
common stock having a fair market value on the date of exercise equal to
such Exercise Price, or in a combination of cash and such shares, and may
2
<PAGE> 3
be effected in whole or in part with monies received from Company at
the time of exercise as a compensatory payment.
The provisions of this Paragraph shall be effective only in the event
that shares of the Company's common stock are not publicly traded on a
national securities exchange or NASDAQ at the time Employee's estate
exercises its repurchase option hereunder. In the event of Employee's death
while he is employed by the Company or within twelve (12) months following
termination of his employment, Employee's estate shall have the right, but
not the obligation, to sell to the Company, and the Company shall have the
obligation to purchase, Employee's options for up to one hundred thousand
(100,000) shares or the shares underlying the options granted hereunder (in
the event said options have been exercised). Employee's estate shall have
the right to cause such repurchase by the Company at any time during the
twelve (12) month period subsequent to Employee's death. The price to be
paid by the Company shall be market price of the Company's common stock on
the date the Employee's estate requests in writing that the Company
repurchase such shares or options (the "Repurchase Price"). In the case of
shares represented by unexercised options, the Exercise Price shall be
deducted from the Repurchase Price paid to the employee's estate. Company
shall purchase and maintain during the period of Employee's employment with
the Company, and for twelve (12) months following termination of his
employment with the Company, term life insurance covering Employee in an
amount not less than the amount necessary to fund the above-described
purchase by the Company from employee's estate, and the proceeds of which
shall in fact be used as necessary to fund the above-described purchase by
the Company from Employee's estate.
The exercise price of Employee's options shall be subject to
adjustment (so as not to impair employee's rights hereunder) in the event
Company shall split its capital stock, pay dividends in the form of stock,
if there shall be a recapitalization of the Company's capital stock, or
upon the occurrence of any other event that requires on equitable
principles the adjustment of the option price so as not to impair
Employee's rights under this Agreement. In the event of any change in the
outstanding shares of the capital stock of the Company occurs by reason of
any stock dividend, split, recapitalization, merger, consolidation,
combination, exchange of shares, or other corporate change, then the
aggregate number of stock option or stock purchase rights shall be adjusted
immediately, or additional shares of the Company's capital stock shall be
issued to Employee, to the extent necessary to preserve Employee's rights
and benefits under this Agreement such that each option shall thereafter be
exercisable for such securities, cash, and/or other property as would have
been received in respect of the shares subject to such option had such
option been exercised in full immediately prior to such change, and such an
adjustment shall be made successively each time any such change shall
occur.
Employee's options shall be evidenced by one or more option agreements
entered into pursuant to the Company's Stock Option Plan. Said option
agreements shall be consistent in all respects with the terms of this
Agreement. To the extent there is a conflict between the terms of this
Agreement and any stock option agreement or stock option plan, the terms of
this Agreement shall prevail.
(f) Forgiveness of Debt. The Company shall forgive, or shall cause its
subsidiary, CURAFLEX, to forgive any and all payments, including principal
and interest, otherwise due from Employee to the Company or its subsidiary,
CURAFLEX, pursuant that certain loan in the principal amount of four
hundred thousand dollars ($400,000) and the Company shall cancel, or cause
its subsidiary, CURAFLEX, to cancel any note or other evidence of such debt
from Employee to the Company or its subsidiary, CURAFLEX.
4. Expenses. Company shall reimburse Employee for proper and necessary
expenses incurred by him in the performance of his duties under this Agreement.
Employee shall be provided a monthly car allowance of one thousand one hundred
twenty-six dollars ($1,126) per month.
5. Counsel Fees and Indemnification.
(a) Company shall pay, or reimburse Employee, all reasonable costs incurred
by Employee in any dispute arising out of this Agreement in which Employee
prevails.
3
<PAGE> 4
(b) Employee shall pay, or reimburse Company, all reasonable costs incurred
by Company in any dispute arising out of this Agreement in which Employee
prevails.
(c) Company and employee shall enter into a mutually acceptable
Indemnification Agreement.
(d) Company further agrees:
(i) that the Company will use best efforts to obtain directors' and
officer's liability insurance; provided, that the premiums and coverage are
reasonable in the sole discretion of the Board;
(ii) that Employee shall be covered and insured up to the maximum
individual limits provided by such insurance throughout the term of this
Agreement; and
(iii) that Company will exert its best efforts to maintain such
insurance in effect throughout the term of this Agreement; provided that
the Board may reevaluate the continuation or amount of coverage in the
event of any material premium increases or any material changes in the
scope of coverage of such policy.
(e) Company hereby warrants and represents that the undertakings of
payment, indemnification, and maintenance of insurance covering Employee set out
in subparagraphs (a), (c), and (d) above are not in conflict with the
Certificate of Incorporation or bylaws of Company or with any validly existing
agreement or other proper corporation action of Company.
6. Termination and Severance
(a) Company may terminate this Agreement only for Cause. "Cause" shall mean
(i) final conviction of any felony involving moral turpitude and fraud; (ii) any
material breach by Employee of the provisions of Section 8 or 9 thereof; or
(iii) wilful misconduct. Any termination for Cause must be preceded by written
notice to Employee as to the conduct giving rise to the termination, and
Employee shall be given no less than thirty (30) days to cure the
circumstance(s) giving rise to the proposed termination for Cause if the reason
for termination is capable of cure. Further, there shall be no termination of
this Agreement for the reason set forth in clause (iii) unless such proposed
termination is first reviewed with, and then approved by, either of the CURAFLEX
alternate designees to the Company's Board of directors (C. Sage Givens or John
S. Chamberlain).
(b) Employee shall have the right to voluntarily terminate this Agreement
without cause at any time upon fifteen (15) days prior written notice.
(c) Company's obligation to provide and pay for Employee's health benefits
and life insurance benefits hereunder, as specified in Sections 3(d)(2) and
3(d)(4), and the car allowance, as specified in Section 4, shall continue for a
period of one (1) year following the effective date of termination of this
Agreement for any reason. Company's obligation to provide and pay for Employee's
vacation and disability benefits hereunder, as specified in Sections 3(d)(1) and
3(d)(3) shall cease upon the effective date of termination or expiration of this
Agreement, provided that if on such date Employee has qualified for disability
benefits under the policy mentioned in Section 3(d)(3), Employee shall be
entitled to continued disability benefits pursuant to the terms of such policy
following expiration or termination of this Agreement. Nothing herein shall
affect the Company's obligation to provide benefits as required by COBRA or any
other applicable federal or state law.
(d) In the event Employee terminates this Agreement within six (6) months
from the Effective Date, he shall not be entitled to any further Base Salary nor
shall he be eligible to receive any Incentive Compensation. In the event
Employee terminates this Agreement anytime after six (6) months from the
Effective Date, in addition to any other compensation to which Employee may be
entitled hereunder, Employee shall be entitled to his Base Salary for the
remainder of the Term, as if the Agreement had not been terminated, and to the
prorated portion of the Incentive Compensation if such Incentive Compensation
becomes payable.
(e) Upon the termination of this Agreement for any reason, except for
termination by the Company for cause, including expiration of the term of this
Agreement, then the Company shall pay to Employee the sum of two million five
hundred thousand dollars ($2,500,000), payable in thirty-six (36) equal monthly
installments commencing the first day of the calendar month after termination.
Such payment is made in
4
<PAGE> 5
consideration of the non-compete and non-solicitation provisions of Section 9.
In the event of any breach by Employee of the provisions of Section 9,
regardless of the enforceability thereof, the obligations of the Company to make
further payments under this Section 6(c) shall immediately terminate.
(f) For purposes of this Section 6, termination shall become effective upon
delivery of written notice thereof to Employee or Company, whichever is
applicable, pursuant to Section 11, or as otherwise is set forth in such notice.
(g) Company agrees that the position, duties, and responsibilities of
Employee are unique and, as a result, agrees that Employee shall have no duty to
mitigate damages upon termination or expiration of his employment hereunder for
any reason.
7. Certain Limitations on Timing of Payments.
(a) Notwithstanding any other provision of this Agreement, if the company,
pursuant to the opinion of its tax counsel, determines that payment of any
amount required to be paid to Employee pursuant to Sections 1 through 6 of this
Agreement would (if payment were made at the time specified in said Sections 1
through 6) result in disallowance of such amount as a deduction pursuant to
either Section 162(m) or Section 280(g) of the Internal Revenue code, as amended
(the "Code"), then, payment of such amount shall be postponed and payment
thereof shall be made in accordance with this Section 7; provided, however, that
nothing herein shall relieve the Company of its obligations to pay any amounts
due hereunder.
(b) Any amount which, as a result of the limitation in the preceding
sentence, is not payable at the time at which it would otherwise be required to
be paid (a "Postponed Payment"), shall be payable at the earliest time at which
(determined in accordance with the applicable provisions of the Code and the
regulations thereunder) payment will not result in the disallowance of such
amount as a deduction pursuant to either Section 162(m) or Section 280(G) of the
Code. Each Postponed Payment shall be placed in a trust substantially in the
form attached as Exhibit A to this Agreement.
(c) Company shall develop procedures to administer the provisions of this
Section 7. In any dispute relating to the payment of any Postponed Payment, the
prevailing party shall be entitled to receive attorneys' fees and related costs.
8. Confidentiality and Non-Disclosure of Information.
(a) Employee shall not, except as set forth in Section 8(c), during the
term of this Agreement or at any time thereafter, without Company's prior
written consent, use, divulge, furnish, release, or make accessible to anyone,
any knowledge or information with respect to any confidential or secret aspect
of the business, including but not limited to: Company's costs; supplier's
names, pricing, and terms; patient names and addresses and telephone numbers;
billing procedures and pricing of purchases; Company's business techniques,
computer programs and printouts; identity of prospective patients; confidential
information disclosed by Company's patients to Company; Company's banking
relationships, including the extent and terms of lines of credit and borrowing
costs; or other confidential information concerning the Company's business or
its employees.
(b) Employee recognizes that all records, patient lists, supplier lists,
material cost data, files, correspondence with patients and suppliers of
material and services, insurance companies, computer printouts, contracts,
reports, notes, business plans, compilations of other recorded matter, and
copies or reproductions thereof, relating to Company's operations and activities
and other information relating to Company's patients and suppliers, made or
received by employee in the course of his employment are the exclusive property
of Company and Employee holds and uses same as trustee for Company and subject
to Company's sole control and will deliver same to Company at the termination of
his employment, or earlier if so requested by Company. All of such information
which is lost or used by Employee outside the scope of his employment could
cause irreparable and continuing injury to Company's business for which there
may not be an adequate remedy at law.
5
<PAGE> 6
(c) Company and Employee agree that Employee shall have the right to
disclose confidential information during the term of this Agreement so long as
such use or disclosure is made in connection with Employee's duties hereunder,
for the benefit of the Company, and in furtherance of the Company's business.
For purposes of this Section 8, the term "Company" shall mean the Company
and its subsidiaries.
9. Non-Compete and Non-Solicitation.
(a) As an inducement to cause Company to enter into this Agreement,
Employee covenants and agrees that during his employment and, for a period of
three (3) years after he ceases to be employed by company, regardless of the
manner or cause of termination, except as limited in Section 9(f) below, he will
not be an employee, agent, director, stockholder, or owner (except of not more
than one percent (1%) of the securities of any publicly traded entity), partner,
consultant, financial backer, creditor, or be otherwise directly or indirectly
connected with or participate in the management, operation or control of any
business, firm, proprietorship, corporation, partnership, association, entity,
or venture engaged in the provision of a Restricted business, as defined below,
which has any place of business in any area of the United States which is within
a one hundred (100) mile radius of any location in which the Company or any of
its subsidiaries has a place of business. "Restricted Business" shall be defined
as follows:
(i) In the event this Agreement is terminated prior to the expiration
of six (6) months from the Effective Date, Restricted business shall be
mean any business in which CURAFLEX is engaged, directly or indirectly, at
the time of the Effective Date.
(ii) In the event this Agreement is terminated on or after the
expiration of six (6) months from the Effective Date or otherwise expires
by its terms, Restricted Business shall be mean any business in which the
Company or any of its subsidiaries is engaged, directly or indirectly, at
the time of such termination or expiration.
(b) As a further inducement to cause company to enter into this Agreement,
Employee covenants and agrees that all times during his employment and for three
(3) years subsequent to termination for any reason whatsoever, except as limited
in Section 9(f) below, Employee will not directly or indirectly, as principal,
agent, owner, partner, stockholder, officer, director, employee, independent
contractor, or consultant, or in any individual or representative capacity for
himself or on behalf of any business, firm, corporation, partnership,
association, or proprietorship, enter into any agreements with or solicit, or
directly or indirectly cause others to solicit, the employment of any officer of
key employee of the Company for the purpose of causing said officer or key
employee of Company to terminate employment with the Company; provided, however,
that nothing herein shall be construed to prohibit Employee from contracting
with, employing, or otherwise associating with any person who was not employed
by the Company within the six (6) months immediately prior thereto, so long as
no violation of this Section has occurred with respect to such person. For
purposes of this Section 9(b), the term "Company" shall also include the
Company's subsidiaries.
(c) It is understood by and between the parties that the foregoing
covenants set forth in Section 8 and Section 9 are essential elements of this
Agreement, and that, but for the agreement of Employee to comply with such
covenants, Company would not have entered into this Agreement. Such covenants by
Employee shall be construed as agreements independent of any other provision of
this Agreement and the existence of any claim or cause of action Employee may
have against Company whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by Company of these covenants.
(d) If Company fails to make any severance payments within twenty (20) days
after notice from Employee that such payment was due and not paid, unless such
nonpayment was due to any default by Employee, Company shall not be entitled to
enforce the provisions of this Section 9.
(e) The restrictions contained in this Section 9 shall not be applicable to
Employee in the event that this Agreement is terminated due to a material breach
by the Company of its obligations hereunder, or in the event the Company does
not make the payments required by Section 6(e) unless such nonpayment was due to
a default by Employee under this Section 9.
6
<PAGE> 7
(f) Employee acknowledges and agrees that Employer's remedies at law for a
breach or threatened breach of any of the provisions of this Section 9 would be
inadequate and, in recognition of this fact, Employee agrees that in the event
of such a breach of threatened breach, in addition to any remedies at law, the
Employer, without posting any bond, shall be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.
10. Severability. If any one or more of the provisions of this Agreement
should be ruled wholly or partly invalid or unenforceable by a court or other
government body of competent jurisdiction, then: (a) the validity and
enforceability of all provisions of this Agreement not ruled to be invalid or
unenforceable shall be unaffected; (b) the effect of the ruling shall be limited
to the jurisdiction of the court or other government body making the rule; (c)
the provision(s) held wholly or partly invalid or unenforceable shall be deemed
amended, and the court or other government body is authorized to reform the
provision(s), to the minimum extent necessary to render them valid and
enforceable in conformity with the parties' intent as manifested herein and a
provision having a similar economic effect shall be substituted; and (d) if the
ruling and/or the controlling principle of law or equity leading to the ruling,
is subsequently overruled, modified, or amended by legislative, judicial, or
administrative actin, then the provision(s) in question as originally set forth
in this Agreement shall be deemed valid and enforceable to the maximum extent
permitted by the new controlling principle of law or equity.
11. Notices. All notices, requests, demands, and other communications
provided for hereunder shall be in writing and shall be deemed to been duly
given if (i) delivered in person; (ii) given by prepaid telex or telegram, or by
facsimile or other instantaneous electronic transmission device; (iii) sent by
Federal Express or other nationally recognized overnight delivery service,
charges paid by the sender, or (iv) deposited in the United States mail, first
class, registered or certified, return receipt requested, with proper postage
prepaid, as follows:
11.1 If to Employee:
11.2 If to the Company:
Notices given pursuant to Section 11(i), (ii), and (iii) shall be
deemed received and effective upon receipt by the addressee thereof.
Notices given pursuant to Section 11(iv) shall be deemed received and effective
three (3) days after the date deposited in the mail.
12. Assignment of Agreement. This Agreement shall inure to the benefit of
Employee and Company and their respective successors and heirs. Neither party
may assign any rights or obligations hereunder to any person, firm or
corporation without the prior written consent of the other party. This Agreement
shall be personal to employee for all purposes. Any attempted assignment in
contravention of this Section shall be null and void and of no effect.
13. Entire Agreement. This Agreement contains the entire understanding
between the parties, and there are no agreements or understandings among the
parties with respect to Employee's employment by the Company and his obligations
except as set forth herein. Employee acknowledges that he is not relying upon
7
<PAGE> 8
any representations or warranties concerning his employment by Company except as
expressly set forth herein. No alteration or modification hereof shall be valid
except by a subsequent written instrument executed by the parties hereto. No
waiver by either party of any breach by the other party of any provision or
condition of this Agreement in one circumstance shall be deemed a waiver of said
provision or condition in any other circumstance or be deemed a waiver of any
other provision or condition.
14. Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Delaware, without reference to Delaware or any other
state's choice of laws, statutes or decisions.
15. Valid Obligation. This Agreement has been duly authorized, executed,
and delivered by Company and is a legal, valid, and binding obligation of
Company. This Agreement is a legal, valid and binding obligation of Employee.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original.
INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement on
the date and year first above written.
<TABLE>
<CAPTION>
CORAM HEALTHCARE CORPORATION CHARLES A. LAVERTY
<S> <C>
- - - - -------------------------------------------- --------------------------------------------
Signature Signature
- - - - --------------------------------------------
Print Name
- - - - --------------------------------------------
Title or Office
</TABLE>
8
<PAGE> 1
EXHIBIT 99.4 TO
REGISTRATION STATEMENT
ON FORM S-4
PROXY
MEDISYS, INC.
4550 WEST 77TH STREET
EDINA, MINNESOTA 55435
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes WILLIAM J. BRUMMOND and
DAVID J. BYRD, and each of them, jointly and severally, as proxies, with full
power of substitution, to vote all of the shares of Medisys Common Stock which
the undersigned is entitled to vote, at the Special Meeting of Shareholders of
Medisys, Inc., to be held on July 8, 1994, at 11:00 a.m., local time, at the
Holiday Inn International Airport, Three Appletree Square, Bloomington,
Minnesota, and at any adjournment thereof, in the transaction of any and all
business which may come before said meeting, as fully and with the same effect
as the undersigned might or could do if personally present for the matters set
forth on the reverse side.
Continued and to be signed on reverse side
SEE REVERSE SIDE
PLEASE MARK
VOTES AS IN THIS
EXAMPLE.
/X/THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. Proposal to approve the Agreement and Plan of Merger dated as of February 6, / / n n
1994, as amended, among T2 Medical, Inc., Curaflex Health Services, Inc.,
HealthInfusion, Inc., Medisys, Inc., Coram Healthcare Corporation (formerly
CHM Holding Corporation), T2 Acquisition Company, CHS Acquisition Company,
HII Acquisition Company and MI Acquisition Company.
2. Proposal to approve the Coram Healthcare Corporation 1994 Stock Option/Stock / / n n
Issuance Plan.
3. Proposal to approve the Coram Healthcare Corporation Employee Stock Purchase / / n n
Plan.
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR / /
ADDRESS CHANGE
AND NOTE AT LEFT
</TABLE>
Please sign exactly as name appears on
stock certificate. When shares are held
by joint tenants, both should sign. When
signing as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized persons.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE PREPAID ENVELOPE
<TABLE>
<S> <C>
Signature: Date
Signature: Date
</TABLE>
