UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ENVOY CORPORATION
(Name of Issuer)
Common Stock (no par value)
(Title of Class of Securities)
293982104
(CUSIP Number)
William E. Ford
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No. (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 30, 1999
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for the
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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 26 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 293982104 Page 2 of 26 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 25, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 293982104 Page 3 of 26 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 293982104 Page 4 of 26 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP No. 293982104 Page 5 of 26 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
This Amendment No. 1 to Schedule 13D (this "Statement") is filed by the
undersigned to amend and restate in its entirety the Schedule 13D, dated March
12, 1996 (the "Original 13D"), with respect to the shares of common stock, no
par value per share (the "Common Stock"), of Envoy Corporation, a Tennessee
corporation (the "Company"). This Statement is being filed as a result of the
acquisition of the Company by Quintiles Transnational Corp. on March 30, 1999 in
a merger transaction as more fully described in Item 4 below.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities of the Company to which
this statement relates is the Company's Common Stock. The address of the
principal executive offices of the Company is Two Lakeview Place, 15 Century
Boulevard, Suite 600, Nashville, Tennessee 37214.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The members of the group are General Atlantic
Partners 25, L.P., a Delaware limited partnership ("GAP 25"), GAP Coinvestment
Partners, L.P., a New York limited partnership ("GAP Coinvestment"), and General
Atlantic Partners, LLC, a Delaware limited liability company ("GAP LLC" and,
together with GAP 25 and GAP Coinvestment, the "Reporting Persons"), all of whom
are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the
Reporting Persons is engaged in acquiring, holding and disposing of interests in
various companies for investment purposes. The general partner of GAP 25 is GAP
LLC. The managing members of GAP LLC are Steven A. Denning, Peter L. Bloom, J.
Michael Cline, William E. Ford, William O. Grabe, David C. Hodgson and Franchon
M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members
are also the general partners of GAP Coinvestment. The business address of each
of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830,
and the present principal occupation or employment of each of the GAP Managing
Members is as a managing member of GAP LLC. Each of the GAP Managing Members is
a citizen of the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
CUSIP No. 293982104 Page 6 of 26 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The Original 13D was filed as a result of GAP 25 and GAP Coinvestment
entering into a Series B Convertible Preferred Stock Purchase Agreement, dated
November 30, 1995 (the "Stock Purchase Agreement"), with the Company and First
Union Capital Partners, Inc., a North Carolina corporation ("Capital Partners"),
whereby the Company sold, and GAP 25 and GAP Coinvestment purchased from the
Company, an aggregate of 2,800,000 shares, no par value per share, of Series B
Convertible Preferred Stock of the Company (the "Preferred Stock") in
consideration of an aggregate purchase price of $30,100,000, which was paid on
March 6, 1996, the closing date of such transaction. Each share of Preferred
Stock was convertible (subject to adjustment) into one share of Common Stock.
Accordingly, the 2,800,000 shares of Preferred Stock purchased by GAP 25 and GAP
Coinvestment pursuant to the Stock Purchase Agreement were convertible (subject
to adjustment) into 2,800,000 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
On March 30, 1999, pursuant to the Amended and Restated Plan of Merger,
dated as of December 15, 1998 (the "Merger Agreement"), among Quintiles
Transnational Corp., a North Carolina corporation ("Quintiles"), QELS Corp., a
Tennessee corporation and a wholly-owned subsidiary of Quintiles ("Merger Sub"),
and the Company, Merger Sub merged with and into the Company and the Company
became a wholly-owned subsidiary of Quintiles (the "Merger"). Upon the closing
of, and as a result of, the Merger, the 2,800,000 shares of Preferred Stock owed
by GAP 25 and GAP Coinvestment were converted into an aggregate of 3,264,764
shares, par value $.01 per share, of common stock of Quintiles (the "Quintiles
Common Stock"). Of such shares, GAP 25 owns 2,818,421 shares of Quintiles Common
Stock and GAP Coinvestment owns 446,378 shares of Quintiles Common Stock. The
Quintiles Common Stock owned by the Reporting Persons represents less than five
percent of the total number of shares of Quintiles Common Stock outstanding.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On the date hereof, as a result of the Merger, the Reporting
Persons beneficially own no shares of Common Stock or Preferred Stock of the
Company, or 0% of the Company's issued and outstanding shares of Common Stock
and Preferred Stock.
(b) None.
(c) None.
(d) No person other than those listed is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) On March 30, 1999, upon the closing of the Merger, the Reporting
Persons ceased to be the beneficial owner of more than five percent of the
Preferred Stock (or any equity securities) of the Company.
<PAGE>
CUSIP No. 293982104 Page 7 of 26 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER
On December 15, 1998, in connection with the execution of the Merger
Agreement, certain shareholders of the Company, including GAP 25 and GAP
Coinvestment, entered into a Stock Voting Agreement, dated as of December 15,
1998 (the "Stock Voting Agreement"), with Quintiles. Pursuant to the Stock
Voting Agreement, each of GAP 25 and GAP Coinvestment agreed, among other
things, to vote and otherwise act, with respect to all of its shares of
Preferred Stock, for the approval and adoption of the Merger Agreement and all
agreements related to the Merger. The Stock Voting Agreement is included as
Exhibit 1 to this Statement.
In addition, on December 15, 1998, in connection with the execution of
the Merger Agreement, certain shareholders of the Company, including GAP 25 and
GAP Coinvestment, also entered into an Affiliate Letter, dated December 15, 1998
(the "Affiliate Letter"), addressed to Quintiles. Pursuant to its Affiliate
Letter, each of GAP 25 and GAP Coinvestment agreed, among other things, that in
order to facilitate Quintiles' treatment of the Merger as a pooling of interests
for accounting purposes, it will not sell or in any other way reduce its risk
relative to any of its shares of Preferred Stock or Quintiles Common Stock
received in the Merger, during a period beginning on December 15, 1998 and
ending at such time as financial results (including combined sales and net
income) covering at least 30 days of post-Merger operations have been published
by Quintiles. The Affiliate Letter entered into by GAP 25 is included as Exhibit
2 to this Statement and the Affiliate Letter entered into by GAP Coinvestment is
included as Exhibit 3 to this Statement.
As noted in Item 2, the GAP Managing Members are authorized and
empowered to vote and dispose of the securities held by GAP Coinvestment, and
GAP LLC is authorized and empowered to vote and dispose of the securities held
by GAP 25. Accordingly, the GAP Managing Members coordinated the voting and
disposition of the Preferred Stock as well as such other action taken on behalf
of GAP 25 and GAP Coinvestment with respect to the Preferred Stock as they
deemed to be in the collective interests of GAP 25 and GAP Coinvestment.
<PAGE>
CUSIP No. 293982104 Page 8 of 26 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Voting Agreement, dated as of December 15, 1998, by
and between certain shareholders of the Company (including
General Atlantic Partners 25, L.P. and GAP Coinvestment
Partners, L.P.) and Quintiles Transnational Corp.
Exhibit 2: Affiliate Letter, dated December 15, 1998, from General
Atlantic Partners 25, L.P. to Quintiles Transnational
Corp.
Exhibit 3: Affiliate Letter, dated December 15, 1998, from GAP
Coinvestment Partners, L.P. to Quintiles Transnational
Corp.
Exhibit 4: Power of Attorney, dated December 30, 1998, appointing
Thomas J. Murphy Attorney-in-Fact for General Atlantic
Partners, LLC.
Exhibit 5: Power of Attorney, dated December 30, 1998, appointing
Thomas J. Murphy Attorney-in-Fact for Coinvestment
Partners, L.P.
<PAGE>
CUSIP No. 293982104 Page 9 of 26 Pages
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 7, 1999
GENERAL ATLANTIC PARTNERS 25, L.P.
By: General Atlantic Partners, LLC, its
General Partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-in-Fact
EXHIBIT 1
- ---------
STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT, dated as of December 15, 1998 (the
"AGREEMENT"), by and between certain shareholders of Envoy Corporation, a
Tennessee corporation (the "COMPANY"), listed on Schedule A attached hereto,
(each, a "SHAREHOLDER," and collectively, the "SHAREHOLDERS") and Quintiles
Transnational Corp., a North Carolina corporation ("PARENT").
WHEREAS, concurrently herewith, Parent, QELS Corp., a Tennessee
corporation and wholly owned subsidiary of Parent ("MERGER SUB"), and the
Company are entering into an Agreement and Plan of Merger of even date herewith
(as amended from time to time, the "MERGER AGREEMENT"), pursuant to which Merger
Sub will merge with and into the Company with the Company as the surviving
corporation (the "MERGER"); and
WHEREAS, each Shareholder owns as of the date hereof the number of
shares of Common Stock of the Company, no par value per share (the "COMMON
STOCK"), and/or shares of Series B Convertible Preferred Stock of the Company,
no par value per share (the "PREFERRED STOCK"), listed next to such
Shareholder's name on Schedule A attached hereto (all such shares of Common
Stock and Preferred Stock, together with any shares of Common Stock or Preferred
Stock acquired after the date hereof and prior to the termination hereof,
constituting such Shareholder's "SHARES"); and
WHEREAS, Parent and Merger Sub have entered into the Merger Agreement
in reliance on and in consideration of, among other things, each Shareholder's
representations, warranties, covenants and agreements hereunder.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:
1. VOTING.
1.1 AGREEMENT TO VOTE. Each Shareholder hereby revokes any and all
previous proxies with respect to such Shareholder's Shares and irrevocably
agrees to vote and otherwise act (including pursuant to written consent), with
respect to all of such Shareholder's Shares, for the approval and the adoption
of the Merger Agreement and all agreements related to the Merger and any actions
related thereto, and against any proposal or transaction which could prevent or
delay the consummation of the transactions contemplated by this Agreement or the
Merger Agreement, at any meeting or meetings of the shareholders of the Company,
and any adjournment, postponement or continuation thereof, at which the Merger
Agreement and other related agreements (or any amended version or versions
thereof) or such other actions are submitted for the consideration and vote of
the shareholders of the Company. The foregoing shall remain in effect with
respect to such Shareholder's Shares until the termination of this Agreement.
Each Shareholder shall execute such additional documents as Parent may
reasonably request to effectuate the foregoing.
1.2 WAIVER OF RIGHT TO DISSENT. Each of General Atlantic Partners 25,
L.P. and GAP Coinvestment Partners, L.P., each of which is a Shareholder (each a
"SERIES B SHAREHOLDER"), hereby acknowledges that it is entitled to exercise
dissenter's rights as provided in Section 4-23-101 et seq. of the Tennessee
Business Corporation Act (the "TBCA") in connection with the consideration of,
voting for and approval of the Merger by the shareholders of the Company. Each
Series B Shareholder, as a record and beneficial holder of Shares, hereby waives
irrevocably, as to all of its Shares, its right to dissent, notice of
dissenter's rights and all other rights arising under the provisions of the TBCA
with regard to dissenter's rights in connection with the Merger. Each Series B
<PAGE>
Shareholder acknowledges that the Company and Parent will rely on such
Shareholder's waiver of these rights arising under the TBCA, and agrees that the
Company will have no obligation to provide notice of dissenter's rights to such
Series B Shareholder or to take any other or further action concerning such
Series B Shareholder's dissenter's rights otherwise available under the TBCA in
connection with the Merger.
2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder
severally represents and warrants to Parent as follows:
2.1 OWNERSHIP OF SHARES. On the date hereof and as of the Effective
Time (as defined in the Merger Agreement), such Shareholder's Shares specified
on Schedule A are the only shares of Common Stock or Preferred Stock owned by
such Shareholder. Except as set forth on Schedule A, such Shareholder does not
have any rights to acquire any additional shares of Common Stock or Preferred
Stock. Such Shareholder currently has, and as of the Effective Time will have
(except with respect to Shares transferred in accordance with Section 3.2),
good, valid and marketable title to such Shareholder's Shares, free and clear of
all liens, encumbrances, restrictions, options, warrants, rights to purchase and
claims of every kind (other than the encumbrances created by this Agreement and
other than restrictions on transfer under applicable federal and state
securities laws).
2.2 AUTHORITY; BINDING AGREEMENT. Such Shareholder has the full legal
right, power and authority to enter into and perform all of such Shareholder's
obligations under this Agreement. The execution and delivery of this Agreement
by such Shareholder will not violate any other agreement to which such
Shareholder is a party, including, without limitation, any voting agreement,
shareholders' agreement or voting trust. This Agreement has been duly executed
and delivered by such Shareholder and constitutes a legal, valid and binding
agreement of such Shareholder, enforceable in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws now or hereafter in effect affecting
creditors' rights and remedies generally or general principles of equity.
Neither the execution and delivery of this Agreement nor the consummation by
such Shareholder of the transactions contemplated hereby will (i) violate, or
require any consent, approval or notice under any provision of any judgment,
order, decree, statute, law, rule or regulation applicable to such Shareholder
or such Shareholder's Shares or (ii) constitute a violation of, conflict with or
constitute a default under, any contract, commitment, agreement, understanding,
arrangement or other restriction of any kind to which such Shareholder is a
party or by which such Shareholder is bound.
2.3 RELIANCE ON AGREEMENT. Such Shareholder understands and
acknowledges that Parent and Merger Sub each are entering into the Merger
Agreement in reliance upon such Shareholder's execution, delivery and
performance of this Agreement. Such Shareholder acknowledges that the agreement
set forth in Section 1 is granted in consideration for the execution and
delivery of the Merger Agreement by Parent and Merger Sub.
3. NOTIFICATIONS. Each Shareholder shall, while this Agreement is in
effect, notify Parent promptly, but in no event later than two days, of any
shares of Common Stock or Preferred Stock acquired by such Shareholder after the
date hereof.
4. DELIVERY OF AFFILIATE LETTER. Contemporaneously with the execution
of this Agreement, each Shareholder shall execute and deliver to Parent on the
date hereof an Affiliate Letter substantially in the form attached hereto as
Exhibit A.
5. TERMINATION. This Agreement shall terminate on the earlier of (i)
the Effective Time or (ii) immediately upon the termination of the Merger
Agreement in accordance with its terms.
6. ACTION IN SHAREHOLDER CAPACITY ONLY. No Shareholder makes any
agreement or understanding herein as a director or officer of the Company;
rather, each Shareholder signs solely in such Shareholder's capacity as a record
holder and beneficial owner of such Shareholder's Shares, and nothing
<PAGE>
herein shall limit or affect any actions taken in such Shareholder's capacity as
an officer or director of the Company, including without limitation any action
taken in such Shareholder's capacity as a director or executive officer of the
Company consistent with the provisions in Section 6.2 of the Merger Agreement.
7. MISCELLANEOUS.
7.1 NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by next-day courier or telecopied (with confirmation of receipt)
to the parties at the addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that notices of a change of
address shall be effective only upon receipt thereof). Any such notice shall be
effective upon receipt, if personally delivered or telecopied or one day after
delivery to a courier for next-day delivery.
IF TO PARENT:
Quintiles Transnational Corp.
4709 Creekstone Drive, Suite 200
Durham, North Carolina 27703-8411
Attn: John S. Russell, Esq.
Fax Number: 919-998-2759
WITH A COPY TO:
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Attn: Gerald F. Roach, Esq.
Fax Number: 919-821-6800
IF TO A SHAREHOLDER:
to the address provided for such Shareholder on Schedule A
7.2 ENTIRE AGREEMENT. This Agreement, together with the documents
expressly referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties or any of them, with respect to the subject matter contained herein.
7.3 AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
7.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
personal representatives, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties.
7.5 GOVERNING LAW. This Agreement, and all matters relating hereto,
shall be governed by, and construed in accordance with the laws of the State of
Tennessee, without giving effect to the principles of conflicts of laws thereof.
7.6 INJUNCTIVE RELIEF; JURISDICTION. Each Shareholder agrees that
irreparable damage would occur and that Parent would not have any adequate
remedy at law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that Parent shall be entitled to an injunction or
injunctions to prevent breaches by
<PAGE>
any Shareholder of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States located in the
State of North Carolina or in any North Carolina state court (collectively, the
"COURTS"), this being in addition to any other remedy to which Parent may be
entitled at law or in equity. In addition, each of the parties hereto (i)
irrevocably consents to the submission of such party to the personal
jurisdiction of the Courts in the event that any dispute arises out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any of the Courts and (iii) agrees that such party
will not bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other the Courts.
7.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
7.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
* * * * * *
<PAGE>
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
Quintiles Transnational Corp.
By: /s/ Dennis B. Gillings
----------------------
Name: Dennis B. Gillings, Ph.D.
Title: Chief Executive Officer
SHAREHOLDERS
General Atlantic GAP Coinvestment
Partners 25, L.P. Partners, L.P.
By: /s/ WS Ford By: /s/ WS Ford
----------- -----------
Name: Name:
Title: Title:
/s/ Fred C. Goad /s/ WS Ford
- ---------------- -----------
Fred C. Goad, Jr. William E. Ford
/s/ Jim D. Kever /s/ W. Marvin Gresham
- ---------------- ---------------------
Jim D. Kever W. Marvin Gresham
/s/ Kevin M. McNamara /s/ Laurence E. Hirsch
- --------------------- ----------------------
Kevin M. McNamara Laurence E. Hirsch
/s/ Harlan F. Seymour /s/ Richard A. McStay
- --------------------- ---------------------
Harlan F. Seymour Richard A. McStay
<PAGE>
SCHEDULE A TO STOCK VOTING AGREEMENT
LIST OF SHAREHOLDERS
<TABLE>
<CAPTION>
NUMBER OF
EXISTING SHARES
---------------------------- RIGHTS TO STATUS AS
ACQUIRE COMPANY
NAME ADDRESS COMMON PREFERRED OTHER AFFILIATE
---- ------- STOCK STOCK SHARES ---------
----- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
1. General Atlantic Partners - 2,417,171 - Preferred
25, L.P. Shareholder
2. GAP Coinvestment - 382,829 - Preferred
Partners, L.P. Shareholder
3. Fred C. Goad, Jr. 325,886 1 - 610,000 Director &
Executive Officer
4. Jim D. Kever 401,154 - 545,000 Director &
Executive Officer
5. Kevin M. McNamara 588 - 195,000 Director &
Executive Officer
6. Harlan F. Seymour 2,000 - 127,000 Director &
Executive Officer
7. William E. Ford - - 6,000 Director
8. W. Marvin Gresham 186,547 - 14,000 Director
9. Laurence E. Hirsch 107,000 - 14,000 Director
10. Richard A. McStay 39,750 - 6,000 Director
- --------------------------
1 Includes 76,700 shares in a trust of which Mr. Goad is the trustee and the sole beneficiary.
</TABLE>
<PAGE>
EXHIBIT A TO STOCK VOTING AGREEMENT
AFFILIATE LETTER
----------------
EXHIBIT 2
- ---------
December 15, 1998
Quintiles Transnational Corp.
4709 Creekstone Drive, Suite 200
Durham, North Carolina 27703-8411
RE: Agreement and Plan of Merger dated as of December 15, 1998 (the
"Merger Agreement") among Quintiles Transnational Corp. ("Parent"),
QELS Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), and
Envoy Corporation (the "Company")
Gentlemen:
As a holder of shares of the Company's Common Stock and/or Series B
Convertible Preferred Stock, the undersigned is entitled to receive, in
connection with the merger of Merger Sub with and into the Company pursuant to
the Merger Agreement (the "MERGER"), certain shares of Common Stock, par value
$0.01 per share, of Parent ("PARENT COMMON STOCK"). The undersigned understands
that the undersigned may be deemed an "affiliate" of the Company within the
meaning of Rule 145 under the Securities Act of 1933, as amended (the "ACT").
The undersigned hereby represents to Parent that the undersigned will
not sell, offer to sell, or otherwise dispose of any shares of Parent Common
Stock received by the undersigned in connection with the Merger except (i) in a
transaction permitted by Rule 145 under the Act, (ii) pursuant to an effective
registration statement under the Act, or (iii) in a transaction which, in the
opinion of counsel reasonably satisfactory to Parent or as described in a
"no-action" letter from the staff of the Division of Corporate Finance of the
Securities and Exchange Commission, is not required to be registered under the
Act; and in the event of a sale or other disposition pursuant to Rule 145, the
undersigned will supply evidence reasonably satisfactory to Parent of compliance
with such Rule. The undersigned understands that Parent may instruct its
transfer agent to withhold the transfer of any securities disposed of by the
undersigned, but that any such withholding instructions will be released by
Parent upon the undersigned's satisfaction of any of the conditions set forth in
this paragraph.
<PAGE>
In order to facilitate Parent's treatment of the Merger as a pooling of
interests for accounting purposes, the undersigned agrees that the undersigned
will not sell or in any other way reduce the undersigned's risk relative to any
of the undersigned's shares of Common Stock and/or Series B Convertible
Preferred Stock of the Company, or of Parent Common Stock received by the
undersigned in connection with the Merger, during a period beginning on the date
of this letter and ending at such time as financial results (including combined
sales and net income) covering at least 30 days of post-Merger operations have
been published by Parent.
The undersigned further agrees and consents to the placement of the
following legend on the certificate representing the shares of Parent Common
Stock to be received by the undersigned in the merger:
This Certificate has been issued to or transferred to the
registered holder as a result of a transaction to which Rule 145 under
the Securities Act of 1933, as amended (the "Act"), applies and may not
be sold, transferred or otherwise disposed of except (i) in a
transaction permitted by Rule 145 under the Act, and as to which the
issuer has received reasonable satisfactory evidence of compliance with
Rule 145, or (ii) pursuant to an effective registration statement under
the Act, or (iii) in a transaction which, in the opinion of counsel
reasonably satisfactory to the issuer or as described in a "no-action"
letter from the staff of the Securities and Exchange Commission, is not
required to be registered under the Act.
If the provisions of Rule 145 under the Securities Act are amended to
eliminate restrictions applicable to the Parent Common Stock received by the
undersigned in connection with the Merger, or at the expiration of the
restricted period set forth in Rule 145(d), the undersigned understands Parent,
upon the undersigned's request, will promptly cause the certificates
representing the shares of Parent Common Stock issued to the undersigned in
connection with the Merger to be reissued free of any legend relating to the
restrictions set forth in Rule 145 upon receipt of an opinion of counsel
reasonably satisfactory to Parent to the effect that such legend may be removed.
The undersigned recognizes and agrees that Parent shall not be bound by
any attempted transfer, sale or other disposition of Parent Common Stock, and
Parent's transfer agent shall be given an appropriate stop transfer order and
shall not be required to register any such attempted transfer, sale or other
disposition, unless the transfer, sale or other disposition has been effected in
accordance with the restrictions described herein.
From and after the effective time of the Merger and for so long as
necessary in order to permit the undersigned to sell the undersigned's Parent
Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under
the Securities Act, the undersigned understands Parent will use reasonable
efforts to file on a timely basis all reports required to be filed by it
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and those referred to in Paragraph (c)(1) of Rule 144 under the
Securities Act (or, if applicable, Parent will use reasonable efforts to make
publicly available the information regarding itself referred to in Paragraph
(c)(2) of Rule 144).
<PAGE>
The undersigned recognizes and agrees that the foregoing provisions
also apply to (i) the undersigned's spouse, if that spouse has the same home as
the undersigned, (ii) any relative of the undersigned who has the same home as
the undersigned, (iii) any trust or estate in which the undersigned, such
spouse, and any such relative collectively own at least 10% beneficial interest
or of which any of the foregoing serves as trustee, executor, or in any similar
capacity, and (iv) any corporation or other organization in which the
undersigned, such spouse, and any such relative collectively own at least 10% of
any class of equity securities or of the equity interest.
* * * * * * * * * * * *
<PAGE>
[signature page to Affiliate's Letter]
Yours very truly,
/s/ WS Ford
-----------
Name: William E. Ford
Title:
(if applicable)
Dated: December 15, 1998
EXHIBIT 3
- ---------
December 15, 1998
Quintiles Transnational Corp.
4709 Creekstone Drive, Suite 200
Durham, North Carolina 27703-8411
RE: Agreement and Plan of Merger dated as of December 15, 1998 (the
"Merger Agreement") among Quintiles Transnational Corp. ("Parent"),
QELS Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), and
Envoy Corporation (the "Company")
Gentlemen:
As a holder of shares of the Company's Common Stock and/or Series B
Convertible Preferred Stock, the undersigned is entitled to receive, in
connection with the merger of Merger Sub with and into the Company pursuant to
the Merger Agreement (the "MERGER"), certain shares of Common Stock, par value
$0.01 per share, of Parent ("PARENT COMMON STOCK"). The undersigned understands
that the undersigned may be deemed an "affiliate" of the Company within the
meaning of Rule 145 under the Securities Act of 1933, as amended (the "ACT").
The undersigned hereby represents to Parent that the undersigned will
not sell, offer to sell, or otherwise dispose of any shares of Parent Common
Stock received by the undersigned in connection with the Merger except (i) in a
transaction permitted by Rule 145 under the Act, (ii) pursuant to an effective
registration statement under the Act, or (iii) in a transaction which, in the
opinion of counsel reasonably satisfactory to Parent or as described in a
"no-action" letter from the staff of the Division of Corporate Finance of the
Securities and Exchange Commission, is not required to be registered under the
Act; and in the event of a sale or other disposition pursuant to Rule 145, the
undersigned will supply evidence reasonably satisfactory to Parent of compliance
with such Rule. The undersigned understands that Parent may instruct its
transfer agent to withhold the transfer of any securities disposed of by the
undersigned, but that any such withholding instructions will be released by
Parent upon the undersigned's satisfaction of any of the conditions set forth in
this paragraph.
<PAGE>
In order to facilitate Parent's treatment of the Merger as a pooling of
interests for accounting purposes, the undersigned agrees that the undersigned
will not sell or in any other way reduce the undersigned's risk relative to any
of the undersigned's shares of Common Stock and/or Series B Convertible
Preferred Stock of the Company, or of Parent Common Stock received by the
undersigned in connection with the Merger, during a period beginning on the date
of this letter and ending at such time as financial results (including combined
sales and net income) covering at least 30 days of post-Merger operations have
been published by Parent.
The undersigned further agrees and consents to the placement of the
following legend on the certificate representing the shares of Parent Common
Stock to be received by the undersigned in the merger:
This Certificate has been issued to or transferred to the
registered holder as a result of a transaction to which Rule 145 under
the Securities Act of 1933, as amended (the "Act"), applies and may not
be sold, transferred or otherwise disposed of except (i) in a
transaction permitted by Rule 145 under the Act, and as to which the
issuer has received reasonable satisfactory evidence of compliance with
Rule 145, or (ii) pursuant to an effective registration statement under
the Act, or (iii) in a transaction which, in the opinion of counsel
reasonably satisfactory to the issuer or as described in a "no-action"
letter from the staff of the Securities and Exchange Commission, is not
required to be registered under the Act.
If the provisions of Rule 145 under the Securities Act are amended to
eliminate restrictions applicable to the Parent Common Stock received by the
undersigned in connection with the Merger, or at the expiration of the
restricted period set forth in Rule 145(d), the undersigned understands Parent,
upon the undersigned's request, will promptly cause the certificates
representing the shares of Parent Common Stock issued to the undersigned in
connection with the Merger to be reissued free of any legend relating to the
restrictions set forth in Rule 145 upon receipt of an opinion of counsel
reasonably satisfactory to Parent to the effect that such legend may be removed.
The undersigned recognizes and agrees that Parent shall not be bound by
any attempted transfer, sale or other disposition of Parent Common Stock, and
Parent's transfer agent shall be given an appropriate stop transfer order and
shall not be required to register any such attempted transfer, sale or other
disposition, unless the transfer, sale or other disposition has been effected in
accordance with the restrictions described herein.
From and after the effective time of the Merger and for so long as
necessary in order to permit the undersigned to sell the undersigned's Parent
Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under
the Securities Act, the undersigned understands Parent will use reasonable
efforts to file on a timely basis all reports required to be filed by it
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and those referred to in Paragraph (c)(1) of Rule 144 under the
Securities Act (or, if applicable, Parent will use reasonable efforts to make
publicly available the information regarding itself referred to in Paragraph
(c)(2) of Rule 144).
<PAGE>
The undersigned recognizes and agrees that the foregoing provisions
also apply to (i) the undersigned's spouse, if that spouse has the same home as
the undersigned, (ii) any relative of the undersigned who has the same home as
the undersigned, (iii) any trust or estate in which the undersigned, such
spouse, and any such relative collectively own at least 10% beneficial interest
or of which any of the foregoing serves as trustee, executor, or in any similar
capacity, and (iv) any corporation or other organization in which the
undersigned, such spouse, and any such relative collectively own at least 10% of
any class of equity securities or of the equity interest.
* * * * * * * * * * * *
<PAGE>
[signature page to Affiliate's Letter]
Yours very truly,
/s/ WS Ford
-----------
Name: William E. Ford
Title:
(if applicable)
Dated: December 15, 1998
EXHIBIT 4
- ---------
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
-----------------
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Limited Liability Company"), by its
Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Limited
Liability Company, as fully to all intents and purposes as a Managing Member
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done. This power of attorney
shall expire on December 31, 1999.
GENERAL ATLANTIC PARTNERS,LLC
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
EXHIBIT 5
- ---------
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
-----------------
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
