SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IDEON GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 59-3292312
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7596 CENTURION PARKWAY, JACKSONVILLE, FL 32256
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON STOCK NEW YORK STOCK EXCHANGE
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Securities to be registered pursuant to Section 12 (g) of the Act:
NONE
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. GENERAL INFORMATION.
(a) Ideon Group, Inc. ("Ideon"), a Delaware corporation, was incorporated
on December 29, 1994.
(b) Ideon's fiscal year ends on December 31.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Ideon's predecessor, SafeCard Services, Incorporated ("SafeCard"), a
Delaware corporation, had securities registered pursuant to Section 12 (b) and
12 (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
at the time of succession.
(b) Prior to the date of the succession, Ideon was a wholly-owned
subsidiary of SafeCard. Ideon, its wholly owned subsidiary, Ideon Merger Company
("IMC"), and SafeCard entered into a Plan of Reorganization and Agreement of
Merger dated as of January 23, 1995 (the "Reorganization Agreement"). At the
annual meeting of stockholders of SafeCard held on April 27, 1995, the
stockholders of SafeCard approved the Reorganization Agreement pursuant to which
(i) SafeCard became a wholly-owned subsidiary of Ideon; (ii) the shares of
common stock, $.01 par value, of SafeCard ("SafeCard Common Stock")
automatically were converted into an equal number of shares of common stock,
$.01 par value, of Ideon ("Ideon Common Stock"); and (iii) outstanding options
and other rights to purchase shares of SafeCard Common Stock were converted into
options or other rights to purchase the same number of shares of Ideon Common
Stock at the same exercise price and subject to the same conditions. In
addition, the stockholders approved the proposed capital structure of Ideon,
which consists of 90 million shares of Ideon Common Stock and 10 million shares
of preferred stock with such designations, rights, preferences and limitations
as determined by the Board of Directors at the time of issuance. The
reorganization did not result in any change in SafeCard's business, management,
operations or financial statements or any change in the percentage ownership of
each stockholder of SafeCard immediately prior to the reorganization in the
consolidated assets and liabilities of SafeCard.
Under the terms of the Reorganization Agreement, each outstanding stock
certificate theretofore representing shares of SafeCard Common Stock represents
the same number of shares of Ideon Common Stock until surrendered for
cancellation and exchange or transfer. Each outstanding certificate which, prior
to the consummation of the Reorganization, represented shares of SafeCard Common
Stock, will be deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of the Ideon Common Stock as though such
surrender had taken place.
<PAGE>
ITEM 3. SECURITIES TO BE REGISTERED.
Ideon is authorized to issue 90 million shares of Ideon Common Stock. As of
April 30, 1995, Ideon had 34,946,000 shares issued, of which 28,942,265 were
outstanding and 6,003,735 were held in treasury.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of Ideon's capital stock contained in Ideon's Registration
Statement on Form S-4 (Registration No. 33-58273) as filed with the Securities
and Exchange Commission as of March 28, 1995 under the heading "THE
REORGANIZATION; Description of Capital Stock" hereby is incorporated by
reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) No financial statements of Ideon need be filed because the capital
structure and balance sheet of Ideon immediately after the succession were
substantially the same as those of SafeCard.
(b) Exhibits.
(1) Plan of Reorganization and Agreement of Merger dated as of January 23,
1995 between SafeCard, Ideon and IMC, incorporated by reference to Appendix A of
SafeCard's 1995 definitive proxy statement which was included in Ideon's
Registration Statement on Form S-4 (No. 33-58273) filed as of March 28, 1995.
(2) SafeCard's 1995 definitive proxy statement, incorporated by reference
to Ideon's Registration Statement on Form S-4 (No.33-58273) filed as of March
28, 1995.
3(a) Ideon's Amended and Restated Certificate of Incorporation,
incorporated by reference to Appendix B of SafeCard's 1995 definitive proxy
statement which was included in Ideon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
3(b) Certificate of Amendment to Ideon's Amended and Restated Certificate
of Incorporation.
3(c) Ideon's By-Laws, incorporated by reference to Appendix B of SafeCard's
1995 definitive proxy statement which was included in Ideon's Registration
Statement on Form S-4 (No. 33-58273) filed as of March 28, 1995.
<PAGE>
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS
10(a) Form of Non-Qualified Stock Option Agreement dated August 30, 1989
with an outside director, incorporated by reference to Exhibit 10(a) of
SafeCard's Quarterly Report on Form 10-Q for its fiscal quarter ended July 31,
1989.
10(b) Form of Non-Qualified Stock Option Agreement dated October 16, 1991
with an outside director, incorporated by reference to Exhibit 10(n) of
SafeCard's Annual Report on Form 10-K for its fiscal year ended October 31,
1991.
10(c) Form of Non-Qualified 1991 Employee Stock Option Plan dated October
16, 1991 with twenty key employees, incorporated by reference to Exhibit 10(o)
of SafeCard's Annual Report on Form 10-K for its fiscal year ended October 31,
1991.
10(d) Board of Directors Resolution dated December 6, 1991 establishing a
non-employee director retirement plan, incorporated by reference to Exhibit
10(s) of SafeCard's Annual Report on Form 10-K for its fiscal year ended October
31, 1991.
10(e) Indemnification Agreements for certain of SafeCard's directors dated
October 2, 1992, incorporated by reference to Exhibit 10(x) of SafeCard's Annual
Report on Form 10-K for its fiscal year ended October 31, 1992.
10(f) Indemnification Agreements for two of SafeCard's directors dated
February 11, 1993 and September 1, 1993, incorporated by reference to Exhibit
10(ai) of SafeCard's Annual Report on Form 10-K for its fiscal year ended
October 31, 1993.
10(g) Forms of Non-Qualified Stock Option Agreements dated February 11,
1993 and September 1, 1993 with two outside directors, incorporated by reference
to Exhibit 10(aj) of SafeCard's Annual Report on Form 10-K for its fiscal year
ended October 31, 1993.
10(h) 1994 Long Term Stock-Based Incentive Plan, incorporated by reference
to SafeCard's 1993 definitive proxy statement.
10(i) Second Amendment to the 1994 Long Term Stock-Based Incentive Plan,
incorporated by reference to Exhibit 10(i) of SafeCard's Annual Report on Form
10-K for year ended October 31, 1994.
10(j) Employment Agreement, effective as of December 1, 1993, with Paul G.
Kahn, incorporated by reference to Exhibit 1 of SafeCard's Current Report on
Form 8-K filed on December 6, 1993.
10(k) Employment Agreement, effective as of February 1, 1994, with Francis
J. Marino, incorporated by reference to Exhibit 10(a) of SafeCard's Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 1994.
10(l) Amendment to Exhibit 3 of the Employment Agreement, effective as of
February 1, 1994, with Francis J. Marino, incorporated by reference to Exhibit
10(l) of SafeCard's Annual Report on Form 10-K for year ended October 31, 1994.
10(m) Employment Agreement as of May 2, 1994, with G. Thomas Frankland,
incorporated by reference to Exhibit 10(a) of SafeCard's Quarterly Report for
its fiscal quarter ended April 30, 1994.
10(n) Amendment to Exhibit 3 of the Employment Agreement, effective as of
May 2, 1994, with G. Thomas Frankland, incorporated by reference to Exhibit
10(n) of SafeCard's Annual Report on Form 10-K for the year ended October 31,
1994.
10(o) Indemnification Agreement as of April 7, 1994, with one outside
director, incorporated by reference to Exhibit 10(b) of SafeCard's Quarterly
Report for its fiscal quarter ended April 30, 1994.
10(p) Non-Qualified Stock Option Agreement as of April 7, 1994, with one
outside director, incorporated by reference to Exhibit 10(c) of SafeCard's
Quarterly Report for its fiscal quarter ended April 30, 1994.
10(q) Employment Agreement, effective as of September 14, 1994, with John
R. Birk, incorporated by reference to Exhibit 10(q) of SafeCard's Annual Report
of Form 10-K for the year ended October 31, 1994.
10(r) Amendment, effective as of January 1, 1995, to Employment Agreement
with John R. Birk, incorporated by reference to Exhibit 10(r) of SafeCard's
Annual Report on Form 10-K for the year ended October 31, 1994.
10(s) Form of Assignment and Amendment of Employment Agreement.
10(t) Executive Deferred Compensation Plan, incorporated by reference to
Exhibit 10(s) of SafeCard's Annual Report on Form 10-K for the year ended
October 31, 1994.
10(u) Amendment to Executive Deferred Compensation Plan.
10(v) Form of Executive Agreement with certain senior officers,
incorporated by reference to Exhibit 10(t) of SafeCard's Annual Report on Form
10-K for the year ended October 31, 1994.
10(w) Form of Amendment and Assignment of Executive Agreement.
10(x) Form of Non-Qualified Stock Option Agreement under the 1994 Long Term
Stock-Based Incentive Plan with certain officers of SafeCard, incorporated by
reference to Exhibit 10(u) of SafeCard's Annual Report on Form 10-K for the year
ended October 31, 1994.
10(y) Board of Directors' resolution dated January 24, 1995 reducing
benefit under the non-employee director retirement plan, incorporated by
reference to Exhibit 10(v) of Ideon's Registration Statement on Form S-4 (No.
33-58273) filed as of March 28, 1995.
10(z) Form of Indemnification Agreement with certain outside directors,
incorporated by reference to Exhibit 10(w) of Ideon's Registration Statement on
Form S-4 (No. 33-58273) filed as of March 28, 1995.
10(aa) Form of Amendment and Assignment of Indemnification Agreement with
certain outside directors.
OTHER MATERIAL CONTRACTS
10(ab) Termination Agreement dated as of May 26, 1994 with Steven J. Halmos
and Recision Agreement made and entered into as of June 9, 1994 with Steven J.
Halmos, incorporated by reference to Exhibit 10(e) of SafeCard's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31, 1994.
10(ac) Agreement with Citicorp (South Dakota), N.A., effective January 1,
1989, incorporated by reference to SafeCard's Form 8 Amendment No. 3, dated
November 10, 1989, to its Quarterly Report on Form 10-Q for its fiscal quarter
ended April 30, 1989.
10(ad) Second Amendment to Agreement with Citicorp (South Dakota), N.A.
dated March 31, 1992, incorporated by reference to Exhibit 10(b) of SafeCard's
Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 1992.
10(ae) Third Amendment to the Agreement with Citibank (South Dakota), N.A.,
dated August 30, 1993, incorporated by reference to Exhibit 10(ah) of SafeCard's
Annual Report on Form 10-K for its fiscal year ended October 31, 1993.
10(af) Agreement with Peter Halmos, dated November 1, 1988, regarding a
marketing license for credit information services, incorporated by reference to
Exhibit 10(e) of SafeCard's Annual Report on Form 10-K, for its fiscal year
ended October 31, 1988.
10(ag) First Amendment to Agreement, dated January 25, 1991, regarding
marketing license for credit information services, incorporated by reference to
Exhibit 10(m) of SafeCard's Annual Report on Form 10-K for its fiscal year ended
October 31, 1990.
10(ah) Letter Agreement dated January 27, 1992, between CreditLine
Corporation and SafeCard, incorporated by reference to Exhibit 10(q) of
SafeCard's Annual Report on Form 10-K for its fiscal year ended October 31,
1991.
10(ai) Confirmation Agreement with Peter Halmos and High Plains Capital
Corporation, CreditLine Corporation and SafeCard dated January 27, 1992,
incorporated by reference to Exhibit 10(r) of SafeCard's Annual Report on Form
10-K for its fiscal year ended October 31, 1991.
10(aj) Public Relations Consulting Agreement dated October 25, 1994 with
the Dilenschneider Group, Inc. and SafeCard, incorporated by reference to
Exhibit 10(ad) of SafeCard's Annual Report on Form 10-K for the year ended
October 31, 1994.
10(ak) Special Projects Public Relations Consulting Agreement dated
December 14, 1994 with the Dilenschneider Group, Inc., incorporated by reference
to Exhibit 10(ae) of SafeCard's Annual Report on Form 10-K for the year ended
October 31, 1994.
21 Subsidiaries of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
IDEON GROUP, INC.
Date: May 5, 1995 By: /s/Paul G. Kahn
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Paul G. Kahn
Chairman & Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX PAGINATION BY SEQUENTIAL
NUMBERING SYSTEM
<S> <C>
1 Plan of Reorganization and Agreement of Merger Incorporated by reference to Appendix
dated January 23,1995 between SafeCard, Ideon A of SafeCard's 1995 definitive proxy
and IMC. statement which was included in
Ideon's Registration Statement on
Form S-4 (No. 33-58273) filed as of
March 28, 1995.
2 SafeCard's 1995 definitive proxy statement. Incorporated by reference to Ideon's
Registration Statement on Form S-4
(No. 33-58273) filed as of March
28, 1995.
3(a) Ideon's Amended and Restated Certificate of Incorporated by reference to Appendix
Incorporation. B of SafeCard's 1995 definitive proxy
statement which was included in Ideon's
Registration Statement on Form S-4
(No. 33-58273) filed as of March 28,
1995.
3(b) Certificate of Amendment to Ideon's Amended 15-16
and Restated Certificate of Incorporation.
3(c) Ideon's By-laws. Incorporated by reference to Appendix
B of SafeCard's 1995 definitive proxy
statement which was included in Ideon's
Registration Statement on Form S-4
(No. 33-58273) filed as of March 28,
1995.
<CAPTION>
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS
<S> <C>
10(a) Form of Non-Qualified Stock Option Incorporated by reference to Exhibit
Agreement dated August 30, 1989 with an 10(a) of SafeCard's Quarterly Report
outside director. on Form 10-Q for its fiscal quarter
ended July 31, 1989.
10(b) Form of Non-Qualified Stock Option Incorporated by reference to Exhibit
Agreement dated October 16, 1991 with an 10(n) of SafeCard's Annual Report
outside director. on Form 10-K for its fiscal year ended
October 31, 1991.
10(c) Form of Non-Qualified 1991 Employee Incorporated by reference to Exhibit
Stock Option Plan dated October 16, 1991 10(o) of SafeCard's Annual Report on
with twenty key employees. Form 10-K for its fiscal year ended
October 31, 1991.
10(d) Board of Directors Resolution dated Incorporated by reference to Exhibit
December 6, 1991 establishing a non- 10(s) of SafeCard's Annual Report on
employee director retirement plan. Form 10-K for its fiscal year ended
October 31, 1991.
10(e) Indemnification Agreements for certain of Incorporated by reference to Exhibit
SafeCard's directors dated October 2, 1992. 10(x) of SafeCard's Annual Report on
Form 10-K for its fiscal year ended
October 31, 1992.
10(f) Indemnification Agreements for two of Incorporated by reference to Exhibit
SafeCard's directors dated February 11, 1993 10(ai) of SafeCard's Annual Report
and September 1, 1993. on Form 10-K for its fiscal year ended
October 31, 1993.
10(g) Forms of Non-Qualified Stock Option Incorporated by reference to Exhibit
Agreements dated February 11, 1993 and 10(aj) of SafeCard's Annual Report on
September 1, 1993 with two outside directors. Form 10-K for its fiscal year ended
October 31, 1993.
10(h) 1994 Long Term Stock-Based Incentive Plan. Incorporated by reference to SafeCard's
1993 definitive proxy statement.
10(i) Second Amendment to the 1994 Long Term Incorporated by reference to Exhibit
Stock-Based Incentive Plan. 10(i) of SafeCard's Annual Report
on Form 10-K for its fiscal year
ended October 31, 1994.
10(j) Employment Agreement, effective as of Incorporated by reference to Exhibit 1
December 1, 1993, with Paul G. Kahn. of SafeCard's Current Report on Form 8-K
filed on December 6, 1993.
10(k) Employment Agreement, effective as of Incorporated by reference to Exhibit 10(a)
February 1, 1994, with Francis J. Marino. SafeCard's Quarterly Report on Form
10-Q for the fiscal quarter ended January
31, 1994.
10(l) Amendment to Exhibit 3 of the Employment Incorporated by reference to Exhibit
Agreement, effective as of February 1, 1994, 10(l) of SafeCard's Annual Report
with Francis J. Marino. on Form 10-K for its fiscal year
ended October 31, 1994.
10(m) Employment Agreement as of May 2, 1994, Incorporated by reference to Exhibit
with G. Thomas Frankland. 10(a) of SafeCard's Quarterly Report
for its fiscal quarter ended April 30,
1994.
10(n) Amendment to Exhibit 3 of the Employment Incorporated by reference to Exhibit
Agreement, effective as of May 2, 1994, with 10(n) of SafeCard's Annual Report on
G. Thomas Frankland. Form 10-K for its fiscal year ended
October 31, 1994.
10(o) Indemnification Agreement as of April 7, 1994, Incorporated by reference to Exhibit
with one outside director. 10(b) of SafeCard's Quarterly Report
for its fiscal quarter ended April 30,
1994.
10(p) Non-Qualified Stock Option Agreement as of Incorporated by reference to Exhibit
April 7, 1994, with one outside director. 10(c) of SafeCard's Quarterly Report
for its fiscal quarter ended April 30,
1994.
10(q) Employment Agreement, effective as of Incorporated by reference to Exhibit
September 14, 1994, with John R. Birk. 10(q) of SafeCard's Annual Report on
Form 10-K for its fiscal year ended
October 31, 1994.
10(r) Amendment, effective as of January 1, 1995, to Incorporated by reference to Exhibit
Employment Agreement with John R. Birk. 10(r) of SafeCard's Annual Report on
Form 10-K for its fiscal year ended
October 31, 1994.
10(s) Form of Assignment and Amendment of 17
Employment Agreement.
10(t) Executive Deferred Compensation Plan. Incorporated by reference to Exhibit
10(s) of SafeCard's Annual Report
on Form 10-K for its fiscal
year ended October 31, 1994.
10(u) Amendment to Executive Deferred Compensation 18
Plan.
10(v) Form of Executive Agreement with certain Incorporated by reference to Exhibit
senior officers. 10(t) of SafeCard's Annual Report
on Form 10-K for its fiscal year ended
October 31, 1994.
10(w) Form of Amendment and Assignment of 19
Executive Agreement.
10(x) Form of Non-Qualified Stock Option Agreement Incorporated by reference to Exhibit
under the 1994 Long Term Stock-Based Incentive 10(u) of SafeCard's Annual Report
Plan with certain officers of SafeCard. on Form 10-K for its fiscal year
ended October 31, 1994.
10(y) Board of Directors' Resolution dated January Incorporated by reference to Exhibit
24, 1995 reducing benefit under the non- 10(v) of Ideon's Registration Statement
employee directors retirement plan. on Form S-4 (No. 33-58273) filed as
of March 28, 1995.
10(z) Form of Indemnification Agreement with Incorporated by reference to
certain outside directors. Exhibit 10(w) of Ideon's Registration
Statement on Form S-4 (No. 33-58273)
filed as of March 28, 1995.
10(aa) Form of Amendment and Assignment of 20
Indemnification Agreement with certain outside
directors.
<CAPTION>
OTHER MATERIAL CONTRACTS
<S> <C>
10(ab) Termination Agreement dated as of May 26, Incorporated by reference to Exhibit
1994 with Steven J. Halmos and Recision 10(e) of SafeCard's Quarterly Report
Agreement made and entered into as of June 9, on Form 10-Q for the fiscal quarter
1994 with Steven J. Halmos. ended July 31, 1994.
10(ac) Agreement with Citicorp (South Dakota), N.A., Incorporated by reference to SafeCard's
effective January 1, 1989. Form 8 Amendment No. 3, dated November 10,
1989, to its Quarterly Report on Form 10-Q
for its fiscal quarter ended April 30, 1989.
10(ad) Second Amendment to Agreement with Incorporated by reference to Exhibit
Citicorp (South Dakota), N.A. dated March 31, 10(b) of SafeCard's Quarterly Report
1992. on Form 10-Q for its fiscal quarter
ended April 30, 1992.
10(ae) Third Amendment to the Agreement with Incorporated by reference to Exhibit
Citibank (South Dakota), N.A., dated August 30, 10(ah) of SafeCard's Annual Report
1993. on Form 10-K for its fiscal
year ended October 31, 1993.
10(af) Agreement with Peter Halmos, dated November Incorporated by reference to Exhibit
1, 1988, regarding a marketing license for credit 10(e) of SafeCard's Annual Report on
information services. Form 10-K for its fiscal year ended
October 31, 1988.
10(ag) First Amendment to Agreement, dated January Incorporated by reference to Exhibit
25, 1991, regarding marketing license for credit 10(m) of SafeCard's Annual Report
information services. on Form 10-K for its fiscal year ended
October 31, 1990.
10(ah) Letter Agreement dated January 27, 1992, Incorporated by reference to Exhibit
between CreditLine Corporation and SafeCard. 10(q) of SafeCard's Annual Report on
Form 10-K for its fiscal year ended
October 31, 1991.
10(ai) Confirmation Agreement between Peter Halmos, Incorporated by reference to Exhibit
High Plains Capital Corporation, CreditLine 10(r) of SafeCard's Annual Report on
Corporation and SafeCard dated January 27, Form 10-K for its fiscal year ended
1992. October 31, 1991.
10(aj) Public Relations Consulting Agreement dated Incorporated by reference to Exhibit
October 25, 1994 between the Dilenschneider 10(ad) of SafeCard's Annual Report on
Group, Inc. and SafeCard. Form 10-K for its fiscal
year ended October 31, 1994.
10(ak) Special Projects Public Relations Consulting Incorporated by reference to Exhibit
Agreement dated December 14, 1994 between 10(ae) of SafeCard's Annual Report
SafeCard and the Dilenschneider Group, Inc. on Form 10-K for its fiscal year ended
October 31, 1994.
21 Subsidiaries of the Registrant. 21
</TABLE>
EXHIBIT 3(B)
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Ideon Group, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY
CERTIFY:
FIRST: that ARTICLE FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation is amended to read as follows:
"FOURTH: The number of shares of stock which the Corporation is authorized
to issue is Ninety Million (90,000,000) common shares, having a par value of
($.01) per share ("Common Stock") and Ten Million (10,000,000) shares of
preferred stock, having a par value of ($.01) per share ("Preferred Stock"). The
Board of Directors is authorized, at any time or from time to time, to issue
Preferred Stock and (1) to divide the shares of Preferred Stock into series; (2)
to determine the designation for any such series by number, letter, or title
that shall distinguish such series from any other series of Preferred Stock; (3)
to determine the number of shares in any such series (including a determination
that such series shall consist of a single share); and (4) to determine with
respect to the shares of any series of Preferred Stock the following:
(a) the rate at which dividends, if any, on the shares of such series shall
be declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, noncumulative or partially cumulative, whether
the shares of such series shall be entitled to any participating or other
dividends in addition to dividends at the rate so determined, and if so on what
terms, and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(b) the right, if any, of the Corporation to redeem shares of such series
and, if redeemable, the price, terms and manner of such redemption;
(c) the special and relative rights and preferences, if any, and the amount
or amounts per share, which the shares of such series shall be entitled to
receive upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation;
(d) the terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the Corporation, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
(e) the obligation, if any, of the Corporation to retire or purchase shares
of such series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligation;
(f) the voting rights, if any, of shares of such series; provided, however,
that the holders of shares of Preferred Stock will not be entitled to more than
one vote per share when voting as a class with the holders of shares of Common
Stock;
(g) the limitations, if any, on the issuance of additional shares of such
series or any shares of any other series of the Preferred Stock; and
(h) such other preferences, powers, qualifications, and special or relative
rights and privileges as shall be stated in the vote or votes providing for the
establishment of such series of Preferred Stock."
SECOND: that this amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation has executed this Certificate of Amendment on this 28th day of
April, 1995.
IDEON GROUP, INC.
By: /s/ Paul G. Kahn
----------------------------
Paul G. Kahn
Chairman and Chief Executive Officer
EXHIBIT 10(S)
ASSIGNMENT OF AND
SECOND AMENDMENT TO
THE EMPLOYMENT AGREEMENT BETWEEN
SAFECARD SERVICES, INCORPORATED
AND
----------------------
WHEREAS, on April 27, 1995, the stockholders of the Company approved a
reorganization pursuant to which SafeCard Services, Incorporated ("SafeCard")
became a wholly owned subsidiary of Ideon Group, Inc. ("Ideon"), effective as of
10:00 am on April 28, 1995; and
WHEREAS, upon the effectiveness of the reorganization, the Boards of
Directors of both Ideon and SafeCard approved an assignment of the Employment
Agreement between SafeCard and dated as of from SafeCard to Ideon.
---------------
NOW THEREFORE, to effectuate the intent of the foregoing, the Employment
Agreement between SafeCard and hereby is assigned by
--------------------
SafeCard to Ideon and amended so that all references to SafeCard Services,
Incorporated are changed to Ideon Group, Inc., and all obligations of
SafeCard under such Employment Agreement hereby are assumed by Ideon.
IN WITNESS WHEREOF, this document has been executed this 28th day of April,
1995.
SAFECARD SERVICES, INCORPORATED
By:
-------------------------------------
Robert M. Frechette
President and Chief Executive Officer
IDEON GROUP, INC.
By:
-------------------------------------
Paul G. Kahn
Chairman and Chief Executive Officer
-------------------------------------
[Executive]
<PAGE>
EXHIBIT 10(U)
ASSIGNMENT OF AND
AMENDMENT TO
THE SAFECARD SERVICES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, on April 27, 1995, the stockholders of the Company approved a
reorganization pursuant to which SafeCard Services, Incorporated ("SafeCard")
became a wholly owned subsidiary of Ideon Group, Inc. ("Ideon"), effective as of
10:00 am on April 28, 1995; and
WHEREAS, upon the effectiveness of the reorganization, the Boards of
Directors of both SafeCard and Ideon approved an assignment of the SafeCard
Services, Inc. Executive Deferred Compensation Plan between SafeCard and the
Participants as defined under the Agreement dated as of December 1, 1993 from
SafeCard to Ideon.
NOW THEREFORE, to effectuate the intent of the foregoing, the SafeCard
Services, Inc. Executive Deferred Compensation Plan hereby is assigned be
SafeCard to Ideon and amended so that all references to SafeCard Services,
Incorporated are changed to Ideon Group, Inc., and all obligations of SafeCard
under such Executive Deferred Compensation Plan hereby are assumed by Ideon.
IN WITNESS WHEREOF, this amendment has been executed this 28th day of April,
1995.
SAFECARD SERVICES, INCORPORATED IDEON GROUP, INC.
By: /s/ Robert M. Frechette By:/s/ Susan R. Gottesmann
------------------------------------- ---------------------------
Robert M. Frechette Susan R. Gottesmann
President and Chief Executive Officer Senior Vice President
/s/ Paul G. Kahn /s/ Francis J. Marino
------------------------------------- ---------------------------
Paul G. Kahn Francis J. Marino
/s/ G. Thomas Frankland /s/ John R. Birk
------------------------------------- ---------------------------
G. Thomas Frankland John R. Birk
<PAGE>
EXHIBIT 10(W)
ASSIGNMENT OF AND
AMENDMENT TO
THE EXECUTIVE AGREEMENT BETWEEN
SAFECARD SERVICES, INCORPORATED
AND
----------------------
WHEREAS, on April 27, 1995, the stockholders of the Company approved a
reorganization pursuant to which SafeCard Services, Incorporated ("SafeCard")
became a wholly owned subsidiary of Ideon Group, Inc. ("Ideon"), effective as of
10:00 am on April 28, 1995; and
WHEREAS, upon the effectiveness of the reorganization, the Board of
Directors approved an assignment of the Executive Agreement between SafeCard and
dated as of from SafeCard to Ideon.
- -------------------------- -----------------
NOW THEREFORE, to effectuate the intent of the foregoing, the Executive
Agreement between SafeCard and hereby is assigned by
---------------------
SafeCard to Ideon and amended so that all references to SafeCard Services,
Incorporated are changed to Ideon Group, Inc., and all obligations of
SafeCard under such Executive Agreement hereby are assumed by Ideon.
IN WITNESS WHEREOF, this document has been executed this 28th day of April,
1995.
SAFECARD SERVICES, INCORPORATED
By:
-------------------------------------
Robert M. Frechette
President and Chief Executive Officer
IDEON GROUP, INC.
By:
-------------------------------------
Paul G. Kahn
Chairman and Chief Executive Officer
------------------------------------
[Executive]
<PAGE>
EXHIBIT 10(AA)
ASSIGNMENT OF AND
AMENDMENT TO
THE INDEMNITY AGREEMENT BETWEEN
SAFECARD SERVICES, INCORPORATED
AND
----------------------
WHEREAS, on April 27, 1995, the stockholders of the Company approved a
reorganization pursuant to which SafeCard Services, Incorporated ("SafeCard")
became a wholly owned subsidiary of Ideon Group, Inc. ("Ideon"); and
WHEREAS, on April 27, 1995, the Board of Directors approved an assignment of
the Indemnity Agreement between SafeCard and dated as of
-------------------------
from SafeCard to Ideon.
- -----------------------
NOW THEREFORE, to effectuate the intent of the foregoing, the Indemnity
Agreement between SafeCard and hereby is assigned by
-----------------------
SafeCard to Ideon and amended so that all references to SafeCard Services,
Incorporated are changed to Ideon Group, Inc., and all obligations of
SafeCard under such Indemnity Agreement hereby are assumed by Ideon.
IN WITNESS WHEREOF, this document has been executed this 28th day of April,
1995.
SAFECARD SERVICES, INC.
By:
------------------------------------
Robert M. Frechette
President and Chief Executive Officer
IDEON GROUP, INC.
By:
-------------------------------------
Paul G. Kahn
Chairman and Chief Executive Officer
-------------------------------------
Indemnitee
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Wright Express Corporation
National Leisure Group, Inc.
SafeCard Services, Incorporated
Family Protection Network, Inc.
SafeCard Travel Services, Inc.
Ideon Marketing and Services Company
SafeCard Services Insurance Company
