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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to ____________________.
Commission File Number: 0-31014
HEALTHEXTRAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-2181356
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
2273 Research Blvd., Rockville, Maryland 20850
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 548-2900
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Former name, former address and former
fiscal year, if changed since last report: Not Applicable
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to 12(g) of the Act: Common Stock, $0.01
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par value
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A.
The number of shares of Common Stock, par value $0.01 per share,
outstanding on April 27, 2001 was 29,186,157. As of April 27, 2001, assuming as
fair value the last sale price of $7.84 per share on The Nasdaq Stock Market,
the aggregate fair value of shares held by non-affiliates was approximately
$63,383,500.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth certain information with respect to the
directors and executive officers of the Company as of April 30, 2001.
NAME AGE POSITION DIRECTOR
SINCE
- --------------------------------------------------- ------- ------------------------------------------ ----------
NOMINEES FOR TERMS EXPIRING IN 2004
William E. Brock 70 Director 2000
Edward S. Civera 50 Director 2000
Karen E. Shaff(1) 46 Director 1999
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2002
David T. Blair(2) 31 Chief Executive Officer and Director 1999
Thomas J. Graf(1) 52 Director 1999
Frederick H. Graefe, Esq. 57 Director 2000
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2003
Bette B. Anderson 72 Director 2000
Thomas L. Blair(2) 56 Chairman of the Board 1999
Julia M. Lawler(1) 41 Director 1999
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(1) Ms. Lawler, Ms. Shaff and Mr. Graf may be considered nominees of Principal Mutual Holding Company.
(2) Thomas L. Blair is the father of David T. Blair.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Marshall J. Coleman 44 Chief Marketing Officer
Michael P. Donovan 42 Chief Financial Officer
Kevin R. Mauk 37 Chief Operating Officer
BIOGRAPHICAL INFORMATION OF DIRECTORS
BETTE B. ANDERSON has served as Vice Chairman of Kelly, Anderson, Pethick
and Associates, management consultants, since 1995. She served as its President
from 1989 through 1995. Ms. Anderson has served on the Board of Directors for
ITT Corporation, ITT Educational Services, ITT Hartford Insurance and American
Banknote Corp. She is Chairman of the United States Treasury Historical
Association and the Advisory Council of the Girl Scouts of the United States of
America. Previously, Ms. Anderson served as Under Secretary of the United States
Department of the Treasury and prior to that, she was Senior Vice President in
charge of credit administration for the Citizens and Southern National Bank of
Savannah, Georgia.
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THOMAS L. BLAIR is the founder of HealthExtras and its predecessors. Mr.
Blair served as Chairman and Chief Executive Officer or Co-Chief Executive
Officer of United Payors & United Providers, Inc. from January 1995 until its
acquisition by BCE Emergis, Inc. in March 2000. Subsequently, Mr. Blair has
served as a consultant to BCE Emergis. Mr. Blair founded America's Health Plan,
Inc. in 1989 and served as its President and Chief Executive Officer from 1989
to 1992. From 1992 to 1995, Mr. Blair was President of Initial Managers &
Investors, Inc., which business was contributed to United Payors & United
Providers. From 1977 until 1988, Mr. Blair was a principal of Jurgovan & Blair,
Inc., which developed and managed health maintenance organizations. Mr. Blair is
also a director of Coventry Health Care, Inc.
DAVID T. BLAIR joined a predecessor of HealthExtras in July of 1997 as
Chief Financial Officer. From 1995 to 1997, prior to joining HealthExtras, Mr.
Blair was the Finance Manager of United Payors & United Providers. At United
Payors & United Providers, Mr. Blair focused his efforts on its initial public
offering and several strategic acquisitions. In 1994, Mr. Blair co-founded and
was President of Continued Health Care Benefit Program, which markets healthcare
benefits to individuals leaving the United States armed forces. In 1995, this
program was merged into United Payors & United Providers. From 1991 to 1994, Mr.
Blair worked in corporate finance and new business development for Kelly,
Anderson, Pethick and Associates, a management consulting firm.
WILLIAM E. BROCK has served as Senior Counsel and Trustee of the Center
for Strategic and International Studies in Washington, D.C. since 1994 and is
Chairman of Bridges Learning Systems, Inc. From 1988 to 1994, Mr. Brock served
as Chairman of the Brock Group, a consulting firm. From 1988 to 1991, he served
as the Chairman of the National Endowment for Democracy. From 1985 to 1987, he
served as the United States Secretary of Labor and from 1981 to 1985, he was a
United States Trade Representative. Mr. Brock has also served for eight years as
a member of the United States House of Representatives and for six years as a
member of the United States Senate. Mr. Brock is a director of On Assignment,
Inc.
EDWARD S. CIVERA is currently a merger and acquisition consultant. From
1997 to 2000, Mr. Civera served as President, Chief Operating Officer and in
1999 Co-Chief Executive Officer of United Payors & United Providers. Prior to
joining United Payors & United Providers, Mr. Civera was a managing partner with
PricewaterhouseCoopers LLP, where he served for 25 years.
THOMAS J. GRAF joined Principal Life Insurance Company, the operating,
wholly owned, subsidiary of Principal Mutual Holding Company in 1972 and since
1994, has served as its Senior Vice President. Mr. Graf is also a director of
Coventry Health Care, Inc.
FREDERICK H. GRAEFE, ESQ. was appointed to the Board of Directors on
December 6, 2000. He has been a partner in the Washington, D.C. office of Baker
& Hostetler, L.L.P. since 1988. From 1980 to 1987 he was a partner at Finley,
Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey. He worked for Howrey
& Simon from 1975 and 1979 after serving a two year clerkship for the Honorable
Howard F. Corcoran, United States District Judge.
JULIA M. LAWLER joined Principal Life Insurance Company in 1984 and
since 2000 has served as the President of its Real Estate Equity Group. Between
1995 and 2000, she served as Director, Capital Markets. Between 1993 and May
1995, Ms. Lawler served as an officer of Principal Life Insurance Company in
various other capacities, including Executive Advisor to the President. Ms.
Lawler is also a director of Principal Holding Company.
KAREN E. SHAFF is a Senior Vice President and General Counsel for
Principal Life Insurance Company. She joined Principal Life Insurance Company in
1982 and held several positions within its law department until being named Vice
President and Associate General Counsel in 1995. In 1999, she
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became a Senior Vice President and Deputy General Counsel, a position she held
until being named to her current position in 2000.
BIOGRAPHICAL INFORMATION OF EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
MARSHALL J. COLEMAN joined HealthExtras in 1999 as Vice President of
Marketing. Mr. Coleman has over fifteen years experience in marketing
communications, brand and business development. From 1994 to 1999, Mr. Coleman
worked for America Online as Senior Manager of Marketing Communication, Manager
of Programming and Promotions and Manager of Business Development. Subsequent to
December 31, 2000, Mr. Coleman has become a consultant to the Company.
MICHAEL P. DONOVAN joined HealthExtras in April 1999 as the Chief
Financial Officer. From early 1998 until early 1999, Mr. Donovan was engaged in
a variety of technology and business development activities for HealthExtras.
From 1992 to 1997, Mr. Donovan served as Senior Vice President of Business and
Technology Development for PHP Healthcare Corporation. From 1989 to 1992, Mr.
Donovan served as Chief Financial Officer of Direct Health, Inc. Prior to that,
Mr. Donovan was a Senior Manager for KPMG, LLP, then KPMG Peat Marwick,
responsible for a variety of technology and health care clients.
KEVIN R. MAUK joined HealthExtras in July 2000 and became Chief Operating
Officer in September 2000. Between 1998 and 2000, Mr. Mauk was the President of
NAQS, Inc., a Maryland-based Internet services provider. Between 1990 and 1998,
Mr. Mauk held several positions, including Senior Vice President, Information
Technology at Mid-Atlantic Medical Services, Inc., a managed care company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Executive officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that as of April 25, 2001 its executive officers, directors and
greater than 10% beneficial owners are in compliance with all applicable filing
requirements. David Blair and Michael Donovan will file Form 4 reports regarding
the receipt of stock options upon stockholder approval of the 2000 Stock Option
Plan.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid
to or earned by the Chief Executive Officer during 2000 and the other executive
officers of the Company as of December 31, 2000 who received more than $100,000
during 2000.
LONG-TERM
COMPENSATION
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ANNUAL COMPENSATION AWARDS
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OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITIONS YEAR ($) ($) ($)(1) ($)(2) (#) ($)(3)
- ------------------- -------- ---------- --------- --------------- ---------- ----------- --------------
David T. Blair 2000 $165,000 $ -- $20,000 $ -- 500,000 $8,900
1999 111,183 15,300 -- -- 1,500,000 5,500
Michael P. Donovan 2000 210,000 -- -- $ -- 400,000 $ --
1999 174,500 -- -- 301,334 600,000 --
Marshall J. Coleman 2000 192,000 -- -- -- 50,000 $ --
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(1) Does not include the aggregate amount of perquisites and other personal benefits, which were less than 10% of the total
annual salary and bonus reported and $50,000.
(2) Represents the total value of an award of rights to receive the equivalent of 266,667 shares of common stock of HealthExtras
which was granted to Mr. Donovan in February 1999 by a predecessor entity. The rights vest over a four-year period
commencing March 1, 1999. At December 31, 2000, the value of the unvested portion of the restricted stock award was
$466,784.50.
(3) Represents for 2000, matching 401k contribution of $8,900 for Mr. Blair.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock option grants to
Messrs. Blair, Donovan and Coleman during the year ended December 31, 2000. The
option identified as granted under the 2000 Stock Option Plan are the same
options disclosed as granted to Messrs. David Blair and Donovan under "Proposal
2 - Approval of the HealthExtras 2000 Stock Option Plan."
% OF
NUMBER OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS VALUE AT ASSUMED
UNDERLYING GRANTED TO ANNUAL RATES OF
OPTIONS EMPLOYEES IN EXERCISE STOCK PRICE
GRANTED FISCAL YEAR PRICE PER EXPIRATION APPRECIATION FOR
NAME (1) SHARE DATE OPTION TERMS(2)
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5% 10%
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David T. Blair 500,000(3) 34% $4.625 2010 $475,000 $2,034,000
Michael P. Donovan 400,000(4) 27% $4.625 2010 $380,000 $1,627,000
Marshall J. Coleman 50,000(5) 3% $4.625 2010 $ 46,000 $ 193,000
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(1) All of the options granted vest in four equal annual installments beginning on the first anniversary of the date of grant.
(2) As of December 31, 2000, the exercise price of these options was in excess of the market price of the underlying common
stock. The dollar gains under these columns result from calculations required by the Securities and Exchange Commission's
rules and are not intended to forecast future price appreciation for HealthExtras' common stock. It is important to note
that options have value only if the stock price increases above the exercise price shown in the table during the effective
option period.
(3) Options to purchase 350,000 of these shares were granted under the 1999 Stock Option Plan on June 7, 2000 and expire
on June 7, 2010; options to purchase 150,000 of these shares were granted under the 2000 Stock Option Plan, subject to
stockholder approval of that plan, on October 4, 2000 and expire on October 4, 2010.
(4) Options to purchase 280,000 of these shares were granted under the 1999 Stock Option Plan on June 7, 2000 and expire on
June 7, 2010; options to purchase 120,000 of these shares were granted under the 2000 Stock Option Plan, subject to
stockholder approval of that plan, on October 4, 2000 and expire on October 4, 2010.
(5) These options were granted under the 1999 Stock Option Plan on June 7, 2000 and expire on June 7, 2010.
OPTION VALUE AT FISCAL YEAR END
The following table provides information regarding unexercised stock
options for Messrs. Blair, Donovan and Coleman as of December 31, 2000. Messrs.
Blair, Donovan and Coleman did not exercise any stock options during the year
ended December 31, 2000.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
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NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ------------- --------------- ------------- ----------------
David T. Blair 375,000 1,625,000 --- ---
Michael P. Donovan 150,000 850,000 --- ---
Marshall J. Coleman 75,000 275,000 --- ---
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(1) None of the options were in the money as of December 31, 2000.
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EMPLOYMENT AGREEMENTS
HealthExtras has executed employment agreements with David T. Blair and
Michael P. Donovan, both of which were effective January 1, 2000. The Company
also had an employment agreement with Mr. Coleman, but it has been rescinded in
connection with his becoming a consultant to the Company after December 31,
2000.
The employment agreements, which are substantially similar for each of the
executives, except for a bonus arrangement for Mr. Blair, provide for three-year
terms and automatically renew for an additional two years unless a notice of
non-renewal is given six months prior to the expiration date. Mr. Blair's base
salary, pursuant to his employment agreement, is $165,000 per year. In addition,
Mr. Blair is entitled to a bonus equal to one percent of HealthExtras' annual
after-tax profits. Mr. Donovan's base salary, pursuant to his employment
agreement, is $210,000 per year. Base salary may be increased by the Board of
Directors, in the case of Mr. David Blair, and by the Chief Executive Officer,
in the case of Mr. Donovan. In addition to base salary, the employment
agreements provide for, among other things, participation by the executives in
employee benefit plans, an automobile allowance and other fringe benefits
applicable to executive personnel and reimbursement of reasonable expenses
incurred in promoting our business.
Upon an executive's termination for cause, or upon an executive's
voluntary resignation, that executive shall be entitled only to such
compensation and benefits as shall have accrued through the date of the
executive's termination or resignation, as the case may be. In the event that an
executive is terminated for any reason other than cause or voluntary
resignation, including termination by reason of death or disability, that
executive shall receive payments under the employment agreement due for the
remaining term of the employment agreement, provided that such payment shall not
be less than the payment due for a 12 month period. Upon an executive's
voluntary resignation or termination for cause during the term of the agreement,
each employment agreement provides that, for a period of two years from the date
of termination, the executive will not compete directly or indirectly with
HealthExtras' business, nor will the executive solicit or contract with entities
contracting with HealthExtras.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company are entitled to receive a
fee of $2,500 for each Board of Directors meeting and $500 for each committee
meeting attended, plus travel and incidental expenses incurred in attending
meetings and carrying out their duties as directors. On June 7, 2000, the Board
of Directors approved the Directors' 2000 Stock Option Program (the "Program"),
subject to stockholder approval at the Annual Meeting of Stockholders in 2001.
The Program authorizes grants options to purchase an aggregate of 200,000 shares
of common stock.
Under the Program, and subject to the availability of shares under the
Program and stockholder approval, each non-employee director became entitled to
non-qualified options to purchase 15,000 shares of common stock as of the June
7, 2000 date of adoption of the Program if they were directors on that date.
Non-employees who first become a director after that date become entitled to
options to purchase 15,000 shares upon their becoming directors. Subsequently,
non-employee directors who have been a director since the previous Annual
Meeting of Stockholders become entitled to additional grants of non-qualified
stock options for 5,000 shares of stock on the day after each Annual Meeting of
Stockholders. All options granted become vested on the first anniversary of
their date of grant. Also, options immediately vest and become exercisable upon
termination of service due to retirement, death or disability. Additionally, the
vesting of options accelerates upon a change in control of the Company (as
defined in the plan). Directors options have a ten year term and an exercise
price equal to the closing price for the HealthExtras common stock on the Nasdaq
Stock Market on the date of the grant. Mr. Thomas Blair has waived his right to
compensation for performing services as a director of the Company.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of April 25, 2001, derived
from beneficial ownership reports filed with the SEC and furnished to the
Company, about the shares of HealthExtras common stock that may be considered to
be owned by each beneficial owner of more than 5% of the Company's outstanding
common stock, by each director or nominee for director of the Company, by each
of the named executive officers in the executive compensation table, and by all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the shares shown, and the business address of
such person is HealthExtras, Inc., 2273 Research Boulevard, Second Floor,
Rockville, Maryland 20850.
Percent of
Number of Common Stock
Name Shares Owned Outstanding
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Thomas L. Blair(1) 7,929,700 27.1%
Principal Mutual Holding Company(2) 8,840,000 30.3%
Health Partners(3) 4,140,000 14.2%
BCE Emergis Corporation(1,4) 4,330,000 14.8%
David T. Blair(5) 36,000 *
Marshall J. Coleman(6) 100,000 *
Michael P. Donovan(7) 133,300 *
Bette B. Anderson(8) 10,000 *
William E. Brock(8) -- *
Edward S. Civera -- *
Thomas J. Graf(2,9) 10,000 *
Frederick H. Graefe(10) 400 *
Julia M. Lawler(2,9) -- --
Karen E. Shaff(2,9) 2,000 *
All directors and executive officers as a group (10 8,075,530 27.7%
persons)
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*Less than 1% of outstanding shares.
(1) Thomas L. Blair and his wife may be deemed the beneficial owners of an aggregate of 7,929,700 shares of common stock.
Of the total shares, Mr. Blair has sole power to vote and to invest 4,154,700 shares and Mrs. Blair has sole power to vote
and to invest 3,775,000 shares. Mr. Blair has granted, subject to certain change in control provisions, an option to BCE
Emergis Corporation, formerly United Payors & United Providers, which is now an indirect, wholly owned subsidiary of BCE
Emergis, Inc., to purchase prior to October 1, 2003 a total of 4,330,000 shares of HealthExtras common stock for an aggregate
exercise price of $4 million.
(2) Thomas J. Graf, Julia M. Lawler and Karen E. Shaff, directors of HealthExtras, are employed by Principal Mutual or an
affiliate of that Company. The address of Principal Mutual is 711 High Street, Des Moines, Iowa 50392.
(3) A Schedule 13D Report was filed on December 22, 1999 by Health Partners, Capital Z Financial Services Fund II, L.P.,
("Fund II") which serves as general partner of Health Partners, Capital Z Partners, L.P., which is the general partner of
Fund II, and Capital Z Partners, Ltd, which is the general partner of Capital Z Partners, L.P. That Schedule 13D also reports
that Steven M. Gluckstern, who is the Chairman of the Board, and Robert Spass, who is the Deputy Chairman of the Board of
Capital Z Partners, Ltd., may be deemed to be the beneficial owners of the shares held by Health Partners and that Messrs.
Gluckstern and Spass disclaim any such beneficial ownership. The business address for Health Partners is 54 Thompson Street,
New York, New York 10012.
(4) The business address for BCE Emergis Corporation is 2273 Research Boulevard, Fourth Floor, Rockville, Maryland 20850.
(5) Does not include options to purchase 375,000 shares of common stock at an exercise price of $13.20 per share which are
exercisable and 87,500 shares of common stock at an exercise price of $4.625 which become vested on June 7, 2001.
(6) Does not include options to purchase 75,000 shares of common stock at an exercise price of $13.20 per share which are
exercisable and options to purchase 12,500 shares of common stock at an exercise price of $4.625 which become vested on June
7, 2001.
(7) Does not include options to purchase 300,000 shares of common stock at an exercise price of $13.20 per shares, which are
exercisable and 70,000 shares of common stock at an exercise price of $4.625 which become vested on June 7, 2001.
(8) Does not include options to purchase 15,000 shares of common stock granted, on June 7, 2000 to each of Ms. Anderson
and Mr. Brock under the 2000 Directors' Option Plan, subject to stockholder approval of that plan, which become vested on
June 7, 2001.
(9) Mr. Graf, Ms. Lawler and Ms. Shaff disclaim any beneficial ownership with respect to the shares beneficially owned
Principal Mutual Holding Company.
(10) Does not include options to purchase 15,000 shares of common stock granted on January 2, 2001 to Mr. Graefe under the
2000 Directors' Option Plan, subject to stockholder approval of that plan, which become vested on January 2, 2002.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following are transactions involving Thomas L. Blair, the Chairman of
the Board, including transactions prior to April 2000 involving, United Payors &
United Providers, which became a subsidiary of BCE Emergis, Inc. on or about
March 28, 2000, and the Company. Mr. Blair was the Chairman of the Board of
Directors, Co-Chief Executive Officer and beneficial owner of an aggregate of
approximately 38.2% of United Payors & United Providers common stock prior to
its acquisition by BCE Emergis.
Effective January 1, 1999, the Company entered into an agreement with
United Payors & United Providers, whereby United Payors & United Providers
provided administrative services for the Company and was reimbursed for the
costs incurred. The amount paid by the Company for such services was $1.2
million, for the year ended December 31, 2000. Under a revised agreement dated
December 22, 1999, services to be provided by United Payors & United Providers
subsequent to March 31, 2000, are limited primarily to services relating to
information technology and communications and are paid on a cost plus fee basis.
The amount paid for these services under the revised agreement was $829,000 for
the year ended December 31, 2000.
In addition, The Company entered into an agreement dated December 22,
1999, to lease office space under a non-cancelable sublease agreement with
United Payors & United Providers. The sublease agreement provides for annual
escalations and for the payment by the Company of its proportionate share of the
increase in the costs of operating the building. Rent expense for the year ended
December 31, 2000, was $363,600.
As of December 31, 1999, the Company owned 40,150 shares of common stock,
or 0.2% of the outstanding common stock, of United Payors & United Providers.
All of these shares were sold in March 2000 for aggregate proceeds of
$1,084,050, resulting in a gain of $551,735.
During 2000, the Company entered into a joint venture with Southern
Aircraft Leasing Corporation, owned by the Chairman of the Board of the Company,
whereby the Company invested $988,500 for a fractional interest of approximately
45% in two aircraft used for corporate business purposes. For corporate business
purposes, the Company also utilizes the services of an aircraft owned by
Southern Aircraft Leasing Corporation. For the year ended December 31, 2000, the
Company paid $109,575 for utilizing the services of this aircraft.
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CONFORMED
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: April 30, 2001 HEALTHEXTRAS, INC.
By: /s/ Michael P. Donovan
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Michael P. Donovan
Chief Financial Officer