EXHIBIT 10.4
[LOGO]
[Redraft #8--September 11, 1997]
PHYSICIANS CARE FOR CONNECTICUT, INC.
SUBSCRIPTION AGREEMENT (INDIVIDUAL)
EXPLANATORY NOTES
REQUIRED INFORMATION (PLEASE REFER TO THE PROSPECTUS FOR COMPLETE
(PLEASE COMPLETE ALL UNSHADED AREAS) INFORMATION)
- -------------------------------------------------------- --------------------------------------------------------
NAME AND ADDRESS Print or type the Subscriber's name, Social Security
Number, date of birth, and address where the Subscriber
would like the stock certificate(s) sent.
__________________________________________________________________________________________________________________
(Name) The Subscriber's name.
__________________________________________________________________________________________________________________
(Social Security Number) ___--__--____ The Subscriber's Social Security Number.
(Date of Birth) _______________, 19__ The Subscriber's Date of Birth.
__________________________________________________________________________________________________________________
(Address) The street address to which the stock certificate(s)
will be sent. Post Offices boxes may not be used as the
stock certificate(s) will be sent by Registered Mail.
__________________________________________________________________________________________________________________
(City) The city to which the stock certificate(s) will be sent.
__________________________________________________________________________________________________________________
(State) The state to which the stock certificate(s) will be
sent.
__________________________________________________________________________________________________________________
(Zip Code) The zip code to which the stock certificate(s) will be
sent.
__________________________________________________________________________________________________________________
STOCK REGISTRATION Common Stock must be registered with Physicians Care for
Connecticut, Inc. by the name of the individual
stockholder.
__________________________________________________________________________________________________________________
(Name) - Please print or type the Subscriber's name as the
Subscriber would like it to read on the stock
certificate(s). Include first name, middle initial,
and last name. Please avoid the use of two initials,
if possible, and omit words that do not affect
ownership rights, such as Dr., Mr., Mrs., special
account, etc.
- If Common Stock is to be listed in a corporate or
practice name, please use "Subscription
Agreement -- Group."
__________________________________________________________________________________________________________________
TELEPHONE AND FAX NUMBERS
__________________________________________________________________________________________________________________
/ / Telephone (home) (___)___-____ - All telephone and fax numbers provided will be kept
________________________________________________________ confidential and will not be used for purposes of
/ / Fax (home) (___)___-____ solicitation, but may be used by the Subscription
Agent to make contact with the Subscriber regarding
________________________________________________________ this Subscription.
/ / Telephone (office) (___)___-____
________________________________________________________ - Please check the preferred number(s) for contact by
/ / Fax (office) (___)___-____ the Subscription Agent.
__________________________________________________________________________________________________________________
MEDICAL ASSOCIATION MEMBERSHIP
AND
MEMBERSHIP IN MEDSERV IPA, INC.
__________________________________________________________________________________________________________________
I certify:
/ / I am currently a member of my state medical - A Subscriber to the Common Stock of Physicians Care for
association and county medical association, Connecticut, Inc. who desires to participate with
if a county medical association exists. Physicians Care for Connecticut, Inc. must be a member
/ / I am not currently a member of both my State of his or her county medical association (if one
and County Medical Associations but have exists in the county in which the subscriber maintains
applied for membership in the following his or her practice) and the state medical association
(if applicable): (if one exists in the state in which the Subscriber
maintains his or her practice).
County Medical Association - In the alternative, a Subscriber may represent that he
__________________________________________________ or she has applied for and, once a member, will
maintain such membership(s) as are referred to above.
State Medical Association
___________________________________________________ - By executing this Subscription Agreement, the Subscriber
confirms the accuracy of the statements of memberships
recognizing that they will be relied on by Physicians
Care for Connecticut, Inc. for the issuance of the
shares of Common Stock subscribed to herein.
__________________________________________________________________________________________________________________
I certify:
/ / I am currently a member of MedServ - A Subscriber to the Common Stock of Physicians Care
IPA, Inc., or for Connecticut, Inc. who desires to participate with
Physicians Care for Connecticut, Inc. must be a member
of MedServ IPA, Inc.
/ / I am not currently a member of MedServ IPA, Inc.
but have enclosed with this Subscription Agreement a - If the Subscriber is not currently a member of
completed application for membership along with a MedServ IPA, Inc. and requires information
separate check in the sum of $200 for payment of its or assistance, please call (203) 699-2401, or
administration fee. (800) 541-5083.
__________________________________________________________________________________________________________________
PURCHASE OF COMMON STOCK AND - The price for each share of Class A or Class B
COMPUTATION OF PURCHASE PRICE Common Stock is $3,000 when fully completed
Subscription Documents are received by the
Subscription Agent on or before the Prompt
Subscription date.
THE PROMPT SUBSCRIPTION DATE
IS ___________________, 199_. - The price for each share of Class A or Class B
Common Stock is $4,000 when fully completed
Subscription Documents are received by the
Subscription Agent after the Prompt Subscription date.
- Subscription Documents are considered "received" on the
date they are delivered to the Subscription Agent.
__________________________________________________________________________________________________________________
Primary Care Physicians and Specialty Care Physicians - All physicians who desire to participate with
Desiring to Purchase Class A Common Stock: Physicians Care for Connecticut, Inc. are required to
purchase one share of Class A Common Stock.
/ / I wish to purchase one share of Class A - No physician may purchase more than one share of Class A
Common Stock at: Common Stock.
/ / $3,000 per share if purchased on or - Primary Care Physicians are required to purchase
before the Prompt Subscription date, or only Class A Common Stock. (See the definition
of Primary Care Physician in the Glossary section
/ / $4,000 per share if purchased of the Prospectus.)
after the Prompt Subscription date.
__________________________________________________________________________________________________________________
Specialty Care Physicians and Others Desiring to - A Specialty Care Physician who desires to
Purchase Class B Common Stock: participate with Physicians Care for Connecticut,
Inc. is required to purchase at least one
share of Class B Common Stock in addition to
/ / I wish to purchase the following number of the required purchase of one share of
shares of Class B Common Stock (specify): Class A Common Stock. (See the
______ share(s), at: definition of Specialty Care Physician
in the Glossary section of the Prospectus.)
/ / $3,000 per share if purchased on or
before the Prompt Subscription date, or
- Primary Care Physicians are not required to
/ / $4,000 per share if purchased after the purchase Class B Common Stock.
Prompt Subscription date.
- Any physician, including Primary Care
Physicians and retired physicians, and those who
do not wish to participate with Physicians Care
for Connecticut, Inc., may purchase as many shares
of Class B Common Stock as desired, subject to
availability.
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
PAYMENT FOR SUBSCRIBED STOCK
__________________________________________________________________________________________________________________
Make check payable to: The Subscriber's check for the total purchase price
(number of shares subscribed to multiplied by the price
State Street Bank & Trust Company -- Escrow Agent per share) must be enclosed with this completed
Subscription Agreement.
__________________________________________________________________________________________________________________
CERTIFICATION OF RESIDENCE
AND LICENSURE
__________________________________________________________________________________________________________________
I certify that I am a resident of one of the A Subscriber to the Common Stock of Physicians Care
following states (please check one state): for Connecticut, Inc. who desires to participate with
Physicians Care for Connecticut, Inc. must:
/ / Connecticut - reside in one of the listed states
- be a physician licensed in the state in which he
/ / New York or she practices.
/ / Rhode Island The Subscriber recognizes that this certification
will be relied on by Physicians Care for
/ / Massachusetts Connecticut, Inc. for the issuance of the shares
of Common Stock subscribed to herein.
and that I am licensed to practice medicine in
the State of _________________________________.
__________________________________________________________________________________________________________________
RETENTION OF PROCEEDS, STOCK TRANSFER AND
REDEMPTION RESTRICTIONS
__________________________________________________________________________________________________________________
I certify my understanding: By signing in the box opposite, the Subscriber certifies
that he or she has read and understands the provisions
set forth in the Prospectus pertaining to the retention
of proceeds, restrictions on transfer and redemption of
the Physicians Care for Connecticut, Inc. Common Stock.
(Signature) ___________________________________
__________________________________________________________________________________________________________________
REQUIRED DOCUMENTS AND ENCLOSURE(S)
__________________________________________________________________________________________________________________
For all purchases of Class A and/or Class B Documents and enclosures that are required to be
Common Stock: provided with this executed Subscription Agreement to
complete the subscription process and enable
/ / A check in the amount of the total purchase processing by the Subscription Agent.
price made payable to: State Street Bank &
Trust Company -- Escrow Agent.
__________________________________________________________
For all purchases of Class A Common Stock (whether alone
or with Class B Common Stock):
/ / An executed Physicians Care Primary Care Physician
Attachment or Physicians Care Specialist Physician
Attachment.
/ / A MedServ IPA, Inc. Participation Agreement (if not
currently a member), along with a separate check
made payable to MedServ IPA, Inc. in the sum of $200.
__________________________________________________________________________________________________________________
The undersigned agrees that after receipt by the Subscription Agent,
this Subscription Agreement may not be modified, withdrawn or canceled
without the express written consent of Physicians Care for Connecticut, Inc.
Under penalty of perjury, I certify that the Social Security Number and
the information provided in this Subscription Agreement are true, correct,
and complete, that I am not subject to back-up withholding and that I am
subscribing for the purchase of the Common Stock of Physicians Care for
Connecticut, Inc. for my own account and that I am not a party to any
agreement or understanding regarding the transfer of this stock.
I acknowledge and agree that the purchase of the shares of Common Stock
of Physicians Care for Connecticut, Inc. indicated by this Subscription
Agreement is subject to the terms, conditions, restrictions, limitations and
obligations set forth in the Prospectus.
_____________________________________ _____________________ , 199_
(Subscriber's signature) (Date)