EXHIBIT 10.2
WARRANT TO PURCHASE SHARES
OF COMMON STOCK OF PLANVISTA CORPORATION
This Warrant Certificate certifies that ProxyMed, Inc. (the "Holder"),
is the owner of a Warrant which represents the right to subscribe for and
purchase from PlanVista Corporation, a Delaware corporation (the "Company"),
shares of the Common Stock, $.01 par value, of the Company (the common stock,
including any stock into which it may be changed, reclassified or converted, is
herein referred to as the "Common Stock") equal to fifteen percent (15%) of the
outstanding stock of the Company computed on a fully-diluted basis as of the
date of exercise at the Exercise Price (as defined in Section 1"). This Warrant
Certificate represents the Warrants issued pursuant to Section 2.11 of that
certain Distribution and Marketing Agreement dated June 10, 2003, between the
Company, National Network Services, Inc., and Holder (the "Distribution
Agreement").
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT IS
NON-TRANSFERABLE AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF THIS WARRANT
IS SUBJECT TO RESTRICTIONS ON TRANSFER AS NOTED IN THE DISTRIBUTION AGREEMENT, A
COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY.
The Warrant represented by this Warrant Certificate is subject to the
following provisions, terms and conditions:
1. EXERCISE OF WARRANT.
This Warrant may be exercised by the Holder, in whole but not in part,
by surrender of this Warrant Certificate at the principal office of the Company
at 4010 Boy Scout Blvd., Suite 200, Tampa, Florida 33607 (or such other office
or agency of the Company as may be designated by notice in writing to the Holder
at the address of such Holder appearing on the books of the Company), with the
appropriate form attached hereto duly exercised, at any time within the period
beginning on the date hereof and expiring at the end of the close of business on
the 180th day following the date hereof (the "Initial Exercise Period") and by
payment to the Company in a combination of cash and/or ProxyMed common stock in
an amount equal to the product of the Exercise Price multiplied by the total
number of shares stated in the Warrant. Any portion of the Exercise Price paid
in cash will be submitted by wire transfer of immediately available funds or by
certified check. Any portion of the Exercise Price paid in ProxyMed stock shall
only be permitted to occur in the context of an acquisition of PlanVista by
ProxyMed or a wholly-owned subsidiary, with the details of how to calculate the
Exercise Price as well as the remaining terms and conditions, to be negotiated
in good faith at that time. As used herein, the term "Exercise price" shall mean
the price derived by applying a 15% premium over the average closing price of
the Company's Common Stock, as quoted on the Over-the-Counter Bulletin Board,
over the twenty-five (25) trading days preceding June 10, 2003. The Initial
Exercise Period may be extended for up to two consecutive ninety (90)-day
periods only in accordance with the terms and conditions of paragraph 2.11 of
the Distribution Agreement. If one or both of such extensions occur, the period
of such extension is hereinafter referred to as the "Extended Exercise Period".
In no event will the Initial Exercise Period plus the Extended Exercise Periods,
if applicable, extend past the close of business on the 360th day after the date
hereof. The Initial Exercise Period and the Extended Exercise Periods, if any,
are herein sometimes referred to as the "Exercise Period." The Company agrees
that the shares of Common Stock so purchased shall be and are deemed to be
issued to the Holder as the record owner of such shares of Common Stock as of
the close of business on the date on which the Warrant Certificate shall have
been surrendered and payment made for such shares of Common Stock. Certificates
representing the shares of Common Stock so purchased, together with any cash for
fractional shares of Common Stock paid pursuant to Section 2(b), shall be
delivered to the Holder promptly and in no event later than five (5) business
days after the Warrant shall have been so exercised.
2. NOTICE OF CERTAIN EVENTS; FRACTIONAL SHARES.
(a) NOTICE TO HOLDER OF RECORD DATE, DISSOLUTION, LIQUIDATION OR
WINDING UP. The Company shall cause to be mailed (by first class mail, postage
prepaid) to the Holder of this Warrant notice of the record date for any
dividend, distribution or payment, in cash or in kind (including, without
limitation, evidence of indebtedness and assets), with respect to shares of
Common Stock at least 20 calendar days before any such date. In case at any time
during the Exercise Period there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then the Company shall
cause to be mailed (by first class mail, postage prepaid) to the Holder at such
Holder's address as shown on the books of the Company, at the earliest
practicable time (and, in any event, not less than 20 calendar days before any
date set for definitive action), notice of the date on which such dissolution,
liquidation or winding up shall take place, as the case may be. The notices
referred to above shall also specify the date as of which the holders of the
shares of Common Stock of record or other securities underlying the Warrant
shall be entitled to receive such dividend, money or the property deliverable
upon such dissolution, liquidation or winding up, as the case may be (the
"Entitlement Date"). In the case of any dissolution, liquidation or winding up
of the Company, the Holder shall receive on the Entitlement Date the cash or
other property, less the Exercise Price for the Warrant then in effect, that
such Holder would have been entitled to receive had the Warrant been exercisable
and exercised immediately prior to such dissolution, liquidation or winding up
(or, if appropriate, the record date therefor) and any right of a Holder to
exercise the Warrant shall terminate.
(b) FRACTIONAL INTEREST. The Company shall not be required to issue
fractional shares of Common Stock on the exercise of this Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 2(b), be issuable on the exercise of the Warrant, the Company shall pay
an amount in cash calculated by it to be equal to the then fair value of one
share of Common Stock, as determined by the Board of Directors of the company in
good faith, multiplied by such fraction computed to the nearest whole cent.
3. RESERVATION AND AUTHORIZATION OF COMMON STOCK.
The Company covenants and agrees (a) that all shares of Common Stock
which may be issued upon the exercise of this Warrant will, upon issuance, be
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validly issued, fully paid and nonassessable, not subject to any preemptive
rights, and free of all insurance or transfer taxes, liens, security interests
and charges with respect to the issue thereof, (b) that during the Exercise
Period, the Company will at all times have authorized, and reserved for the
purpose of issue or transfer upon exercise of the Warrant evidenced by this
Warrant Certificate, sufficient shares of Common Stock, not subject to any
preemptive rights, to provide for the exercise of the Warrant represented by
this Warrant Certificate, and (c) that the Company will take all such action as
may be necessary to ensure that the shares of Common Stock issuable upon the
exercise of the Warrant may be so issued without violation of any applicable law
or regulation, or any requirements of any domestic securities exchange upon
which any capital stock of the Company may be listed, provided, however, that
nothing contained herein shall impose upon the Company any obligation to
register the warrant evidenced by this Warrant Certificate or the Common Stock
issuable upon exercise under applicable securities laws. In the event that any
securities of the Company other than the Common Stock are issuable upon exercise
of the Warrant, the Company will take or refrain from taking any action referred
to in clauses (a) through (c) of this Section 3 as though such clauses applied,
mutatis mutandis to such other securities then issuable upon the exercise of the
Warrant.
4. NO VOTING RIGHTS.
Nothing contained in this Warrant Certificate shall be determined as
conferring upon the Holder any rights as a stockholder of the Company or as
imposing any liabilities on the Holder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.
5. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK.
During the Exercise Period this Warrant Certificate is not transferable
nor assignable (by operation of law or otherwise) by Holder. The Holder of this
Warrant Certificate agrees to be bound by the provisions contained in the
Distribution Agreement with respect to the limitations, including limitations
imposed for Securities Act compliance, on the transfer of the shares of Common
Stock or other securities issuable upon exercise of the Warrant and understands
that such shares will contain a legend to that effect.
6. CLOSING OF BOOKS
The Company will at no time close its transfer books against the
exercise of the Warrant or act in any manner which interferes with the timely
exercise of the Warrant.
7. WARRANTS, LOSS, THEFT.
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation, upon surrender or cancellation of this Warrant
Certificate, the Company will issue to the holder hereof a new Warrant
Certificate of like tenor, in lieu of this Warrant Certificate, representing the
right to subscribe for and purchase the number of shares of Common Stock which
may be subscribed for and purchased hereunder.
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8. ANTI-DILUTION PROVISIONS.
Subject to the provisions of this Warrant Certificate, the Exercise
Price in effect at any time and the number and kind of securities purchasable
upon the exercise of the Warrant Certificate shall be subject to adjustment from
time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying the Exercise
Price by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such action, and the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such action. Such adjustment shall be made successively whenever any
event listed above shall occur.
(b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the Exercise Price on such record date, the Exercise
Price shall be adjusted so that the same shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to the date of such
issuance by a fraction, the numerator of which shall be the sum of the number of
shares of Common Stock outstanding on the record date mentioned below and the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Exercise Price in effect immediately prior to the date of such issuance, and the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding on such record date and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.
(c) In case the Company shall hereafter distribute to all
holders of its Common Stock evidences of its indebtedness or assets (excluding
dividends or distributions referred to in Subsection (a) above) or subscription
rights or warrants (excluding those referred to in Subsection (b) above), then
in each such case the Exercise Price in effect thereafter shall be determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the total number of shares of Common
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Stock outstanding multiplied by the current Market Price per share of Common
Stock, less the fair market value (as determined by the Company's Board of
Directors) of said assets or evidences of indebtedness so distributed or of such
rights or warrants, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by such current market price per
share of Common Stock. Such adjustment shall be made successively whenever such
a record date is fixed. As used in this Warrant Certificate, "Market Price"
shall mean the average Stock Price (as defined below) obtained over a period of
thirty consecutive trading days ending on the second trading day prior to the
date of determination. As used in this Warrant Certificate, the term "Stock
Price" shall mean (A) the lowest sale price of a share of Common Stock or if no
such sale takes place on any such trading day, the lowest closing bid price
therefor on any such trading day, in each case as officially reported on all
national securities exchanges on which the Common Stock is then listed or
admitted to trading, or (B) if the Common Stock is not then listed or admitted
to trading on any national securities exchange, the closing price of the Common
Stock on such date, or (C) if no closing price is available on any such trading
day, the lowest closing bid price thereof on any such trading date, in the
Over-the-Counter Bulletin Board as reported by NASDAQ, (D) if the Common Stock
is not then quoted in such system, the lowest bid price reported by the market
makers and dealers for the Common Stock listed as such by the National Quotation
Bureau, Incorporated or any similar successor organization, or (E) if not
publicly traded, the lower of the last bona fide sale made by the Company and
the fair market value of the Common Stock as determined by the Board of
Directors in its good faith judgment.
9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS.
The rights and obligations of the Company, of the Holder, and of the
holders of shares of Common Stock or other securities issued upon exercise of
the Warrant contained in Section 5 of this Warrant Certificate shall survive the
exercise of the Warrant.
Dated: June 10, 2003 PLANVISTA CORPORATION
By: /s/ PHILLIP S. DINGLE
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Phillip S. Dingle
Chairman and Chief Executive Officer
Attest:
/s/ MAY C. FAHY
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Mary C. Fahy, Assistant Secretary
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