1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 0-21031
QUADRAMED CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-1992861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1003 W. CUTTING BLVD., SUITE 2, RICHMOND, CALIFORNIA, 94804
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (510)620-2340
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class)
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 of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
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 or any
amendment to the Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of March 31, 1999 was approximately $101,000,000 (based upon the
closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market for the last trading date prior to that date). Shares of
Common Stock held by each officer, director and holder of 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
On March 5, 1999, approximately 20,090,205 shares of the Registrant's Common
Stock, $0.01 par value per share, were outstanding.
1
2
AMENDMENT NO. 1
The undersigned Registrant hereby amends Items 10, 11, 12, 13 and 14 of
its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and
files such amended Items herewith.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following sets forth certain information concerning the Company's
directors and executive officers, as of March 31, 1999:
NAME AGE POSITION
---- --- --------
James D. Durham 52 Chairman of the Board and Chief Executive Officer
John V. Cracchiolo 42 President and Chief Operating Officer
Patrick Ahearn 45 Executive Vice President and President, Business Office Group
Andrew J. Hurd 35 Executive Vice President and President, Health Information Management Group
Keith M. Roberts 34 Executive Vice President, Chief Financial Officer, General Counsel
and Assistant Secretary
Bernie J. Murphy 33 Vice President, Finance and Chief Accounting Officer
Albert L. Greene 49 Director
Kenneth E. Jones(2) 52 Director
Joan P. Neuscheler(1)(2) 38 Director
Thomas F. McNulty(1) 60 Director
Cornelius T. Ryan(2) 67 Director
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
BACKGROUND
James D. Durham serves as the Company's Chairman of the Board and Chief
Executive Officer. Mr. Durham founded the Company in September 1993 when he
became its President and Chief Executive Officer and a director. In May 1996,
Mr. Durham became Chairman of the Board. From November 1992 to December 1993,
Mr. Durham served as the Chief Executive Officer of Trim Healthcare Systems,
Inc., a reimbursement consulting services company. From April 1992 to April
1993, Mr. Durham served as Chief Executive Officer of Care Partners, Inc., an
accounts receivable processing and funding company cofounded by Mr. Durham. From
February 1986 until its acquisition by Ameritech in February 1992, Mr. Durham
served as President and Chief Executive Officer of Knowledge Data Systems, Inc.,
a health care information systems company. Mr. Durham holds a B.S. with honors
in
2
3
Industrial Engineering from the University of Florida and an M.B.A. with an
emphasis in Finance from the University of California, Los Angeles and is a
Certified Public Accountant.
John V. Cracchiolo serves as the Company's President and Chief Operating
Officer. Mr. Cracchiolo joined the Company in May 1995 as its Executive Vice
President, Chief Financial Officer and Secretary. In May, 1998, he was
promoted to President and Chief Operating Officer. Prior to joining the Company,
Mr. Cracchiolo worked for PSICOR, Inc., a health care services company, serving
as its Chief Financial Officer from February 1993 to May 1995, and its corporate
Controller from May 1989 to February 1993. Previously, Mr. Cracchiolo worked in
various management positions for software, hardware, defense contractor and
personnel and professional services organizations within health care and other
industries. Mr. Cracchiolo holds a B.S. in Business Administration from
California State University, Long Beach and is a Certified Public Accountant.
Patrick Ahearn, President of the Company's Business Management Group,
joined the Company in October 1998. Before joining the Company, Mr. Ahearn was
Chief Financial and Chief Information Officer at the Medical Center at
Princeton, New Jersey, a non-profit teaching integrated delivery network. In
addition to his financial and information system responsibilities, he was
involved in the development of the Medical Center's Physician Hospital
Organization (PHO), Medical Services Organization (MSO), its real estate company
and its for-profit ventures. Prior to his experience at Princeton, Mr. Ahearn
worked in New York City for a CPA firm, Pannell Kerr Forster. His experience was
almost exclusively in the healthcare arena and included both the audit and
consulting aspects of the practice. Mr. Ahearn received a Bachelors of Business
Administration from Iona College, New York.
Andrew D. Hurd serves as President of the Company's Health Information
Management Group. Mr. Hurd joined the Company in January 1998 as Executive Vice
President, Business Development. In January, 1999, he was promoted to
President of the Health Information Management Group. From November 1995 to
January 1998, Mr. Hurd was Vice President, Health Care Financial Services at
National Data Corporation, an EDI company. From 1988 to November 1995, Mr. Hurd
was the Vice President and General Manager of Amsco International. Mr. Hurd
holds a B.A in Marketing and a B.S in Business Administration from Northern
Arizona University.
Keith M. Roberts serves as the Company's Executive Vice President, Chief
Financial Officer, General Counsel and Assistant Secretary. Mr. Roberts joined
the Company in March 1997 as Vice President and General Counsel and became
Executive Vice President, General Counsel and Assistant Secretary in February
1998. From May 1995 to March 1997, Mr. Roberts was an associate of Brobeck,
Phleger & Harrison LLP, a private law firm. From September 1992 to May 1995, Mr.
Roberts was an associate of Hale & Dorr, a private law firm. Mr. Roberts holds a
J.D. from Stanford Law School and a B.A. in Economics and Philosophy from the
University of Rochester.
Bernie J. Murphy serves as the Company's Vice President, Finance and
Chief Accounting Officer. Mr. Murphy joined the Company in June 1996 as
Corporate Controller. In February 1998, Mr. Murphy became the Company's Vice
President, Finance and Chief Accounting Officer. From July 1988 to June 1996,
Mr. Murphy worked at Arthur Andersen LLP, where he served as a manager in the
audit practice for the last three years of employment with that firm. Mr. Murphy
holds a B.S. in Business Administration from the University of San Francisco and
is a Certified Public Accountant.
Albert L. Greene has been a director of the Company since May 1997.
Mr. Greene is currently the President and Chief Executive Officer of
HealthCentral.com, an online consumer health information service. Previously,
Mr. Greene was the Chief Executive Officer of Sutter Health East Bay, a
health care delivery system and the parent company of Alta Bates Health System,
from June 1996 until September 1998. From May 1990 until March 1998, Mr. Greene
served as the President and Chief Executive Officer of Alta Bates Medical
Center, a 527-bed acute care hospital located in Berkeley, California. From
January 1996 until March 1998, Mr. Greene also served as the President and Chief
Executive Officer of Alta Bates Health System, the parent company of Alta Bates
Medical Center. Mr. Greene has served as an executive in hospital administration
since 1979, most recently as the President of Sinai Samaritan Medical Center in
Milwaukee, Wisconsin from 1988 to 1990. Mr. Greene received a masters of
hospital administration at the University of Michigan, and is presently a
diplomat of the American College of Healthcare Executives and a member of the
American Hospital Association. Mr. Greene is also chair-elect of the California
Healthcare Association, a member of the board of directors of Acuson
Corporation, a manufacturer and provider of medical diagnostic ultrasound
systems, and a member of the board of directors of several other privately held
hospitals and hospital associations.
Kenneth E. Jones has been a director of the Company since May 1997. Mr.
Jones has been the Chairman of the Board and Chief Executive Officer of Globe
Wireless, a provider of marine communications services, since 1990. Mr. Jones
has also held various senior management positions with other companies,
including President and Chief Executive Officer of Ditech Corporation, a
telecommunications company, President and Chief Executive Officer of Automated
Call Processing Corporation, a
3
4
telecommunications company, President and Chief Executive Officer of ClausenKoch
Company, a producer of canned meat products and Vice President and Chief
Financial Officer of Hills Bros. Coffee, Inc., a producer of coffee. Mr. Jones
holds a B.S. in Chemical Engineering from the University of Nebraska and an
M.B.A. from Harvard University.
Joan P. Neuscheler has been a director of the Company since March 1994.
Ms. Neuscheler has been a general partner of Tullis-Dickerson Partners, a
venture capital firm, since September 1992, and the President and Chief
Financial Officer of Tullis-Dickerson & Co., Inc. since April 1989.
Tullis-Dickerson Partners is the general partner of Tullis-Dickerson Capital
Focus, L.P. Ms. Neuscheler is also a director of several privately held
companies.
Thomas F. McNulty has been a director of the Company since October 1994.
Mr. McNulty has served as Senior Vice President, Chief Financial Officer and
Treasurer of Henry Ford Health Systems, an integrated delivery system, since
1983. Mr. McNulty is also a director of several privately held companies and
charitable organizations. Mr. McNulty holds a B.A. in management from DePaul
University.
Cornelius T. Ryan has been a director of the Company since March 1995.
Mr. Ryan has been a general partner of Oxford Partners since 1981 and of OBP
Management L.P., and OBP Management (Bermuda) Limited Partnership since 1992.
OBP Management L.P. and OBP Management (Bermuda) Limited Partnership are the
general partners of Oxford Bioscience Partners L.P. and Oxford Bioscience
Partners (Bermuda) Limited Partnership, respectively. Mr. Ryan is also a
director of several privately held companies. Mr. Ryan holds a Bachelor of
Commerce in Economics from the University of Ottawa, and an M.B.A. from the
University of Pennsylvania.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities
(collectively, "Insiders"), to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten percent stockholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) reports they
file. Based solely on its review of the copies of such forms received by it, or
written representation from certain reporting persons that no Form 5s were
required for those persons, the Company believes that all reporting requirements
under Section 16(a) for the fiscal year ended December 31, 1998 were met in a
timely manner by its directors, executive officers, and greater than ten percent
beneficial owners except that (i) each of Messrs. Durham, Cracchiolo, Hurd and
Roberts did not file a timely Form 5 with respect to the stock bonus awards made
to them in October 1998 and (ii) Mr. Ahearn who failed to file a Form 3 to
report his beneficial ownership upon becoming an Insider in November 1998.
4
5
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information regarding the
compensation earned during the last three fiscal years by (i) the Company's
Chief Executive Officer and (ii) each of the four other most highly compensated
executive officers of the Company serving as such as of the end of the last
fiscal year whose total annual salary and bonus exceeded $100,000, for services
rendered in all capacities to the Company and its subsidiaries. Such individuals
will be hereafter referred to as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- -------------------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL FISCAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS AWARDS OPTIONS/WARRANTS COMPENSATION
------------------ ------ ------ ----- ---------- ---------------- ------------
James D. Durham........ 1998 $275,000 $412,500 $1,862,000(5) 300,000 $3,000(8)
Chairman of the 1997 225,000 100,000 __ 305,000 __
Board and Chief 1996 187,425 __ __ 101,600 __
Executive Officer
John V. Cracchiolo..... 1998 200,000 210,000 997,500(5) 150,000 $1,006(8)
President, Executive 1997 159,375 (1) 103,000 __ 155,000 __
Vice President and 1996 133,333 52,000 __ __ __
Chief Operating
Officer
Andrew Hurd............ 1998 140,384 (2) 193,750(3) 581,875(5) 50,000 __
President, Health 1997 __ __ __ __
Information 1996 __ __ __ __
Management Division
Keith M. Roberts....... 1998 159,375(4) 131,250 498,750(5) 35,000 __
Chief Financial 1997 98,958(6) 50,000 __ 100,000 __
Officer, General 1996 __ __ __ __ __
Counsel and
Assistant Secretary
Bernie Murphy.......... 1998 105,000 44,000 __ 35,000 __
Vice President 1997 96,623 25,000 __ 12,500 __
Finance and Chief 1996 39,955(7) __ __ 15,000 __
Accounting Officer-
- ----------
(1) Effective August 1997, Mr. Cracchiolo's annual salary was increased from
$150,000 to $175,000 by the Board of Directors.
(2) Represents salary paid from February 1998 through December 1998.
(3) Includes sales commissions of $43,750.
(4) Effective July 1998, Mr. Robert's annual salary was increased from
$150,000 to $175,000 by the Board of Directors.
(5) In October 1998, each of Mr. Durham, Mr. Cracchiolo, Mr. Hurd and Mr.
Roberts was awarded a right to receive 112,000, 60,000, 35,000 and
30,000 shares of Common Stock, respectively, under the Company's 1996
Stock Incentive Plan, such shares to be issued in October, 2003, without
payment from the recipient, provided that each such individual remains
in the Company's service through such date. As of the last day of the
1998 fiscal year, the value of the bonus share awards held by each such
individual, based on the market price of the underlying shares of Common
Stock on that date, was the following: Mr. Durham - $2,296,000; Mr.
Cracchiolo - $1,230,000; Mr. Hurd - $717,500; and Mr. Roberts -
$615,000. No dividends are payable with respect to the bonus share
awards until such time as the underlying shares of Common Stock have
been issued.
(6) Represents salary paid from March 1997 through December 1997.
(7) Represents salary paid from June 1996 through December 1996.
(8) Represents premiums paid for split-dollar life insurance.
5
6
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the stock option
grants made to each of the Named Executive Officers during the 1998 fiscal year.
No stock appreciation rights were granted during the 1998 fiscal year to the
Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE OR FOR OPTION TERM(3)
OPTIONS IN FISCAL BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) 1998 PER SHARE(2) DATE 5% 10%
---- ---------- ---------- ------------ ---------- --------- -----------
James D. Durham...... 100,000 6.4% $39.1560 2/02/08 ($270,948) $1,887,899
100,000 6.4% 27.9690 2/02/08 847,652 3,006,599
100,000 6.4% 22.3750 2/02/08 1,407,152 3,565,999
John V. Cracchiolo... 50,000 3.2% 39.1560 2/02/08 (135,474) 943,949
50,000 3.2% 27.9690 2/02/08 423,876 1,503,299
50,000 3.2% 22.3750 2/02/08 703,576 1,782,999
Andrew J. Hurd....... 50,000 3.2% 22.3750 2/02/08 703,576 1,782,999
Keith M. Roberts..... 35,000 2.2% 22.3750 2/02/08 492,503 1,249,000
Bernie J. Murphy..... 35,000 2.2% 22.3750 2/02/08 492,503 1,249,00
(1) Each option set forth in the table above has a maximum term of ten (10)
years measured from the grant date, subject to earlier termination upon
the executive officer's termination of service with the Company. Each
option will become exercisable for 25% of the option shares upon the
optionee's completion of one year of service measured from the grant
date and will become exercisable for the remaining shares in equal
monthly installments over the next three years of service thereafter.
The option will immediately become exercisable for all of the option
shares upon an acquisition of the Company by merger or asset sale unless
the options are assumed by the successor corporation.
(2) The exercise price may be paid in cash, in shares of the Company's
Common Stock valued at fair market value on the exercise date or through
a cashless purchase procedure involving a same-day sale of the purchased
shares. The Company may also finance the option exercise by loaning the
optionee sufficient funds to pay the exercise price for the purchased
shares and the federal and state income tax liability incurred by the
optionee in connection with such exercise.
(3) There can be no assurance provided to any executive officer or any
other holder of the Company's securities that the actual stock price
appreciation over the 10-year option term will be at the assumed 5% and
10% compounded annual rates or at any other defined level. Unless the
market price of the Common Stock appreciates over the option term, no
value will be realized from the option grants made to the Named
Executive Officers.
6
7
OPTION EXERCISES AND YEAR-END VALUES
No stock appreciation rights were granted during the 1998 fiscal year or
outstanding at the end of such fiscal year. The following table sets forth
certain information with respect to the Named Executive Officers concerning
option exercises during the 1998 fiscal year as well as the number of shares of
the Company's Common Stock subject to exercisable and unexercisable stock
options which the Named Executive Officers held at the end of the 1998 fiscal
year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
(#) SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END (1)
ON ($) VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED(2) EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
---- ---------- ----------- ----------- --------------- ----------- ---------------
James D. Durham..... -- -- 623,195(3) 471,979 $9,618,466 $1,708,867
John V. Cracchiolo.. -- -- 96,563 248,437 1,141,367 1,054,258
Andrew J. Hurd...... -- -- -- 50,000 -- --
Keith M. Roberts.... 16,020 $299,620 32,146 86,834 352,245 568,537
Bernie J. Murphy.... 1,500 25,125 7,781 49,219 $ 92,191 $ 170,996
- ----------
(1) Calculated by determining the difference between the fair market value
of the Company's Common Stock as of December 31, 1998 and the exercise
price of the option.
(2) Calculated by multiplying the number of shares acquired on exercise by
the difference between the fair market value of the shares on the date
of exercise and the exercise price.
(3) Includes 134,574 shares of Common Stock issuable upon exercise of a
warrant held by Trigon Resources Corporation and 355,600 shares of
Common Stock issuable upon exercise of a warrant held by Mr. Durham. See
"Security Ownership of Certain Beneficial Owners and Management."
EMPLOYMENT AGREEMENTS
In November 1997, the Company entered into an employment agreement with
John V. Cracchiolo, the Company's President and Chief Operating Officer.
Pursuant to the agreement, Mr. Cracchiolo received a base salary of $200,000 for
the 1998 calendar year and is eligible for such annual cash bonuses as the
Compensation Committee in its discretion shall award. The agreement also
contains the following severance provisions: (i) if Mr. Cracchiolo dies, his
estate will receive a special termination payment equal to one months' salary
and (ii) if Mr. Cracchiolo is terminated by reason of disability or an
Involuntary Termination other than a Termination for Cause (as those terms are
defined in the agreement), Mr. Cracchiolo will receive an aggregate amount equal
to his average annual rate of base salary for the two immediately preceding
calendar years and will also continue to receive, for a period of 12 months, his
life, health and disability and other benefits. In addition, upon a Change in
Control or an Involuntary Termination other than a Termination for Cause, Mr.
Cracchiolo's outstanding options will vest immediately. The initial term of the
agreement was one year from the effective date, to be extended automatically on
each succeeding anniversary of such effective date for an additional one
(1)-year period unless, not later than three (3) months preceding such
anniversary date, the Company shall have given written notice to Mr.
Cracchiolo that it will not extend the term of the agreement.
In November 1997, the Company entered into an employment agreement with
James D. Durham, the Company's Chief Executive Officer. Pursuant to the
agreement, Mr. Durham received a base salary of $275,000 for the 1998 calendar
year. In addition, Mr. Durham is eligible for such annual cash bonuses as the
Compensation Committee in its discretion shall award. The
7
8
agreement also contains the following severance provisions: (i) if Mr. Durham
dies, his estate will receive a special termination payment equal to one months'
salary and (ii) if Mr. Durham is terminated by reason of disability or an
Involuntary Termination other than a Termination for Cause (as those terms are
defined in the agreement), Mr. Durham will receive an aggregate amount equal to
the sum of (a) his average annual rate of base salary and (b) his average bonus
paid to him by the Company, in each case for services rendered by Mr. Durham in
the two immediately preceding calendar years, and will also continue to receive,
for a period of 12 months (24 months if Mr. Durham's termination is effected in
connection with a Change in Control, as defined in the agreement), his life,
health and disability and other benefits. In addition, upon a Change in Control
or an Involuntary Termination other than a Termination for Cause, Mr. Durham's
outstanding options will vest immediately. The agreement terminates on December
31, 1999, and will automatically renew for a term of one (1) year on such date
and on each succeeding anniversary of such date, unless the Company provides
written notice to Mr. Durham, not later than three months prior to such
anniversary date, that it will not extend the term of the agreement.
In January 1998, the Company entered into an employment agreement with
Andrew J. Hurd, the Company's President, Health Information Management Division.
Pursuant to the agreement, Mr. Hurd received a base salary of $150,000 for the
1998 calendar year and is eligible to receive a bonus payment equal to $150,000,
subject to the achievement of established annual performance objectives. Mr.
Hurd is also eligible to receive additional bonuses based on the achievement of
incremental revenue in excess of the established revenue performance objectives.
Pursuant to the agreement, Mr. Hurd was granted an option to purchase 50,000
shares of the Company's Common Stock in accordance with the Company's 1996 Stock
Incentive Plan and was entitled, subject to the approval of the Company's Board
of Directors, to a warrant to purchase 50,000 shares of the Company Common
Stock. If Mr. Hurd is terminated without cause, he will be entitled to receive
three months' salary. In addition, if Mr. Hurd's employment is terminated
without cause in connection with a Change in Control (as such term is defined in
the agreement), all of his outstanding options will vest immediately.
In March 1998, the Company entered into an employment agreement with
Keith M. Roberts, the Company's Executive Vice President, Chief Financial
Officer and General Counsel. Pursuant to the agreement, Mr. Roberts received a
base salary of $175,000 for the 1998 calendar year and is eligible for such
annual cash bonuses as the Compensation Committee in its discretion shall award.
The agreement also contains the following severance provisions: (i) if Mr.
Roberts dies, his estate will receive a special termination payment equal to one
months' salary and (ii) if Mr. Roberts is terminated by reason of disability or
an Involuntary Termination other than a Termination for Cause (as those terms
are defined in the agreement), Mr. Roberts will receive an aggregate amount
equal to his average annual rate of base salary for the two immediately
preceding calendar years and will also continue to receive, for a period of 12
months, his life, health and disability and other benefits. In addition, upon a
Change in Control or an Involuntary Termination other than a Termination for
Cause, Mr. Robert's outstanding options will vest immediately. The term of the
agreement is one year from the effective date, to be extended automatically on
each succeeding anniversary of the effective date for an additional one (1)-year
period unless, not later than three (3) months preceding such anniversary date,
the Company shall have given written notice to Mr. Roberts that it will not
extend the term of the agreement.
In connection with an acquisition of the Company by merger or asset
sale, to the extent not otherwise provided in an employment agreement entered
into with the Company, each outstanding option held by the Chief Executive
Officer and the other executive officers under the Company's 1996 Stock
Incentive Plan will automatically accelerate in full, except to the extent such
options are to be assumed by the successor corporation. In addition, the
Compensation Committee, as Plan Administrator of the 1996 Stock Incentive Plan
has the authority to provide for the accelerated vesting of the shares of Common
Stock subject to outstanding options held by the Chief Executive Officer or any
other executive officer or any unvested shares of Common Stock subject to direct
issuances held by such individual, in connection with the termination of the
officer's employment following: (i) a merger or asset sale in which these
options are assumed or are assigned or (ii) certain hostile changes in control
of the Company.
DIRECTOR COMPENSATION
Non-employee directors will be reimbursed for their reasonable expenses
incurred in connection with attending board meetings. Non-employee directors
receive periodic option grants under the Automatic Option Grant Program in
effect under the Company's 1996 Stock Incentive Plan and are also eligible to
receive option grants under the Discretionary Option Grant Program of that plan.
8
9
Under the Automatic Option Grant Program, each individual who is first
elected or appointed as a non-employee Board member will receive at the time of
such initial election or appointment an automatic option grant for 10,000 shares
of Common Stock, provided such individual was not previously in the Company's
employ. At each annual stockholders meeting, each individual who is to continue
in service as a non-employee Board member, will automatically be granted at that
meeting an option to purchase 4,000 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months.
Each option under the Automatic Option Grant Program has an exercise
price per share equal to 100% of the fair market value per share of Common Stock
on the option grant date and a maximum term of ten (10) years measured from the
grant date. The option is immediately exercisable for all the option shares, but
any purchased shares are subject to repurchase by the Company, at the exercise
price paid per share, upon the optionee's cessation of Board service prior to
vesting in those shares. Each initial 10,000-share grant vests, and the
Company's repurchase right lapses, as follows: (i) one-third (1/3) of the option
shares vest upon the optionee's completion of one (1) year of Board service
measured from the option grant date and (ii) the balance of the option shares
vest in a series of twenty-four (24) successive equal monthly installments upon
the optionee's completion of each additional month of Board service over the
twenty-four (24)-month period measured from the first anniversary of such grant
date. Each annual 4,000-share grant vests, and the Company's repurchase right
lapses, in a series of twelve (12) successive equal monthly installments over
the optionee's period of Board service measured from the grant date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee during the 1998 fiscal year
consisted of Ms. Neuscheler (Chairperson), Mr. Jones and Mr. Ryan. No member
of such Committee was at any time during the 1998 fiscal year or at any other
time an officer or employee of the Company. No current executive officer of the
Company has ever served on the compensation committee of any other entity that
has or has had one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.
9
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 31, 1999 by (i)
each person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than five percent of the outstanding shares of the
Company's Common Stock, (ii) each director of the Company, (iii) each Named
Executive Officer of the Company and (iv) all executive officers and directors
of the Company as a group.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
---------------------------
NAME OF BENEFICIAL OWNERS NUMBER PERCENT
------------------------- ------ -------
Pilgrim Baxter & Associates, Ltd(2)........ 1,860,700 9.0%
825 Duportail Road
Wayne, PA 19087
The TCW Group, Inc.(3)..................... 1,690,743 8.2%
865 South Figueroa Street
Los Angeles, CA 94804
Robert Day(3).............................. 1,690,743 8.2%
200 Park Avenue, Suite 2200
New York, NY 10166
The Equitable Companies Incorporated(4).... 1,624,116 7.9%
1290 Avenue of the Americas
New York, NY 10104
Nitin T. Mehta(5).......................... 1,326,362 6.4%
58 Greenoaks Drive
Atherton, CA 94027
Joe D. Whisenhunt, Sr.(6).................. 1,255,190 6.1%
Harmony Meadows Ranch
Route 2, Box 150
Bee Branch, AR 72013
James D. Durham(7)......................... 1,230,469 5.9%
John V. Cracchiolo(8)...................... 405,000 2.0%
Andrew J. Hurd(9)......................... 130,000 *
Keith M. Roberts(10)....................... 148,980 *
Bernie J. Murphy(11) ...................... 87,000 *
Albert L. Greene(12) ...................... 14,000 *
Kenneth E. Jones(13)....................... 14,000 *
Thomas F. McNulty(14)...................... 48,491 *
Joan P. Neuscheler(15)..................... 141,493 *
Cornelius T. Ryan(16)...................... 18,184 *
All executive officers and directors as
a group (10 persons)(17)................ 2,237,617 10.3%
* Less than one percent.
1. Percentage ownership is based on 20,684,967 shares of Common Stock
outstanding on March 31, 1999. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to
securities. Shares of Common
10
11
Stock subject to options, warrants and convertible notes currently
exercisable or convertible, or exercisable or convertible within 60
days, are deemed outstanding for computing the percentage of the person
holding such options, but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
2. Represents shares beneficially owned by Pilgrim Baxter & Associates,
Ltd. ("Pilgrim Baxter") based on the information contained in Amendment
No. 2 to Schedule 13G filed on January 19, 1999. Pilgrim Baxter is an
investment adviser registered under the Investment Advisers Act of 1940.
3. Represents shares beneficially owned by The TCW Group, Inc. and Robert
Day based on information contained in a Schedule 13G filed on February
12, 1999 and includes 384,209 shares issuable upon conversion of 5.25%
Convertible Debentures. According to the Schedule 13G, Robert Day may be
deemed to control the TCW Group, Inc.
4. Represents shares beneficially owned by The Equitable Companies
Incorporated ("Equitable") based on information in a Schedule 13G filed
on February 16, 1999. All shares of the Common Stock reported as
beneficially owned by Equitable were directly beneficially owned by
subsidiaries of Equitable.
5. Represents shares beneficially owned by Nitin T. Mehta based on
information contained in a Schedule 13G filed on June 15, 1998.
6. Represents shares beneficially owned by Joe D. Whisenhunt, Sr. based on
information contained in a Schedule 13D filed on October 15, 1998.
7. Includes 23,295 shares of Common Stock owned by Trigon Resources
Corporation ("Trigon"), a corporation owned by Mr. Durham and his two
children, 134,574 shares of Common Stock issuable upon exercise of a
warrant held by Trigon, and 355,600 shares issuable upon exercise of a
warrant held by Mr. Durham. Also includes 605,000 shares issuable upon
exercise of options, 258,542 of which are exercisable within 60 days of
March 31, 1999 and 112,000 shares subject to a stock bonus award, which
shares will be issued in October 2003, or earlier, in the event certain
performance milestones are attained. Mr. Durham's address is 1003
Cutting Boulevard, Suite 200, Richmond, California 94804.
8. Includes 345,000 shares issuable upon exercise of options, 166,042 of
which are exercisable within 60 days of March 31, 1999 and 60,000 shares
subject to a stock bonus award, which shares will be issued in October
2003, or earlier, in the event certain performance milestones are
attained.
9. Includes 95,000 shares issuable upon exercise of options, 15,625 of
which are exercisable within 60 days of March 31, 1999 and 35,000 shares
subject to a stock bonus award, which shares will be issued in October
2003, or earlier, in the event certain performance milestones are
attained.
10. Includes 118,980 shares issuable upon exercise of options, 52,319 of
which are exercisable within 60 days of March 31, 1999 and 30,000 shares
subject to a stock bonus award, which shares will be issued in October
2003, or earlier, in the event certain performance milestones are
attained.
11. Includes 87,000 shares issuable upon exercise of options, 21,583 of
which are exercisable within 60 days of March 31, 1999.
12. Includes 14,000 shares issuable upon exercise of options, 10,667 of
which are exercisable within 60 days of March 31, 1999.
13. Includes 14,000 shares issuable upon exercise of options, 10,667 of
which are exercisable within 60 days of March 31, 1999.
14. Includes 48,491 shares issuable upon exercise of options, 45,892 of
which are exercisable within 60 days of March 31, 1999.
15. Includes 122,005 shares of Common Stock issuable upon exercise of
certain warrants issued to Tullis-Dickerson Capital Focus, L.P. Also
includes 18,000 shares issuable upon exercise of options held by Ms.
Neuscheler, 16,611 of which are exercisable within 60 days of March 31,
1999. Ms. Neuscheler, a director of the Company, is a general partner of
Tullis-Dickerson Partners, which is the general partner of
Tullis-Dickerson Capital Focus, L.P. Ms. Neuscheler disclaims beneficial
ownership in the shares held by Tullis-Dickerson Capital Focus, L.P.,
except to the extent of her pecuniary interest arising from her general
partnership interest in Tullis-Dickerson Partners. Also includes 744
shares held in trust for the benefit of Susannah Dickerson and 744
shares held in trust for the benefit of Caroline Dickerson. Ms.
Neuscheler disclaims beneficial ownership in such shares.
16. Includes 18,000 shares issuable upon exercise of options held by Mr.
Ryan, 16,611 of which are exercisable within 60 days of March 31, 1999.
17. Includes 612,179 shares issuable upon exercise of certain warrants.
Also includes 1,363,471 shares issuable upon exercise of options,
614,559 of which shares are exercisable within 60 days of March 31,
1999 and 237,000 shares subject to a stock bonus award, which shares
will be issued in October 2003, or earlier, in the event certain
performance milestones are attained.
11
12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In addition to the indemnification provisions contained in the Company's
Restated Certificate of Incorporation and Bylaws, the Company has entered into
separate indemnification agreements with each of its directors and officers.
These agreements require the Company, among other things to indemnify such
director or officer against expenses (including attorneys' fees), judgments,
fines and settlements (collectively, "Liabilities") paid by such individual in
connection with any action, suite or proceeding arising out of such individual's
status or service as a director or officer of the Company (other than
Liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by the
Company.
12
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(c) Exhibits.
2.1 Assets Purchase Agreement dated December 31, 1995, by and among
QuadraMed Corporation, a Delaware corporation and California
corporation.(1)
2.2 Assets Purchase Agreement dated December 31, 1995, by and among
QuadraMed Acquisition Corporation, Kaden Arnone, Inc. and its
stockholders.(1)
2.3 Exchange Agreement dated June 25, 1996, by and among QuadraMed
Holdings, Inc., QuadraMed Corporation, and certain stockholders
listed on Schedule A thereto.(1)
2.4 Acquisition Agreement and Plan of Merger, dated December 2,
1996 between the Company and InterMed Acquisition Corporation,
a wholly-owned subsidiary of the Company. and InterMed
Healthcare Systems Inc. and its Stockholders. (2)
2.5 Acquisition Agreement and Plan of Merger, dated as of March 1,
1997, by and among QuadraMed Corporation, Healthcare Recovery
Acquisition Corporation, Healthcare Recovery Incorporated and
its Shareholders (the "HRI Acquisition Agreement and Plan of
Merger"). (3)
2.6 First Amendment to HRI Acquisition Agreement and Plan of
Merger, dated as of April 22, 1997. (3)
2.7 Second Amendment to HRI Acquisition Agreement and Plan of
Merger, dated as of April 24, 1997. (3)
2.8 Acquisition Agreement and Plan of Merger, dated as of September
24, 1997, by and among QuadraMed Corporation, HRM Acquisition
Corporation, Healthcare Revenue Management, Inc. and its
Stockholders (the "Acquisition Agreement and Plan of
Merger").(4)
2.9 First Amendment to Acquisition Agreement and Plan of Merger,
dated as of September 29, 1997.(4)
2.10 Agreement and Plan of Reorganization by and between QuadraMed
Corporation and Medicus Systems Corporation, dated as of
November 9, 1997.(5)
2.11 Amendment No. 1 to Agreement and Plan of Reorganization, dated
as of February 26, 1998.(10)
2.12 Amendment No. 2 to Agreement and Plan of Reorganization, dated
as of March 24, 1998.(10)
2.13 Acquisition Agreement and Plan of Merger dated as of December
29, 1997, by and among QuadraMed Corporation and Resource
Health Partners, L.P. (6)
2.14 Acquisition Agreement and Plan of Merger dated as of February
2, 1998, by and among QuadraMed Corporation and Cabot Marsh
Corporation. (7)
2.15 Acquisition Agreement and Plan of Merger, dated June 1, 1998,
by and among QuadraMed Corporation, Pyramid Health Acquisition
Corporation, Pyramid Health Group, Inc. and its Shareholders.
(11)
2.16 Acquisition Agreement and Plan of Merger, dated September 30,
1998, by and among QuadraMed Corporation and IMN Corp. (12)
3.1 Reserved.
13
14
3.2 Second Amended and Restated Certificate of Incorporation of the
Company.(1)
3.3 Reserved.
3.4 Amended and Restated Bylaws of the Company.(1)
4.1 Reference is made to Exhibits 3.2 and 3.4.(1)
4.2 Form of Common Stock certificate.(1)
4.3 Form of Exchange Agreement dated March 16, 1994, by and among
the Company, THCS Holding, Inc. and certain stockholders listed
on Schedule A thereto.(1)
4.4 Reserved.
4.5 Reserved.
4.6 Reserved.
4.7 Amended and Restated Agreement Regarding Adjustment Shares
dated June 25, 1996, by and among the Company, QuadNet
Corporation and the individuals listed on Schedule A
thereto.(1)
4.8 Amended and Restated Shareholder Rights Agreement dated June
25, 1996, by and between the Company and the investors listed
on Schedule A thereto.(1)
4.9 Stock Purchase Warrant dated September 27, 1995 issued to James
D. Durham and amendment #1 thereto dated July 10, 1997. (8)
4.10 Reserved.
4.11 Form of Warrant to Purchase Common Stock.(1)
4.12 Registration Rights Agreement dated December 5, 1996, by and
between the Company and the investors listed on Schedule A
thereto.(8)
4.13 Registration Rights Agreement, dated as of December 29, 1997,
by and among QuadraMed Corporation, Resource Health Partners,
L.P. and certain stockholders. (6)
4.14 Registration Rights Agreement, dated as of June 5, 1998, by and
among QuadraMed Corporation and the shareholders of Pyramid
Health Group, Inc. named therein. (11)
4.15 Registration Rights Agreement, dated as of September 30, 1998
by and among QuadraMed Corporation, IMN Corp. and the
shareholders of IMN Corp. named herein. (12)
4.16 Subordinated Indenture, dated as of May 1, 1998 between
QuadraMed Corporation and The Bank of New York. (13)
4.17 Officers' Certificate delivered pursuant to Sections 2.3 and
11.5 to the Subordinated Indenture. (13)
4.18 Registration Rights Agreement, dated April 27, 1998 by and
among QuadraMed Corporation and the Initial Purchasers named
therein. (13)
4.19 Form of Global Debenture. (13)
4.20 Form of Certificated Debenture. (13)
14
15
10.1 1996 Stock Incentive Plan of the Company.(1)
10.2 1996 Employee Stock Purchase Plan of the Company.(1)
10.3 Summary Plan Description, QuadraMed Corporation 401(k) Plan.(1)
10.4 Form of Indemnification Agreement between the Company and its
directors and executive officers.(1)
10.5 Reserved.
10.6 Lease dated February 26, 1996 for facilities located at 1345
Campus Parkway, Building M, Block #930, Lot #51.02, Neptune,
New Jersey.(1)
10.7 Lease dated May 23, 1994 for facilities located at 80 East Sir
Francis Drake Boulevard, Suite 2A, Larkspur, California.(1)
10.8 Reserved.
10.9 Reserved.
10.10 Stock Purchase Agreement dated March 3, 1994, by and between
the Company and James D. Durham.(1)
10.11 Reserved.
10.12 Reserved.
10.13 Reserved.
10.14 Reserved.
10.15 Credit Terms and Conditions dated July 2, 1997, by and between
Imperial Bank and the Company, with addendum thereto. (8)
10.16 Reserved.
10.16.1 Reserved.
10.17 Reserved.
10.18 Reserved.
10.19 Reserved.
10.20 Reserved.
10.21 Reserved.
10.22 Reserved.
10.23 Reserved.
10.24 Reserved.
10.25 Reserved.
10.26 Reserved.
15
16
10.27 Reserved.
10.28 Reserved.
10.29 Reserved.
10.30 Reserved.
10.31 Reserved.
10.32 Reserved.
10.32 Reserved.
10.34 Reserved.
10.35 Reserved.
10.36 Reserved.
10.37 Reserved.
10.38 Reserved.
10.39 Letter dated July 1, 1997 from the Company to Lemuel C.
Stewart, Jr. regarding terms of employment.(9)
10.40 Form of Stock Purchase Agreement dated as of November 9, 1997
by and among QuadraMed Corporation and certain stockholders of
Medicus Systems Corporation.(5)
10.41 Form of Stock Purchase Warrant dated as of November 9, 1997
issued to certain stockholders of Medicus (including as
Appendix A to Exhibit 10.40).(5)
10.42 Letter dated November 1, 1997 from the Company to James D.
Durham, regarding terms of employment.(5)
10.43 Letter dated November 13, 1997 from the Company to John V.
Cracchiolo, regarding terms of employment.(5)
10.44 Reserved.
10.45 Letter dated January 15, 1998 from the Company to Andrew J.
Hurd, regarding terms of employment.(10)
10.46 Employment Agreement dated September 29, 1997 by and between
Steven D. McCoy and the Company.(10)
10.47 Letter dated March 17, 1998 from the Company to Keith M.
Roberts regarding terms of employment. (10)
10.48 Employment Agreement dated February 4, 1998 by and between
Ruthann Russo and the Company. (10)
10.49 Employment Agreement, dated June 5, 1998, between QuadraMed
Corporation and Nitin T. Mehta. (14)
10.50 Mergers and Acquisitions Advisory Fee Agreement, dated June 5,
1998, between QuadraMed Corporation and Mehta & Company, Inc.
(14)
21 List of Subsidiaries of the Registrant. (10)
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.(15)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.(15)
16
17
24.1 Power of Attorney (set forth in the signature page hereto).
(15)
27.1 Financial Data Schedule for the Year Ended 12/31/1998. (15)
- ------------
(1) Incorporated herein by reference from the exhibit with the same number
to the Company's Registration Statement on Form SB-2, No. 333-5180-LA,
as filed with the Commission on June 28, 1996, as amended by Amendment
No. 1, Amendment No. 2 and Amendment No. 3 thereto, as filed with the
Commission on July 26, 1996, September 9, 1996, and October 2, 1996,
respectively.
(2) Incorporated herein by reference from the exhibit with the same number
to the Company's Current Report on Form 8-K, as filed with the
Commission on January 9, 1997.
(3) Incorporated herein by reference from the exhibit with the same number
to the Company's Current Report on Form 8-K, as filed with the
Commission on May 9, 1997, as amended on July 8, 1997 and March 10,
1998.
(4) Incorporated herein by reference from the exhibit with the same number
to the Company's Current Report on Form 8-K, as filed with the
Commission on October 10, 1997, as amended on March 10, 1998.
(5) Incorporated by reference from the exhibit with the same number to the
Company's Current Report on Form 8-K, as filed with the commission on
November 21, 1997.
(6) Incorporated herein by reference from Exhibit 2.11 to the Company's
Current Report on Form 8-K, as filed with the Commission on January 13,
1998.
(7) Incorporated herein by reference from Exhibit 2.12 to the Company's
Current Report on Form 8-K, as filed with the Commission on February 18,
1998.
(8) Incorporated herein by reference from the exhibit with the same number
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, as filed with the Commission on August 14, 1997, as
amended September 4, 1997.
(9) Incorporated by reference from the exhibit with the same number to the
Company's Registration Statement on Form S-3, No. 333-36189, as filed
with the Commission on September 23, 1997, as amended by Amendment No. 1
and Amendment No. 2 thereto, as filed with the Commission on October 1,
1997 and October 15, 1997 respectively.
(10) Incorporated herein by reference from the Company's Annual Report on
Form 10-K, as filed with the Commission on March 31, 1998, as amended
April 20, 1998.
(11) Incorporated herein by reference from the Company's Current Report on
Form 8-K, as filed with the Commission on June 6, 1998.
(12) Incorporated herein by reference from the Company's Current Report on
Form 8-K, as filed with the Commission on October 15, 1998.
(13) Incorporated herein by reference from the Company's Registration
Statement on Form S-3, No. 333-55775, as filed with the Commission on
June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the
Commission on June 17, 1998.
(14) Incorporated herein by reference from the Company's Current Report on
Form 8-K/A, as filed with the Commission on June 17, 1998.
(15) Filed with original Form 10-K on March 31, 1998.
17
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
QUADRAMED CORPORATION
Date: April 30, 1999
By: /s/ KEITH M. ROBERTS
------------------------------------
Keith M. Roberts
Executive Vice President, Chief
Financial Officer and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons in the capacities and on
the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and Chief April 30, 1999
- ---------------------------------- Executive Officer (Principal Executive
James D Durham Officer)
/s/ KEITH M. ROBERTS Executive Vice President, Chief April 30, 1999
- ---------------------------------- Financial Officer (Principal Financial
Keith M. Roberts and Accounting Officer) and General
Counsel
* Vice President, Finance and Chief April 30, 1999
- ----------------------------------- Accounting Officer (Principal
Bernie J. Murphy Accounting Officer)
Director
* April 30, 1999
- -----------------------------------
Albert L. Greene
* Director April 30, 1999
- -----------------------------------
Kenneth E. Jones
* Director April 30, 1999
- -----------------------------------
Thomas F. McNulty
* Director April 30, 1999
- -----------------------------------
Joan P. Neuscheler
* Director April 30, 1999
- -----------------------------------
Cornelius T. Ryan
*By: /s/ KEITH M. ROBERTS Director April 30, 1999
--------------------------
Keith M. Roberts
Attorney-In-Fact
18
19
QUADRAMED CORPORATION
1998 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
PART III.................................................................... 2
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............... 2
ITEM 11. EXECUTIVE COMPENSATION........................................... 5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................... 12
PART IV..................................................................... 13
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. 13
SIGNATURES.................................................................. 18
i