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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES Exchange Act of 1934 for the
fiscal year ended December 31, 2000 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 0-22019
HEALTH GRADES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of 62-1623449
incorporation or organization) (I.R.S. Employer Identification No.)
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 716-0041
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.001 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 reports), 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 registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this annual report on Form 10-K or any amendment to
this annual report on Form 10-K. [ ]
As of March 31, 2001, the aggregate market value of the common stock held by
non-affiliates of the registrant was $26,500,295. Such aggregate market value
was computed by reference to the closing sale price of the common stock as
reported on the Nasdaq Small Cap Market on such date. For purposes of making
this calculation only, the registrant has defined "affiliates" as including all
directors and beneficial owners of more than five percent of the common stock of
the registrant.
As of March 31, 2001 there were 21,273,425 shares of the registrant's common
stock outstanding.
This amendment to Health Grades, Inc.'s (the "Company") Form 10-K for the fiscal
year ended December 31, 2000 amends and modifies the Form 10-K to set forth the
information required in Part III of Form 10-K. The information in Part III was
to be
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incorporated by reference to the Company's definitive Proxy Statement to be
filed pursuant to Regulation 14A. However, the Company's definitive Proxy
Statement will not be filed within the 120 day period after the end of the
Company's fiscal year necessary to enable the Company to incorporate such
information by reference.
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
DIRECTORS OF THE REGISTRANT
KERRY R. HICKS, age 41, one of our founders, has served as our Chief Executive
Officer since our inception in 1995. He also served as our President from our
inception until November 1999. From 1985 to 1995, he served as Senior Vice
President of LBA Healthcare Management (LBA).
PATRICK M. JAECKLE, age 42, one of our founders, served as one of our directors
since our inception in 1995. He served as our President from November 1999
through March 2001. He was previously our Executive Vice President of Corporate
Development since our inception in 1995 until November 1999. From February 1994
through March 1996, Mr. Jaeckle served as Director of Healthcare Corporate
Finance at Morgan Keegan & Co., Inc. Previously, Mr. Jaeckle was a member of the
healthcare groups at both Credit Suisse First Boston and Smith Barney. Prior to
his career in investment banking, Mr. Jaeckle was a member of the International
Business Development Group at Merck & Company.
PETER H. CHEESBROUGH, age 49, has served as one of our directors since December
1996. Since October 2000, Mr. Cheesbrough has been self-employed as a
consultant. From August 1999 through September 2000, Mr. Cheesbrough served as
Senior Vice President Finance and Chief Financial Officer of XCare.net, a
company providing internet-based business to business connectivity, information
exchange and electronic commerce applications solutions for healthcare. From
June 1993 to August 1999, Mr. Cheesbrough was the Senior Vice President-Finance
and Chief Finance Officer of Echo Bay Mines Ltd., a company engaged in precious
metals mining. Mr. Cheesbrough is a Fellow of the Institute of Chartered
Accountants of England and Wales and also a chartered accountant in Canada.
LESLIE S. MATTHEWS, M.D., age 49, has served as one of our directors since
December 1996. Since October 1994, Dr. Matthews has been an orthopaedic surgeon
at Greater Chesapeake Orthopaedic Associates, LLC, and since 1990, he has been
the Chief of Orthopaedic Surgery at Union Memorial Hospital.
MATS WAHLSTROM, age 46, has served as one of our directors since March 1997.
Since May 2000, Mr. Wahlstrom has served as an Executive Vice President for
Securitas AB, a multinational corporation engaged in guard services, alarm
system design, installation and monitoring and cash-in-transit services. From
1990 until February 2000, Mr. Wahlstrom served in various capacities for Gambro
AB and its affiliated companies, which are engaged in the manufacture of
equipment for hemodialysis, cardiovascular surgery and blood component analysis
and in the provision of health care services. He was President of Gambro
Healthcare, Inc. from 1993 until February 2000, Executive Vice President of
Gambro AB from 1990 until February 2000 and President of COBE Laboratories,
Inc., a subsidiary of Gambro AB engaged in the development and manufacture of
hemodialysis products and the operation of dialysis centers from 1991 until
February 2000.
PARAG SAXENA, age 45, has served as one of our directors since March 2000. Mr.
Saxena has served in various capacities at INVESCO Private Capital, Inc. or its
predecessor since May 1983, most recently as its Chief Executive Officer.
MARC S. SANDROFF, age 43, has served as one of our directors since March 2000.
Mr. Sandroff has been a general partner and/or Managing Director of Essex
Woodlands Health Venture Funds since 1987. From 1984 to 1987, he was one of nine
professionals responsible for managing the venture capital portfolio for
Allstate Insurance. Prior to entering the venture capital industry, he was a
founder of and had direct operating responsibility for several rehabilitation
and long-term care facilities.
JOHN QUATTRONE, age 48, has served as one of our directors since November 2000.
Mr. Quattrone has served as General Director of Human Resources for General
Motors North America Automotive Operations since 1995.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors and beneficial owners of more than ten percent of our common stock to
file reports of ownership of our securities and changes in ownership with the
Securities and Exchange Commission. We believe that all filings required to be
made during 2000 were made on a timely basis, except that Peter Stahl and John
Quattrone each filed his initial ownership report after the applicable due date.
We attribute the late filing to errors in our own internal procedures that
have been rectified.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information concerning the compensation
we paid to our Chief Executive Officer and the four other most highly paid
executive officers (collectively, the "named executive officers") during 2000,
1999 and 1998.
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION (1)
- --------------------------- ---- ------ ----- ------------- ----------------
Kerry R. Hicks 2000 $259,118 $125,000 260,000 $4,800
Chief Executive Officer 1999 $253,606 $ -- 475,000 $7,137
1998 $248,923 $ -- 500,000 $4,197
Patrick M. Jaeckle (2) 2000 $259,118 $ 70,000 140,000 $4,800
President 1999 $253,606 $ -- 475,000 $4,800
1998 $250,400 $ -- 500,000 $ --
D. Paul Davis (3) 2000 $177,828 $ 50,000 100,000 $4,800
Executive Vice President - Finance/CFO 1999 $174,391 $ -- 200,000 $6,392
1998 $166,442 $ -- 305,310 $6,402
David G. Hicks 2000 $175,419 $ 50,000 100,000 $4,800
Executive Vice President - Information 1999 $162,377 $ -- 200,000 $6,070
& Technology 1998 $139,615 $ -- 183,659 $5,584
Timothy D. O'Hare 2000 $149,252 $ 30,000 100,000 $4,800
Senior Vice President - ProviderWeb 1999 $146,077 $ -- 200,000 $5,728
1998 $143,402 $ -- 183,659 $5,736
(1) Includes amounts that we contributed for the account of the executive
officers, under our Retirement Savings Plan.
(2) Mr. Jaeckle resigned effective March 29, 2001. He will continue to provide
services to us as a consultant through September 2001. See Item 13.,
CERTAIN RELATIONS AND RELATED TRANSACTIONS for more information.
(3) Mr. Davis resigned effective April 30, 2001.
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Stock Options
The following table sets forth certain information regarding stock options
granted during 2000 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS (1) EMPLOYEES IN PRICE EXPIRATION GRANT DATE (2)
NAME GRANTED FISCAL YEAR PER SHARE DATE PRESENT VALUE
- ---- -------------------- ------------- ------------ ----------- --------------
Kerry R. Hicks 260,000 11.19% $ 0.6250 11/20/10 $ 132,600
Patrick M. Jaeckle 140,000 6.03% $ 0.6250 11/20/10 $ 71,400
D. Paul Davis 100,000 4.31% $ 0.6250 11/20/10 $ 51,000
David G. Hicks 100,000 4.31% $ 0.6250 11/20/10 $ 51,000
Timothy D. O'Hare 100,000 4.31% $ 0.6250 11/20/10 $ 51,000
(1) On November 20, 2000, we granted options to our executive officers. The
options each have an exercise price of $0.625, which was the closing price
per share of our common stock on the date of grant. The options vest in
one-third increments on each of the first through the third year
anniversaries of the date of grant and terminate ten years from the date of
grant.
(2) These amounts represent the estimated fair value of stock options, measured
at the date of grant using the Black-Scholes option pricing model. There
are four underlying assumptions used in developing the grant valuations: an
expected volatility of 1.46; an expected term to exercise of 3 years;
risk-free interest rate over the life of the option of 5.06%; and an
expected dividend yield of zero. The actual value, if any, an officer may
realize will depend on the amount by which the stock price exceeds the
exercise price on the date the option is exercised. Consequently, there is
no assurance the value realized by an officer will be at or near the value
estimated above. These amounts should not be used to predict stock
performance.
The following table sets forth certain information regarding stock options held
as of December 31, 2000 by the named executive officers. The named executive
officers did not exercise any stock options in 2000.
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXCERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END (1)
---------------------------------------- ---------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------------ ------------------- ------------------ -------------------
Kerry R. Hicks 861,351 568,525 $ -- $ --
Patrick M. Jaeckle 861,351 435,723 $ -- $ --
D. Paul Davis 363,621 327,022 $ -- $ --
David G. Hicks 319,701 235,160 $ -- $ --
Timothy D. O'Hare 445,701 211,259 $ -- $ --
(1) Based on $0.344, the closing price of our common stock as reported on the
Nasdaq Small Cap Market on December 31, 2000.
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EMPLOYMENT AGREEMENTS
Mr. Kerry Hicks is employed by us under an employment agreement dated as of
April 1, 1996. The agreement has an initial term of five years and is renewable
automatically for one year periods unless terminated by one of the parties. The
agreement provides for Mr. Hicks to receive an annual salary rate of $187,500
for 1996, $215,000 for 1997 and $250,000 for 1998, with cost of living increases
for the years following 1998. In addition, the agreement provides for annual
incentive compensation equal to up to 100% of Mr. Hicks' base salary based on
performance targets established by the Board of Directors.
Mr. David Hicks and Mr. O'Hare are employed by us under employment agreements
dated as of March 1, 1996 and August 12, 1996, respectively. Each agreement has
an initial term of five years and is renewable automatically for one year
periods unless terminated by one of the parties. The agreements provide for
Messrs. David Hicks and Tim O'Hare to receive an annual base salary of $108,000
for 1996, $125,000 for 1997 and $144,000 for 1998, with cost of living increases
for the years following the third year. In addition, the agreements provide for
annual incentive compensation to each officer equal to up to 75% of his base
salary based on performance targets established by the Board of Directors. In
connection with Mr. David Hicks' appointment as Senior Vice President in 1999,
his base salary was increased to $172,500.
Messrs. Jaeckle and Davis were also employed by us under employment agreements.
Effective March 29, 2001, Mr. Jaeckle resigned and entered into an agreement
under which, among other things, he will provide consulting services through
September 2001. See discussion of this agreement at Item 13, "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS". Mr. Davis resigned effective April 30,
2001.
Under each of the employment agreements described above, in the event that the
exercise officer is terminated without cause and there has been no change of
control of the Company, we will pay the officer his base salary for the
remaining term of the agreement and any earned but unpaid salary and incentive
compensation. In the event the officer is terminated with cause, regardless of
whether there has been a change of control, we will pay the officer his base
salary for 60 days following such termination. If the officer is terminated
without cause upon a change of control, he is entitled to receive a lump sum
payment upon his termination equal to 300% of his base salary plus 300% of his
annual incentive compensation for the prior year. Each agreement contains
certain confidentiality and non-competition covenants.
COMPENSATION OF DIRECTORS
Our directors generally do not receive compensation for their service on our
board of directors. However, effective January 1, 1999, Messrs. Cheesebrough and
Wahlstrom are entitled to receive $20,000 per annum for their services on our
board of directors and board committees.
On June 20, 2000, we granted options to our non-employee directors to purchase
the following numbers of shares: Mr. Cheesebrough, 20,000 shares; Dr. Matthews,
20,000 shares; and Mr. Wahlstrom, 20,000 shares. The options all have an
exercise price of $1.5313 per share (the closing price per share of our common
stock at the date of grant) and terminate on June 20, 2010. The options vest in
one-third increments on each of the first through the third anniversaries of the
date of grant.
On November 29, 2000, we granted an option, to our newly appointed, non-employee
director Mr. Quattrone to purchase 20,000 shares of our common stock. The option
has an exercise price of $0.50 per share (the closing price per share of our
common stock at the date of grant). The options vest in one-third increments on
each of the first through the third anniversaries of the date of grant and
terminate on November 29, 2010.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF OUR COMMON STOCK BY CERTAIN PERSONS
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of April 23, 2001 by (i) each person
known to us to own beneficially more than five percent of our common stock
(including such person's address), (ii) our executive officers listed under
"Executive Compensation - summary of Cash and Certain other Compensation," (iii)
each director and (iv) all directors and executive officers as a group.
Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned Outstanding Shares
- ------------------------ ------------------ ------------------
Kerry R. Hicks(2) 2,700,866 12.0%
Patrick M. Jaeckle(3) 1,826,475 8.2%
D. Paul Davis(4) 488,120 2.3%
David G. Hicks(5) 487,702 2.3%
Timothy O'Hare(6) 469,921 2.2%
Peter H. Cheesbrough(7) 86,012 *
Leslie S. Matthews, M.D.(8) 108,450 *
Mats Wahlstrom(9) 156,677 *
John Quattrone - *
Parag Saxena(10) 5,982,350 26.0%
Marc S. Sandroff(11) 4,257,900 18.9%
Chancellor V, L.P.(12) 5,982,350 26.0%
Essex Woodlands Health Venture Fund IV, L.P.(13) 4,257,900 18.9%
All directors and executive officers as a group (12 persons)(14) 17,746,718 63.3%
* Less than one percent
(1) Applicable percentage of ownership is based on 21,273,425 shares of common
stock outstanding on April 23, 2001. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
means voting or investment power with respect to securities. Shares of
commons stock issuable upon the exercise of stock options exercisable
currently or within 60 days of April 23, 2001 are deemed outstanding and to
be beneficially owned by the person holding such option for purposes of
computing such person's percentage ownership but are not deemed outstanding
for the purpose of computing the percentage ownership of any other person.
Except for shares held jointly with a person's spouse or subject to
applicable community property laws, or as indicated in the footnotes to
this table, each stockholder identified in the table possesses sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by such stockholder.
(2) Includes 10,000 shares of common stock in The David G. Hicks Irrevocable
Children's Trust, warrants to purchase 350,000 shares and 945,448 shares
underlying stock options. Does not include 60,000 shares of common stock
held by The Hicks Family Irrevocable Trust, for which shares Mr. Hicks
disclaims beneficial ownership. Mr. Hicks' address is 44 Union Blvd., Suite
600, Lakewood, Colorado 80228.
(3) Includes warrants to purchase 175,000 shares and 861,351 shares underlying
stock options. Does not include 100,000 shares of common stock held by The
Patrick M. Jaeckle Family Irrevocable Children's Trust, for which shares
Mr. Jaeckle disclaims beneficial ownership. Mr. Jaeckle's address is Union
Blvd., Suite 600, Lakewood, Colorado 80228.
(4) Includes warrants to purchase 17,500 shares and 363,621 shares underlying
stock options.
(5) Includes warrants to purchase 17,500 shares and 343,921 shares underlying
stock options
(6) Includes 469,921 shares underlying stock options
(7) Includes 65,012 shares underlying stock options
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(8) Includes 66,667 shares underlying stock options
(9) Includes 56,677 shares underlying stock options
(10) Includes 4,215,000 shares and 1,767,350 shares underlying warrants held by
Chancellor V, L.P. Mr. Saxena is a Managing Director of INVESCO Private
Capital, Inc. ("INVESCO"), which is the Managing Member of IPC Direct
Associates V, L.L.C., which is the General Partner of Chancellor V, L.P.
Mr. Saxena's address is INVESCO Private Capital, Inc., 1166 Avenue of the
Americas, New York, NY 10036.
(11) Includes 3,000,000 shares and 1,257,900 shares underlying warrants held by
Essex Woodlands Health Ventures Fund IV, L.P. (the "Fund"). Mr. Sandroff is
a Managing Director of Essex Woodlands Health Ventures Fund IV, L.L.C. (the
"LLC"), which is the General Partner of the Fund. Mr. Sandroff's address is
Essex Woodlands Health Ventures Fund IV, L.L.C.
(12) Includes warrants to purchase 1,767,350 shares
(13) Includes warrants to purchase 1,257,900 shares
(14) Includes warrants to purchase 4,094,700 shares and 3,172,618 shares
underlying stock options
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1999, Kerry Hicks, our Chief Executive Officer, Patrick
Jaeckle, our former President, Paul Davis, our Executive Vice President -
Finance and Chief Financial Officer and David Hicks, our Executive Vice
President - Information Technology, made loans to us in the principal amounts of
$2 million, $1 million, $100,000 and $100,000, respectively. Mr. Kerry Hicks and
Mr. Jaeckle also jointly loaned an additional $350,000. We used the proceeds of
those loans to purchase shares of HG.com (HG.com owned certain assets that were
ultimately developed by us into our healthgrades.com website that were held by
the members of Venture5 LLC other than Sarah Loughran (now our Senior Vice
President-Content). We issued notes (the "Officer Notes") to those officers in
connection with those loans. The notes bore interest at 10.5% per annum and were
payable on December 31, 2000.
In February 2000, through a series of transactions, we acquired the
remaining minority interests in HG.com from Peter A. Fatianow and Sarah
Loughran, each of whom owned five percent of the outstanding stock of HG.com. We
issued 400,000 shares to each of Mr. Fatianow and Ms. Loughran in exchange for
their minority interests. In March 2000, Mr. Fatianow became our Senior Vice
President - Business Development and Ms. Loughran became our Senior Vice
President - Content.
On March 17, 2000, we closed a private placement of our securities. In
connection with the offering, we sold 4,215,000 shares of our common stock and
warrants to purchase 1,475,250 shares of our common stock to Chancellor V., L.P.
("Chancellor V") for $8,430,000. Parag Saxena, one of our directors, is an
affiliate of Chancellor V. We also sold 3,000,000 shares of our common stock and
warrants to purchase 1,050,000 shares to Essex Woodlands Health Ventures Fund
IV, L.P. ("Essex") for $1,500,000 Marc Sandroff, one of our directors, is an
affiliate of Essex. In addition, the holders of $3,200,000 principal amount
Officer Notes surrendered their notes in exchange for our common stock and
warrants as follows:
Number of Shares
Principal Amount of Note Underlying Warrants
Name Surrendered Number of Shares Issued Issued
---- ------------------------ ----------------------- --------------------
Kerry R. Hicks $2,000,000 1,000,000 350,000
Patrick M. Jaeckle 1,000,000 500,000 175,000
D. Paul Davis 100,000 50,000 17,500
David G. Hicks 100,000 50,000 17,500
The warrants issued in the transaction each have an exercise price of $4.00 per
share and have a term of five years.
Effective April 16, 2001, we reached an agreement with Chancellor V and
Essex, regarding a commitment to provide up to $2.0 million of equity financing
to us. In consideration for the commitment, we issued to Chancellor and Essex
warrants (the "Commitment Warrants") to purchase an aggregate of 500,000 shares
of our common stock at an exercise price per share of $0.26, which was the
closing market price per share of our common stock as reported by Nasdaq on
April 16, 2001. The Commitment Warrants will expire on April 16, 2007. In
addition, in connection with our agreement with Chancellor V and Essex, we
repriced.
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warrants to purchase an aggregate of 100,000 shares of our common stock that
were issued to Chancellor V and Essex in March 2000 to the same $0.26 exercise
price.
Under the terms of the agreement with Chancellor V and Essex, we were
granted the option, which may be exercised solely at our discretion until
December 31, 2001, to sell our common stock to Chancellor V and Essex at an
aggregate purchase price of up to $2.0 million. If we exercise the option, the
price per share will be equal to the lesser of $0.26 and the closing market
price per share of our common stock as reported by Nasdaq on the date that we
provide notice to Chancellor V and Essex that we intend to exercise the option,
but in no event less than $0.15 per share. If we decide to exercise the option,
we will also issue warrants to purchase up to an additional 350,000 shares of
our common stock at an exercise price per share equal to the price at which we
sell our common stock upon our exercise of the option. Those warrants will have
a six-year term.
Effective March 29, 2001, Mr. Jaeckle resigned his employment with us.
In connection with his resignation, we entered into a severance agreement with
Mr. Jaeckle. Under the agreement, Mr. Jaeckle agreed to serve as a consultant to
us through September 30, 2001 and to surrender 250,000 shares of Health Grades
common stock to us. We agreed to make payments to Mr. Jaeckle totaling
approximately $435,000 in consideration of his consulting services, the
surrender of his shares and other commitments, including certain confidentiality
commitments. We also extended the termination date of options to purchase
861,351 shares of our common stock held by Mr. Jaeckle until September 30, 2003
and agreed to pay Mr. Jaeckle an additional fee of approximately $90,000 if he
provides to us a bona fide written offer of an entity to provide equity
financing or enter into a business combination transaction with us on terms
specified in the agreement.
Effective April 30, 2001, Mr. Davis resigned his employment with us. In
connection with his resignation, we extended the termination date of certain
options to purchase 200,000 shares of our common stock held by Mr. Davis from
ninety days from the date of Mr. Davis' resignation to two years from the date
of his resignation.
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.
HEALTH GRADES, INC.
Date: April 30, 2001 By /s/ Kerry R. Hicks
---------------------------------
Kerry R. Hicks
Chief Executive Officer