-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbCOnHE0tM0BLhTMvpsRe5/eg3gEvKVO3DmYZeGwWkn8DUVy7h9ctTIQekmfsG59 YGchnQuOSs7fvuCRMW07ag== 0000895345-97-000377.txt : 19971020 0000895345-97-000377.hdr.sgml : 19971020 ACCESSION NUMBER: 0000895345-97-000377 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971017 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOFIELD CORP \DE\ CENTRAL INDEX KEY: 0001007018 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133703450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45809 FILM NUMBER: 97697463 BUSINESS ADDRESS: STREET 1: 1225 NORTHMEADOW PARKWAY STREET 2: STE 120 CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 7707408180 MAIL ADDRESS: STREET 1: 1225 NORTHMEADOW PKWY STREET 2: SUITE 120 CITY: ROSWELL STATE: GA ZIP: 30076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per form ........14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 BIOFIELD CORPORATION - ---------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - ---------------------------------------------------------------------- (Title of Class of Securities) 090591108 ------------------------------------------------ (CUSIP Number) DAVID J. GREENWALD, ESQ. GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NEW YORK 10004 (212) 902-1000 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 17, 1997 ------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 090591108 Page 2 of 28 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS THE GOLDMAN SACHS GROUP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF-OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 5,833 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,160,793 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 5,833 10 SHARED DISPOSITIVE POWER 2,160,793 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,166,626 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% 14 TYPE OF REPORTING PERSON* HC-PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 090591108 Page 3 of 28 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GOLDMAN, SACHS & CO. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF-OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,160,793 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 2,160,793 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,160,793 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% 14 TYPE OF REPORTING PERSON* BD-PN-IA *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 090591108 Page 4 of 28 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS CAPITAL PARTNERS, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,944,720 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,944,720 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,944,720 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 090591108 Page 5 of 28 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS ADVISORS, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,944,720 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,944,720 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,944,720 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.0% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. AMENDMENT NO. 2 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF BIOFIELD CORP. GS Capital Partners, L.P. ("GSCP"), GS Advisors, L.P. ("GS Advisors, L.P."), Goldman Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and, together with GSCP, GS Advisors, L.P. and Goldman Sachs, the "Filing Persons")* hereby amend the statement on Schedule 13D (as amended, the "Schedule 13D"), dated March 19, 1996, as amended by Amendment No. 1 to Schedule 13D, dated June 30, 1996, filed with respect to the common stock, par value $.001 per share (the "Common Stock"), of Biofield Corp., a Delaware corporation (the "Company"). Unless otherwise indicated, all capitalized terms not otherwise defined herein shall have the same meanings as those set forth in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: This Statement is being filed by GS Capital Partners, L.P. ("GSCP"), GS Advisors, L.P. ("GS Advisors, L.P."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group" and, together with Goldman Sachs, GS Advisors, L.P., and GSCP, the "Filing Persons").* [FN] * Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934. As of the date hereof, Goldman Sachs and GS Group may be deemed for purposes of this statement to beneficially own 2,160,793 shares of Common Stock through certain limited partnerships including GSCP (together, the "Limited Partnerships"), of which affiliates of Goldman Sachs and GS Group are the general partner or the managing general partner. In addition, as of June 30, 1997, GS Group may be deemed to beneficially own 5,833 shares of Common Stock issuable upon exercise of options granted pursuant to the Company's Stock Option Plan for Non-Employee Directors. Goldman Sachs and GS Group each disclaim beneficial ownership of shares of Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. GSCP, a Delaware limited partnership, was formed for the purpose of investing in equity and equity-related securities primarily acquired or issued in leveraged acquisitions, reorganizations and other private equity transactions. GS Advisors, a Delaware limited partnership, is the sole general partner of GSCP. Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange, Inc. ("NYSE") and other national exchanges. Goldman Sachs also serves as the investment manager for GSCP. GS Group, one of the general partners of Goldman Sachs, owns a 99% interest in Goldman Sachs. GS Group is a Delaware limited partnership and holding partnership that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization. The other general partner of Goldman Sachs is The Goldman, Sachs & Co. L.L.C., a Delaware limited liability company ("GS L.L.C.") which is wholly-owned by GS Group, and The Goldman Sachs Corporation, a Delaware corporation ("GS Corp."). GS Corp. is the sole general partner of GS Group. The principal business address of each Filing Person, GS L.L.C. and GS Corp., is 85 Broad Street, New York, NY 10004. The name, business address, present principal occupation or employment and citizenship of each director of GS Corp. and GS L.L.C. and of each member of the executive committees of GS Corp., GS L.L.C., GS Group and Goldman Sachs are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each director and each executive officer of GS Advisors, Inc., a Delaware corporation that is the sole general partner of GS Advisors, are set forth in Schedule II hereto and are incorporated herein by reference. During the last five years, none of the Filing Persons, or, to the knowledge of each of the Filing Persons, any of the persons listed on Schedule I or II hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth in Schedule III hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following paragraph immediately prior to the last paragraph: As further described in item 6, the Company is considering issuing shares of Common Stock in a private placement (the "Offering") and the Limited Partnerships have committed to purchase shares of Common Stock in that Offering. Additionally, in connection with and subject to the consummation of the Offering, the Company will be seeking to exchange its outstanding warrants to purchase up to 1,785,994 shares of Common Stock for 730,651 shares of Common Stock. In connection with such exchange, the Limited Partnerships intend to exchange all of their 1,089,329 Warrants for approximately 445,000 shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby amended and restated in its entirety as follows: (a) As described in Item 3, the Limited Partnerships purchased Securities Units consisting of an aggregate of 1,777,778 shares of Series C Preferred Stock, 888,891 Series D Warrants and 888,887 Adjustable Warrants pursuant to the Purchase Agreement and 200,000 shares of Common Stock in the IPO. The Company effected a 2.04-for-one reverse stock split as of February 26, 1996. Upon the completion of the IPO: (i) each share of Series C Preferred Stock automatically converted into 0.4902 shares of Common Stock and (ii) each Warrant automatically became exercisable for 0.4902 shares of Common Stock. Under the Purchase Agreement, the Limited Partnerships had the right, upon the occurrence of certain events, to receive warrants to purchase an aggregate of 217,865 shares of Common Stock at an exercise price of $9.18 per share (the "Additional Adjustable Warrants", and the term "Adjustable Warrants" includes such Additional Adjustable Warrants). One of those events occurred on June 30, 1996, and accordingly, the Limited Partnerships acquired the 217,865 Additional Adjustable Warrants as of that date. As a result, as of June 30, 1996, GSCP beneficially owned 964,320 shares of Common Stock, Series D Warrants to purchase 392,160 shares of Common Stock at an exercise price of $12.24 per share and Adjustable Warrants to purchase 588,240 shares of Common Stock at an exercise price of $9.18 per share. In its Form 10-Q for the quarterly period ended June 30, 1997, the Company disclosed that 6,493,300 shares of Common Stock were outstanding. Based on that number of outstanding shares, the number of shares owned by GSCP (assuming that none of the Warrants held by the Limited Partnerships and none of the Directors Options (as hereinafter defined) are exercised) represent approximately 14.9% of the outstanding shares of Common Stock. The Company has also informed us that the Filing Persons of September 10, 1997 owned 1,971,692 outstanding warrants to purchase Common Stock. Assuming GSCP exercises all of its Warrants, but that no other Warrants are exercised, GSCP would own approximately 26.0% of the outstanding shares of Common Stock. Assuming that all of the outstanding Warrants are exercised (including the Warrants owned by GSCP), GSCP would own approximately 22.9% of the outstanding shares of Common Stock. Goldman Sachs may be deemed to hold through the Limited Partnerships, for purposes of this Statement, the beneficial ownership of 1,071,464 shares of Common Stock, Series D Warrants to purchase 435,733 shares of Common Stock at an exercise price of $12.24 per share and Adjustable Warrants to purchase 653,596 shares of Common Stock at an exercise price of $9.18 per share. Such number of shares of Common Stock (assuming that none of the Warrants held by the Limited Partnerships and none of the Directors Options are exercised) represent approximately 16.5% of the outstanding shares of Common Stock. Assuming that the Limited Partnerships exercise all of their Warrants, but that no other Warrants are exercised, Goldman Sachs would beneficially own approximately 28.5% of the outstanding shares of Common Stock. Assuming that all of the outstanding Warrants are exercised (including the Warrants owned by the Limited Partnerships), Goldman Sachs would beneficially own approximately 25.5% of the outstanding shares of Common Stock. On June 20, 1996, a managing director of Goldman Sachs in his capacity as GSCP's designee to the Board of Directors, received options to purchase 10,000 shares of Common Stock pursuant to the Company's 1996 Stock Option Plan for Non-Employee Directors (the "Non-Employee Director Stock Plan") at an exercise price of $11.00 per share (the "Initial Directors Options"). In addition, on June 5, 1997, such managing director received options to purchase an additional 2,500 shares of Common Stock under the Non-Employee Directors Stock Plan at an exercise price of $4.50 per share (the "Additional Directors Options" and together with the Initial Directors Options, the "Directors Options"). Such managing director has an agreement with GS Group pursuant to which he holds these Directors Options for the benefit of GS Group. None of the Directors Options has been exercised. GS Group may be deemed to hold through the Limited Partnerships, for purposes of this Statement, the beneficial ownership of 1,071,464 shares of Common Stock, Series D Warrants to purchase 435,733 shares of Common Stock at an exercise price of $12.24 per share and Adjustable Warrants to purchase 653,596 shares of Common Stock at an exercise price of $9.18 per share. GS Group may also be deemed to beneficially own Initial Directors Options to purchase 3,333 shares of Common Stock at an exercise price of $11.00 per share and Additional Directors Options to purchase 2,500 shares of Common Stock at an exercise price of $4.50 per share. Such number of shares of Common Stock (assuming that none of the Warrants held by the Limited Partnerships and none of the Directors Options are exercised) represent approximately 16.5% of the outstanding shares of Common Stock. Assuming that the Limited Partnerships exercise all of their Warrants, but that no other Warrants are exercised, and all of the 5,833 Directors Options beneficially owned by GS Group are exercised, GS Group would beneficially own approximately 28.6% of the outstanding shares of Common Stock (approximately 28.6% assuming all of the 12,500 Directors Options are exercised). Assuming that all of the outstanding Warrants are exercised (including the Warrants owned by the Limited Partnerships) and all of the 5,833 Directors Options beneficially owned by GS Group are exercised, GS Group would beneficially own approximately 25.6% of the outstanding shares of Common Stock (approximately 25.6% assuming all of the 12,500 Directors Options are exercised). As described in Item 4, under the Purchase Agreement the Other Investors have agreed to vote all of the shares of Common Stock of the Company owned by them for the election of GSCP's nominee for Board Member. Based on the information contained in the registration statement relating to the IPO in March of 1996 and assuming that the Other Investors continue to hold all of the Securities Units acquired pursuant to the Purchase Agreement and do not otherwise beneficially own any shares of Common Stock, then, as of December 31, 1996, the Other Investors own in the aggregate approximately 2,644,563 shares of Common Stock (approximately 40.7% of the outstanding shares of Common Stock) and 696,677 Warrants (including 139,327 Additional Adjustable Warrants acquired by the Other Investors as of June 30, 1996). Assuming that the Other Investors exercise all of their Warrants, but that no other Warrants are exercised, the Other Investors would beneficially own approximately 46.5% of the outstanding shares of Common Stock. Assuming that all of the outstanding Warrants are exercised (including the Warrants owned by the Limited Partnerships and Other Investors), the Other Investors would own approximately 39.5% of the outstanding shares of Common Stock. The foregoing information relating to the Other Investors is contained in the registration statement relating to the IPO, and the Filing Persons have no information regarding the current holding of the Other Investors. None of the Filing Persons, and to the knowledge of each of the Filing Persons, none of the Limited Partnerships that is not a Filing Person, beneficially owns any shares of Common Stock other than as set forth herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following paragraph after the paragraph with the heading "Lock-up": Options. The Initial Directors Options, which were deemed granted as of January 29, 1996, were granted pursuant to a Stock Option Letter Agreement for Non-Employee Directors, dated June 20, 1996 (the "Option Agreement"). The Initial Directors Options vest in three equal installments on the first, second and third anniversaries of the date of grant. Accordingly, options to purchase 3,333 shares of Common Stock are currently exercisable. The Initial Directors Options expire on the earlier of the tenth anniversary of the date of grant or one year from cessation of service as a director. The Additional Directors Options were granted on June 5, 1997 and are currently vested. The Additional Directors Options expire on the earlier of the tenth anniversary of the date of grant or one year from cessation of service as a director. A copy of the Option Agreement and the Non-Employee Director Stock Plan is attached as Exhibit (6). Private Placement. The Company is considering issuing shares of Common Stock in a private placement (the "Offering"), and the Limited Partnerships have committed to invest (i) $1 million in the Offering if at least $6 million is invested in the Offering by other investors, (ii) $1.5 million in the Offering if at least $7 million is invested in the Offering by other investors and (iii) $2 million in the Offering if at least $8 million is invested in the Offering by other investors. The shares of Common Stock to be issued in the Offering would be restricted securities. However, the Company has indicated that it would file as soon as reasonably practicable after the closing of the Offering, a registration statement on Form S-3 covering resales of such shares and to maintain the effectiveness of such registration statement with respect to an investor until the securities registered therein by such investor are sold or are eligible to be sold pursuant to Rule 144(k). The Company and the holders of Common Stock would enter into "lock-up" agreements in connection with the consummation of the Offering that would restrict the holders' ability to sell such shares. Warrant Exchange. Concurrent with, and subject to, the completion of the Offering, the Company plans to exchange its outstanding Warrants to purchase up to 1,785,994 shares of Common Stock for 730,651 shares of Common Stock. In connection with such exchange, the Limited Partnerships intend to exchange all of their 1,089,329 Warrants for approximately 445,000 shares of Common Stock. The shares of Common Stock to be issued in connection with the Warrant exchange (i) would be restricted securities but would be entitled to registration rights under the Registration Rights Agreement and (ii) would be subject to "lock-up" restrictions to be entered into upon consummation of the Offering. Item 6 is further amended by deleting the second to last paragraph and inserting the following in lieu thereof: The foregoing descriptions of the Purchase Agreement, the letter from the Company to GSCP, dated March 18, 1996, the Registration Rights Agreement, the Lock-up Agreement, the Option Agreement and the Non-Employee Director Stock Plan in this Statement are qualified in their entirety by reference to the Purchase Agreement, such letter, the Registration Rights Agreement, the Lock-up Agreement, the Option Agreement and the Non-Employee Director Stock Plan, copies of which are filed as Exhibits (1), (2), (3), (4), and (5), respectively, and are incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: (1) Preferred Stock and Warrant Purchase Agreement by and among the Company and the purchasers of Securities Units, dated as of March 3, 1995, as amended (incorporated herein by reference to Exhibits 10.10 and 10.11 to the Company's Registration Statement on Form S-1 No. 333-0796) (2) Letter from the Company to GSCP, dated March 18, 1996 (3) Registration Rights Agreement by and among the Company and the purchasers of Securities Units, dated as of March 3, 1995, as amended (incorporated herein by reference to Exhibits 10.12 and 10.13 to the Company's Registration Statement on Form S-1 No. 333-0796) (4) Lock-up Agreement (5) Stock Option Letter Agreement for Non-Employee Directors; Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors (6) Joint Filing Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 17, 1997 GOLDMAN, SACHS & CO. By: /s/ Richard A. Friedman --------------------------------------- Name: Richard A. Friedman Title: Managing Director THE GOLDMAN SACHS GROUP, L.P. By: The Goldman Sachs Corporation, its general partner By: /s/ Richard A. Friedman --------------------------------------- Name: Richard A. Friedman Title: Executive Vice President GS ADVISORS, L.P. By: GS Advisors, Inc., its general partner By: /s/ Richard A. Friedman --------------------------------------- Name: Richard A. Friedman Title: President GS CAPITAL PARTNERS, L.P. By: GS Advisors, L.P., its general partner By: GS Advisors, Inc., its general partner By: /s/ Richard A. Friedman --------------------------------------- Name: Richard A. Friedman Title: President SCHEDULE I The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs & Co. L.L.C. and of each member of the executive committees of The Goldman Sachs Corporation, The Goldman Sachs & Co. L.L.C., The Goldman Sachs Group, L.P. and Goldman, Sachs & Co. is set forth below. The business address of each person listed below except John A. Thain and John L. Thornton is 85 Broad Street, New York, NY 10004. The business address of John A. Thain and John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is as a managing director of Goldman, Sachs & Co. or another Goldman Sachs operating entity and as a member of the executive committee. Jon Z. Corzine Henry M. Paulson, Jr. Roy J. Zuckerberg Robert J. Hurst John A. Thain John L. Thornton SCHEDULE II The name, position and present principal occupation of each director and executive officer of GS Advisors, Inc., the sole general partner of GS Advisors, L.P., which is the sole general partner of GS Capital Partners, L.P., are set forth below. The business address for all the executive officers and directors listed below except Henry Cornell is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. All executive officers and directors listed below are United States citizens.
Name Position Present Principal Occupation - ---- -------- ---------------------------- Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co. Carla H. Skodinski Vice President/Secretary Vice President of Goldman, Sachs & Co. Elizabeth S. Cogan Treasurer Vice President of Goldman, Sachs & Co. Joseph H. Gleberman Director/ Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman, Sachs (Asia) L.L.C. Barry S. Volpert Director/Vice President Managing Director of Goldman, Sachs & Co. Eve M. Gerriets Vice President/Assistant Secretary Vice President of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co.
SCHEDULE III In settlement of Securities and Exchange Commission Administrative Proceeding File No. 3-7646 In the Matter of the Distribution of Securities Issued by Certain Government Sponsored Enterprises, Goldman, Sachs & Co. (the "Firm"), along with numerous other securities firms, without admitting or denying any of the findings of the Securities and Exchange Commission (the "SEC") consented to the entry of an Order, dated January 16, 1992. The SEC found that the Firm, in connection with its participation in the primary distributions of certain unsecured debt securities issued by Government Sponsored Enterprises ("GSEs"), made and kept certain records that did not accurately reflect the Firm's customers' orders for GSEs' securities and/or offers, purchases or sales by the Firm of the GSEs' securities effected by the Firm in violation of Section 17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 17 C.F.R. Sections 240.17a-3 and 240.17a-4. The Firm was ordered to cease and desist from committing or causing future violations of the aforementioned sections of the Exchange Act in connection with any primary distributions of unsecured debt securities issued by the GSEs, pay a civil money penalty to the United States Treasury in the amount of $100,000 and maintain policies and procedures reasonably designed to ensure the Firm's future compliance with the aforementioned sections of the Exchange Act in connection with any primary distributions of unsecured debt securities issued by the GSEs. In Securities and Exchange Commission Administrative Proceeding File No. 3-8282 In the Matter of Goldman, Sachs & Co., the Firm, without admitting or denying any of the SEC's allegations, settled administrative proceedings involving alleged books and records and supervisory violations relating to eleven trades of U.S. Treasury securities in the secondary markets in 1985 and 1986. The SEC alleged that the Firm had failed to maintain certain records required pursuant to Section 17(a) of the Exchange Act and had also failed to supervise activities relating to the aforementioned trades in violation of Section 15(b)(4)(E) of the Exchange Act. The Firm was ordered to cease and desist from committing or causing any violation of the aforementioned sections of the Exchange Act, pay a civil money penalty to the SEC in the amount of $250,000 and establish policies and procedures reasonably designed to assure compliance with Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder. INDEX OF EXHIBITS (1) Preferred Stock and Warrant Purchase Agreement by and among the Company and the purchasers of Securities Units, dated as of March 3, 1995, as amended (incorporated herein by reference to Exhibits 10.10 and 10.11 to the Company's Registration Statement on Form S-1 No. 333-0796) (2) Letter from the Company to GSCP, dated March 18, 1996 (3) Registration Rights Agreement by and among the Company and the purchasers of Securities Units, dated as of March 3, 1995, as amended (incorporated herein by reference to Exhibits 10.12 and 10.13 to the Company's Registration Statement on Form S-1 No. 333-0796) (4) Lock-up Agreement (5) Stock Option Letter Agreement for Non-Employee Directors; Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors (6) Joint Filing Agreement EX-5 2 BIOFIELD CORP. STOCK OPTION LETTER AGREEMENT FOR NON-EMPLOYEE DIRECTORS TO: JOSEPH H. GLEBERMAN Pursuant to the Biofield Corp. (the "Company") 1996 Stock Option Plan for Non-Employee Directors (the "Plan") this Letter Agreement represents the nonqualified option for the purchase of 10,000 shares (post 2.04 for one reverse stock split effective February 26, 1996) of the Company's common stock, $.001 par value, at a post-split exercise price of $11 per share (the "exercise price"). A copy of the Plan is attached and the provisions thereof, including, without limitation, those relating to withholding taxes, are incorporated into this Agreement by reference. The terms of the option are as set forth in the Plan and in this Agreement. The most important of the terms set forth in the Plan are summarized as follows: Term. The term of the option is ten years from date of grant, unless sooner terminated. Exercise. During your lifetime only you can exercise the option. The Plan also provides for exercise of the option by the personal representative of your estate or the beneficiary thereof following your death. You may use the Notice of Exercise in the form attached to this Agreement when you exercise the option. Payment for Shares. The option may be exercised by the delivery of cash or bank certified or cashier's checks. Termination. The option will terminate upon the earlier of ten years from the Date of Grant or one year from cessation of service as a Director. Transfer of Option. The option is not transferable except by will or by the applicable laws of descent and distribution or pursuant to a qualified domestic relations order. Vesting. The option is vested according to the following schedule: Period of Optionee's Continuous Relationship With the Company or Affiliate From the Date the Portion of Total Option Option is Granted Which is Exercisable -------------------------------- ----------------------- 1 year 33% 2 years 33% 3 years 34% Date of Grant. The date of grant of the option is as of January 29, 1996. YOUR PARTICULAR ATTENTION IS DIRECTED TO PARAGRAPH 5(d)(vi) OF THE PLAN WHICH DESCRIBES CERTAIN IMPORTANT CONDITIONS RELATING TO FEDERAL AND STATE SECURITIES LAWS THAT MUST BE SATISFIED BEFORE THE OPTION CAN BE EXERCISED AND BEFORE THE COMPANY CAN ISSUE ANY SHARES TO YOU. THE COMPANY HAS NO OBLIGATION TO REGISTER THE SHARES THAT WOULD BE ISSUED UPON THE EXERCISE OF YOUR OPTION, AND IF IT NEVER REGISTERS THE SHARES, YOU WILL NOT BE ABLE TO EXERCISE THE OPTION UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AT THE PRESENT TIME, EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE VERY LIMITED AND MIGHT BE UNAVAILABLE TO YOU PRIOR TO THE EXPIRATION OF THE OPTION. CONSEQUENTLY, YOU MIGHT HAVE NO OPPORTUNITY TO EXERCISE THE OPTION AND TO RECEIVE SHARES UPON SUCH EXERCISE. IN ADDITION, YOU SHOULD CONSULT WITH YOUR TAX ADVISOR CONCERNING THE RAMIFICATIONS TO YOU OF HOLDING OR EXERCISING YOUR OPTIONS OR HOLDING OR SELLING THE SHARES UNDERLYING SUCH OPTIONS. You understand that, during any period in which the shares which may be acquired pursuant to your option are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (and you yourself are also so subject), in order for your transactions under the Plan to qualify for the exemption from Section 16(b) provided by Rule 16b-3, a total of six months must elapse between the grant of the option and the sale of shares underlying the option. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, Biofield Corp. By: /s/ Michael R. Gavenchak ----------------------------------- Name: Michael R. Gavenchak Title: Executive Vice President General Counsel ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of ____________, accept the stock option described above granted under the Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors, and acknowledge receipt of a copy of this Agreement, including a copy of the Plan. I have read and understand the Plan, including the provisions of Paragraph 5(d)(vi) thereof. Dated: ----------------- /s/ Joseph H. Gleberman - ------------------------------------------ -------------------------- Taxpayer I.D. Number Signature By his or her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of such Optionee's execution of this Agreement, acknowledges that he or she has read this Agreement and the Plan and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement and the Plan. Dated: ----------------- ---------------------------- Spouse's Signature ---------------------------- Printed Name NOTICE OF EXERCISE The undersigned, pursuant to a nonqualified Stock Option Letter Agreement for Non-Employee Directors (the "Agreement") between the undersigned and Biofield Corp. (the "Company"), hereby irrevocably elects to exercise purchase rights represented by the Agreement, and to purchase thereunder shares (the "Shares") of the Company's common stock, $.001 par value ("Common Stock"), covered by the Agreement and herewith makes payment in full therefor. 1. If the sale of the Shares and the resale thereof has not, prior to the date hereof, been registered pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby agrees, represents, and warrants that: (a) the undersigned is acquiring the Shares for his or her own account (and not for the account of others), for investment and not with a view to the distribution or resale thereof; (b) By virtue of his or her position, the undersigned has access to the same kind of information which would be available in a registration statement filed under the Act; (c) the undersigned is a sophisticated investor; (d) the undersigned understands that he or she may not sell or otherwise dispose of the Shares in the absence of either (i) a registration statement filed under the Act or (ii) an exemption from the registration provisions thereof; and (e) The certificates representing the Shares may contain a legend to the effect of subsection (d) of this Section 1. 2. If the sale of the Shares and the resale thereof has been registered pursuant to a registration statement filed and declared effective under the Act, the undersigned hereby represents and warrants that he or she has received the applicable prospectus and a copy of the most recent annual report, as well as all other material sent to stockholders generally. 3. The undersigned acknowledges that the number of shares of Common Stock subject to the Agreement is hereafter reduced by the number of shares of Common Stock represented by the Shares. Very truly yours, -------------------------------- (type name under signature line) Social Security No.: ------------ Address: ------------------------ -------------------------------- BIOFIELD CORP. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Adopted January 29, 1996 1. PURPOSE The purpose of the Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors (the "Plan") is to promote the interests of Biofield Corp. (the "Company") and its stockholders by increasing the proprietary and vested interest of non-employee directors in the growth and performance of the Company by granting such directors options to purchase shares of Common Stock, par value $.001 per share (the "Shares"), of the Company. 2. ADMINISTRATION The Plan shall be administered by the Company's Board of Directors (the "Board"). Subject to the provisions of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the Board shall have no discretion with respect to the selection of directors to receive options, the number of Shares subject to any such options, the purchase price thereunder or the timing of grants of options under the Plan. The determinations of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Secretary of the Company shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes thereof. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware. It is the intention of the Company that the Plan comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent applicable, and in all events the Plan shall be construed in favor of its meeting the requirements of Rule 16b-3. If any Plan provision is later found not to be in compliance with such Rule, such provision shall be deemed null and void. From and after the date that the Company first registers a class of equity securities under Section 12 of the Exchange Act, no director subject to Section 16 of the Exchange Act may sell shares received upon the exercise of an option during the six month period immediately following the grant of the option. 3. ELIGIBILITY The class of individuals eligible to receive grants of options under the Plan shall be directors of the Company who are not employees of the Company or its affiliates and who have not, within one year immediately preceding the determination of such director's eligibility, received any award under any other plan of the Company or its affiliates that entitles the participants therein to acquire stock, stock options or stock appreciation rights of the Company or its affiliates (other than any other plan under which participants' entitlements are governed by provisions meeting the requirements of Rule 16b-3(c)(2)(ii) promulgated under the Securities Exchange Act of 1934) ("Eligible Directors"). Any holder of an option granted hereunder shall hereinafter be referred to as a "Participant." 4. SHARES SUBJECT TO THE PLAN Subject to adjustment as provided in Section 6, an aggregate of 306,000 Shares shall be available for issuance upon the exercise of options granted under the Plan. The Shares deliverable upon the exercise of options may be made available from authorized but unissued Shares or treasury Shares. If any option granted under the Plan shall terminate for any reason without having been exercised, the Shares subject to, but not delivered under, such option shall be available for other options. 5. GRANT, TERMS AND CONDITIONS OF OPTIONS (a) Effective January 29, 1996, subject to approval of the Plan by the stockholders of the Company, each Eligible Director has been granted an option hereunder to purchase 20,400 Shares. The options granted to such Eligible Directors shall be subject to vesting in three equal annual installments on the first three anniversary dates of the date of grant; provided, that only whole shares may be issued pursuant to the exercise of any option. (b) Upon first election or appointment to the Board, each newly elected Eligible Director will be granted an option to purchase 20,400 Shares. Any such options granted to newly elected Eligible Directors shall be subject to vesting in three equal annual installments on the first three anniversary dates of the election of such Eligible Director to the Board; provided, that only whole shares may be issued pursuant to the exercise of any option. (c) Immediately following each Annual Stockholders Meeting, commencing with the meeting following the close of fiscal year 1996, each Eligible Director, other than an Eligible Director first elected to the Board within the 12 months immediately preceding and including such meeting, will be granted an option to purchase 5,100 Shares as of the date of such meeting. (d) The options granted will be nonstatutory stock options not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and shall have the following terms and conditions: (i) PRICE. The purchase price per Share deliverable upon the exercise of each option shall be 100% of the Fair Market Value per Share on the date the option is granted. For purposes of this Plan, Fair Market Value shall be the closing sales price as reported on the NASDAQ National Market on the date in question, or, if the Shares shall not have traded on such date, the closing sales price on the first date prior thereto on which the Shares were so traded. (ii) PAYMENT. Payment of the purchase price shall be made in full at the time the notice of exercise of the option is delivered to the Company and shall be in cash, bank certified or cashier's check for the Shares being purchased. (iii) EXERCISABILITY AND TERMS OF OPTIONS. Subject to any vesting requirements, options shall be exercisable in whole or in part at all times during the period beginning on the date of grant until the earlier of ten years from the date of grant and the expiration of the one year period provided in paragraph (iv) below. (iv) TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon termination of a Participant's service as a Director for any reason, all outstanding options which have become vested as of the date of termination shall be exercisable in whole or in part for a period of one year from the date upon which the Participant ceases to be a Director, provided that in no event shall the options be exercisable beyond the period provided for in paragraph (iii) above. (v) NONTRANSFERABILITY OF OPTIONS. No option may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or the laws of descent and distribution, and during the lifetime of the Participant to whom an option is granted it may be exercised only by the Participant or by the Participant's guardian or legal representative. Notwithstanding the foregoing, options may be transferred pursuant to a qualified domestic relations order. (vi) LISTING AND REGISTRATION. Each option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the Shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of Shares thereunder, no such option may be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board. (vii) OPTION AGREEMENT. Each option granted hereunder shall be evidenced by an agreement with the Company which shall contain the terms and provisions set forth herein and shall otherwise be consistent with the provisions of the Plan. 6. ADJUSTMENT OF AND CHANGES IN SHARES In the event of a stock split, stock dividend, subdivision or combination of the Shares or other change in corporate structure affecting the Shares, the number of Shares authorized by the Plan shall be increased or decreased proportionately, as the case may be, and the number of Shares subject to any outstanding option shall be increased or decreased proportionately, as the case may be, with appropriate corresponding adjustment in the purchase price per Share thereunder. 7. NO RIGHTS OF STOCKHOLDERS Neither a Participant nor a Participant's legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company in respect of any Shares purchasable upon the exercise of any option, in whole or in part, unless and until certificates for such Shares shall have been issued. 8. PLAN AMENDMENTS The Plan may be amended by the Board, as it shall deem advisable or to conform to any change in any law or regulation applicable thereto; provided, that the Board may not, without the authorization and approval of stockholders of the Company: (i) increase the number of Shares which may be purchased pursuant to options hereunder, either individually or in the aggregate, except as permitted by Section 6, (ii) change the requirement of Section 5(d) that option grants be priced at Fair Market Value, except as permitted by Section 6, (iii) modify in any respect the class of individuals who constitute Eligible Directors or (iv) materially increase the benefits accruing to Participants hereunder. The provisions of Sections 3 and/or 5 may not be amended more often than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules under either such statute. 9. EFFECTIVE DATE AND DURATION OF PLAN The Plan shall become effective upon adoption by the Board so long as it is approved by the holders of a majority of the Company's outstanding shares of voting capital stock at any time within 12 months before or after the adoption of the Plan by the Board. Unless sooner terminated by the Board, the Plan shall terminate ten years from the earlier of (a) the date on which the Plan is adopted by the Board or (b) the date on which the Plan is approved by the stockholders of the Company. No option may be granted after such termination or during any suspension of the Plan. The amendment or termination of the Plan shall not, without the consent of the option holder, alter or impair any rights or obligations under any option theretofore granted under the Plan. -----END PRIVACY-ENHANCED MESSAGE-----