-----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, HFRogZY5mmTiDebiHp12cgKzlDKiOUX82O8FKrO7V0ZDCD+xYnExIcV54+FFSCMf gpblYZ9HV64ohpiUUsNJlw== 0000950134-00-002535.txt : 20000329 0000950134-00-002535.hdr.sgml : 20000329 ACCESSION NUMBER: 0000950134-00-002535 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHGRADES COM INC CENTRAL INDEX KEY: 0001027915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621623449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58765 FILM NUMBER: 581009 BUSINESS ADDRESS: STREET 1: 44 UNION BLVD STREET 2: STE 600 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3037160041 MAIL ADDRESS: STREET 1: 44 UNION BOULEVARD STREET 2: SUITE 600 CITY: LAKEWOOD STATE: CO ZIP: 80228 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY CARE NETWORK INC DATE OF NAME CHANGE: 19961210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAECKLE PATRICK M CENTRAL INDEX KEY: 0001110476 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O HEALTHGRADES.COM STREET 2: 44 UNION BLVD #600 CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3037160041 MAIL ADDRESS: STREET 1: C/O HEALTHGRADES.COM STREET 2: 44 UNION BLVD #600 CITY: LAKEWOOD STATE: CO ZIP: 80228 SC 13D 1 SCHEDULE 13D - PATRICK M. JAECKLE 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) HealthGrades.com, Inc. ---------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 42222R 10 4 (CUSIP Number) March 17, 2000 (Date of Event Which Requires Filing of this Statement) Alan Singer, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5224 -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) If the filing person has previously filed a statement on schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and two copies of the Schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 7 pages) ---------- 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 the disclosures provided in a prior cover page. The information required in 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 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). 2 SCHEDULE 13D PAGE 2 OF 7 PAGES - ------- ------------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Patrick M. Jaeckle - ------- ------------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------- ------------------------------------------------------------------------------------ 3. SEC USE ONLY - ------- ------------------------------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------- ------------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------- ------------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------- ------------------------------------------------------------------------------------ 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 1,998,644 shares* *Includes 958,520 shares underlying options and warrants. - ------- ------------------------------------------------------------------------------------ 8. SHARED VOTING POWER 0 - ------- ------------------------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 1,998,644 - ------- ------------------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ------- ------------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,998,644 shares* *Includes 958,520 shares underlying options and warrants. - ------- ------------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - ------- ------------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.9% - ------- ------------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IN - ------- ------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D PAGE 3 OF 7 PAGES ITEM 1. SECURITY OF THE ISSUER. This statement relates to the common stock, $.001 par value (the "Common Stock") of HealthGrades.com, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 44 Union Boulevard, Suite 600, Lakewood, Colorado, 80228-1808. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Patrick M. Jaeckle (the "Filing Person"). (b) The principal business address of the Filing Person is 44 Union Boulevard, Suite 600, Lakewood, Colorado, 80228-1808. (c) The present principal occupation of the Filing Person is President of the Issuer. (d) During the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Filing Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. (f) The Filing Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Filing Person obtained the shares of Common Stock described in Item 5 through the exchange of a promissory note in the principal amount of $1 million issued by the Issuer to the Filing Person in December 1999. The note was issued to evidence a loan made by the Filing Person to the Company. ITEM 4. PURPOSE OF TRANSACTION. The Filing Person was President and a director of the Issuer prior to the purchase of the Common Stock described in Item 5, and continues to serve in those capacities. The shares of 4 SCHEDULE 13D PAGE 4 OF 7 PAGES Common Stock were purchased for investment purposes. The Filing Person may acquire additional securities of the Issuer or dispose of such securities in the future. In addition, under an agreement described in Item 6, the Filing Person has agreed to take certain actions in respect of the election of certain persons to the Board of Directors and Board committees and to provide co-sale rights. Except as set forth above, the Filing Person has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of this Item 4. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) The Filing Person beneficially owns 1,998,644 shares of the Common Stock, including 783,520 shares underlying stock options and 175,000 shares underlying warrants, which constitute 8.9% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3(d)(i)(D). The 1,040,124 shares of outstanding Common Stock owned by the Filing Person constitutes 4.8% of the shares of classes of Common Stock actually outstanding. (b) The Filing Person has sole power to vote or direct the vote, and sole power to dispose or direct the disposition, of the reported shares. (c) On March 17, 2000, the filing person acquired 500,000 shares of Common Stock and warrants to purchase 175,000 shares of Common Stock. The warrants are exercisable for five years, expiring in March 2005, and provide for an exercise price of $4.00 per share. The Filing Person exchanged a promissory note previously issued to him in the principal amount of $1,000,000 to purchase the Common Stock and warrants. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Filing Person has entered into a Cosale and Voting Agreement with Essex Woodlands Health Ventures Fund IV, L.P., an Illinois partnership ("Essex"), PaineWebber, as custodian for William J. Punk, I.R.A., Punk, Ziegal & Company Investors, L.L.C., and Chancellor V, L.P. ("Chancellor") (collectively, the "Investors"), Kerry Hicks, Paul Davis and David Hicks (collectively with the Filing Person, the "Founders") and the Issuer (the "Cosale Agreement"). The agreement provides that if any Founder proposes to sell shares of Common Stock in response to a bona fide offer from a party or parties other than the Founders or the Investors and such sale is a private transaction, then the Investors will be entitled to sell a "pro rata portion" of their shares in the sale. For the purposes of the Cosale Agreement, the "pro rata portion" for an Investor is equal to a fraction of the total number of shares of Common Stock to be sold, the numerator of which is the aggregate of the shares of Common Stock and the shares of Common Stock underlying the warrants purchased by the Investor under a Common Stock Purchase Agreement with the Company, dated March 3, 2000 (the "Purchase Agreement"), and the denominator of which is all such securities purchased by all of the Investors under the Purchase Agreement who elect to exercise their rights of co-sale plus all Common Stock then 5 SCHEDULE 13D PAGE 5 OF 7 PAGES held by the selling Founder. The Cosale Agreement is subject to certain exceptions, including the right of a Founder to sell shares of Common Stock in the open market in amounts not to exceed the volume limitations permitted under Rule 144 under the Securities Act of 1933, as amended. In addition, under the Cosale Agreement, the Filing Person has agreed to vote all securities of the Issuer over which he has voting control, and to take other necessary or desirable actions within his control so that: (a) The Issuer will have a Board of Directors comprised of no more than eight members; (b) At the option of Essex, one designee of Essex and, at the option of Chancellor, one designee of Chancellor, shall be elected to the Board of Directors of the Issuer; and (c) In the event that a director designated by Essex or Chancellor ceases to serve as a member of the Issuer's Board of Directors during his or her term of office, the resulting vacancy on the Board of Directors will be filled by a designee of Essex or Chancellor, as applicable. In addition, the Cosale Agreement provides that at the option of Essex or Chancellor, as applicable, the directors designated by Essex or Chancellor will serve as members of the Audit Committee and the Compensation Committee of the Issuer's Board of Directors. The Cosale Agreement terminates with respect to the co-sale provisions on the earlier of (i) the date on which the Investors cease to own five percent or more (in the aggregate) of the issued and outstanding shares of Common Stock, and (ii) March 17, 2003. The obligations of the Filing Person pertaining to designees of Essex and Chancellor for the Board of Directors and Board committees terminate on the later of (i) March 17, 2005; and (ii) with respect to the Essex designee, the date on which Essex fails to own more than five percent (in the aggregate) of the issued and outstanding Common Stock or with respect to the Chancellor designee, the date on which Chancellor fails to own more than five percent (in the aggregate) of the issued and outstanding Common Stock. In addition, all of the obligations under the Cosale Agreement terminate upon a "Change of Control Transaction" as defined in the Cosale Agreement. 6 SCHEDULE 13D PAGE 6 OF 7 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Cosale and Voting Agreement, dated as of March 17, 2000. 7 SCHEDULE 13D PAGE 7 OF 7 PAGES 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. March 27, 2000 -------------------------------- (Date) /s/ PATRICK M. JAECKLE -------------------------------- (Signature) Patrick M. Jaeckle, President -------------------------------- (Name / Title) 8 INDEX TO EXHIBIT
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 CoSale and Voting Agreement
EX-1 2 COSALE & VOTING AGREEMENT 1 EXHIBIT 1 COSALE AND VOTING AGREEMENT This CoSale and Voting Agreement (this "Agreement") is made as of March __, 2000 among HealthGrades.com, Inc., a Delaware corporation (the "Company"), Essex Woodlands Health Ventures Fund IV, L.P., an Illinois partnership ("Essex"), PaineWebber, as custodian for William J. Punk, I.R.A. ("PW"), Punk, Ziegal & Company Investors, L.L.C. ("Punk"), and Chancellor V, L. P. ("Invesco" and with Punk, PW and Essex collectively the "Investors"), Kerry Hicks ("Hicks"), Paul Davis ("Davis"), David Hicks ("D. Hicks") and Patrick Jaeckle ("Jaeckle" and with Hicks, Davis and D. Hicks collectively, the "Founders") (the Investors and the Founders are sometimes referred to herein as the "Shareholders"). RECITALS A. The Founders own certain outstanding shares of Common Stock, par value $0.001 per share ("Common Stock"), of the Company. B. The Investors have purchased shares of Common Stock and warrants (the "Warrants") to purchase Common Stock (the "Equity Securities") pursuant to a Amended and Restated Stock Purchase Agreement dated March 3, 2000. C. In order to induce the Investors to purchase the Common Stock, the Shareholders have agreed to provide certain co-sale and voting rights with respect to their holdings of the Company's Common Stock. NOW, THEREFORE, in consideration of the mutual promises and other consideration hereinafter set forth, the adequacy and receipt of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. Right of Co-Sale. 1.1. The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or 2 warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered 1.2. Failure to Notify. If within 10 days after the Selling Founder gives the aforesaid notice to Investors, none of the Investors notifies the Selling Founder that it desires to sell any or all of its pro rata portion of the Common Stock described in such notice at the price and on the terms and conditions set forth therein, then the Selling Founder may sell during the 120-day period immediately following the expiration of such 10-day period such Common Stock as to which the Investors did not indicate a desire to sell to other persons at the same price and upon the same terms and conditions as those set forth in the notice. In the event the Selling Founder has not sold the Common Stock on the same terms and conditions as those set forth in the notice within such 120-day period, the Selling Founder shall not thereafter sell any Common Stock without first notifying the Investors in the manner provided above. 1.3. Limitations to Right of Co-Sale. Without regard and not subject to the provisions of this Agreement: (a) a Founder may sell or otherwise assign for consideration or gift Common Stock to any or all of his ancestors, descendants, spouse, employees of the Company or to a custodian, trustee (including a trustee of a voting trust), executor, or other fiduciary for the account of or a trust for the benefit of his ancestors, descendants or spouse, provided that each such transferee or assignee, prior to the completion of the sale, transfer, gift or assignment, shall have executed documents assuming the obligations of a Founder under this Agreement with respect to the transferred securities; (b) a Founder may sell shares of Common Stock, the proceeds of which are used to exercise stock options issued under the Company's stock option plan; (c) a Founder may pledge and/or sell shares of Common Stock to the Company; and (d) a Founder may sell shares of Common Stock in the open market in amounts not to exceed the limitations permitted under Rule 144. 2. Voting. 2.1. Designees to Board of Directors. The Shareholders agree to vote all securities of the Company over which they have voting control and to take all other necessary or desirable actions -2- 3 within their control (whether as shareholders, directors or officers of the Company or otherwise, and including without limitation attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholder meetings), so that: (a) The Company shall have a Board of Directors comprising of no more than eight (8) members; (b) At the option of Essex, one designee of Essex and, at the option of Invesco, one designee of Invesco shall be elected to the Board of Directors; and (c) In the event that a director designated by Essex or Invesco for any reason ceases to serve as a member of the Board of Directors during his or her term of office, at the option of Essex or Invesco, as applicable, the resulting vacancy on the Board of Directors shall be filled by a designee of Essex or Invesco, as applicable. 3. Committees. 3.1. Audit Committee. At the option of Essex and Invesco, as applicable, the directors designated by Essex and Invesco shall serve as members of the Audit Committee of the Company. 3.2. Compensation Committee. At the option of Essex and Invesco, as applicable, the directors designated by Essex and Invesco shall serve as members of the Compensation Committee. 4. Miscellaneous. 4.1. Legends. All instruments evidencing Equity Securities held by Shareholders shall be legended, describing the obligations of Shareholders under this Agreement. 4.2. Effectiveness and Termination. This Agreement, and the respective rights and obligations of the Shareholders hereto, shall become effective on the date hereof, and shall terminate: (a) with respect to Section 1 above, upon the earlier of: (i) when the Investors cease to own in the aggregate five percent (5%) or more of the issued and outstanding shares of Common Stock of the Company, and (ii) on the third anniversary of the date hereof; (b) with respect to Sections 2 and 3 above and the obligation to elect Essex to the Board of Directors and the Audit and Compensation Committee, upon the later of (i) the fifth anniversary of the date hereof, and (ii) the date on which Essex fails to own in the aggregate more than 5% of the issued and outstanding Common Stock; -3- 4 (c) with respect to Sections 2 and 3 above and the obligation to elect Invesco to the Board of Directors and the Audit and Compensation Committee, upon the later of (i) the fifth anniversary of the date hereof, and (ii) the date on which Invesco fails to own in the aggregate more than 5% of the issued and outstanding Common Stock; and (d) notwithstanding anything contained herein to the contrary, this Agreement will terminate upon a Change of Control Transaction. A "Change of Control Transaction" shall mean (i) a transaction in which all of the shares of Common Stock are exchanged for cash or other securities of a third party and such transaction results in the holders of Common Stock holding less than fifty percent (50%) of the voting power of the surviving entity, or (ii) the sale or transfer of all or substantially all of the Company's assets. 4.3. Notices. All communications (other than those sent to shareholders generally) provided for hereunder shall be in writing and delivered or mailed by registered or certified mail, or by reputable overnight delivery, to the notice addresses set forth in that Stock Purchase Agreement or, with respect to the Founders, to the then current address set forth on the books and records of the Company. 4.4. Successors and Assigns. This Agreement shall be binding upon the Company, the Shareholders and their successors and assigns and shall inure to the Investors' benefit and to the benefit of the Investors' respective successors and assigns. 4.5. Complete Agreement; Amendments. This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof. This Agreement supersedes and takes the place of all prior agreements relating to its subject matter. No amendment, modification or termination of any provisions of this Agreement shall be valid unless in writing and signed by the Company and each of the Shareholders. 4.6. Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts, or portion which may, for any reason, be hereafter declared invalid. 4.7. Specific Performance. In addition to any and all other remedies that may be available at law, in the event of any breach of this Agreement, each party hereto shall be entitled to specific performance of the agreements and obligations of the Company and the other parties hereto hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction. 4.8. Governing Law. This Agreement and securities issued and sold hereunder shall be governed by and construed in accordance with the internal laws of the State of Delaware. -4- 5 4.9. Captions. The descriptive headings of the various paragraphs or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. 4.10. Number and Gender. Where required by the context, singular words or pronouns shall be construed as plural, plural words and pronouns shall be construed as singular and the gender of personal pronouns shall be construed as either masculine, feminine or neuter. 4.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one Agreement binding on all the parties hereto. [The remainder of this page is intentionally left blank.] -5- 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COMPANY: HEALTHGRADES.COM, INC. By: --------------------------------------- Name: ------------------------------------- Its: ------------------------------------- FOUNDERS: /s/ KERRY HICKS ------------------------------------------ /s/ PATRICK JAECKLE ------------------------------------------ /s/ DAVID HICKS ------------------------------------------ /s/ PAUL DAVIS ------------------------------------------ INVESTORS: ESSEX WOODLANDS HEALTH VENTURES FUND, IV. L.P. By its general partner: ESSEX WOODLANDS HEALTH VENTURES, IV. L.L.C. By: --------------------------------------- Name: ------------------------------------- Managing Director -6- -----END PRIVACY-ENHANCED MESSAGE-----