-----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, CDF6VQnZRU9rGo9RMN0Hu+TkqnfnTt6DHPL+yBaBmku/3u1227vYPNipzhmN4xbp 2DAUmFw4TTumhrULEv89bg== 0000895345-03-000302.txt : 20030509 0000895345-03-000302.hdr.sgml : 20030509 20030509123312 ACCESSION NUMBER: 0000895345-03-000302 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHGATE DATA CORP CENTRAL INDEX KEY: 0001081630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043220927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57815 FILM NUMBER: 03689595 BUSINESS ADDRESS: STREET 1: 25 CORPORATE DRIVE STREET 2: STE 310 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 7816854000 MAIL ADDRESS: STREET 1: 25 CORPORATE DRIVE STREET 2: STE 310 CITY: BURLINGTON STATE: MA ZIP: 01803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13D/A 1 ds13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1* ) Under the Securities Exchange Act of 1934 HealthGate Data Corp. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 42222h 10 6 -------------------------------------------------------- (CUSIP Number) PETER J. MUNIZ, Esq. GE CAPITAL EQUITY INVESTMENTS, INC. 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 2003 -------------------------------------------------------- (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 |_|. SCHEDULE 13D CUSIP No. 42222h 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GE Capital Equity Investments, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 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, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 42222h 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS General Electric Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 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, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 42222h 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS General Electric Capital Services, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. 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, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 42222h 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS National Broadcasting Company, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS2(D) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 42222h 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS General Electric Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. (Non-cash consideration) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D ITEM 1. Security and Issuer ------------------- Unchanged. ITEM 2. Identity and Background ----------------------- Item 2 is amended in its entirety as follows: This statement is filed by and on behalf of GE Capital Equity Investments, Inc. ("GE Equity"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS"), the National Broadcasting Company, Inc. ("NBC"), and General Electric Company ("GE"), and amends the Statement on Schedule 13D filed by GE Capital, GE Equity, GECS, and GE on February 10, 2000. GE Equity is a wholly-owned subsidiary of GE Capital; GE Capital is a subsidiary of GECS; and GECS and NBC are subsidiaries of GE. GE Equity, GE Capital, GECS, NBC, and GE are referred to herein collectively as the "Reporting Persons." An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. GE Equity is a Delaware corporation with its principal executive offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal business activities of GE Equity are the making, managing and disposing of investments in private and public companies. GE Capital is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GE Capital, together with its affiliates, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. NBC is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal business activities of NBC are the operation of television and cable broadcast networks and television stations. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GE Equity, GE Capital, GECS, NBC, and GE are set forth on Schedules I, II, III, IV and V attached hereto, respectively. During the last five years none of the Reporting Persons nor, to the best of their knowledge, any of their directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 judgement, 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 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 is amended by adding the following paragraph: On May 7, 2003, pursuant to a Stock Redemption & Warrant Cancellation Agreement, (i) GE Equity transferred 835,485 shares of Common Stock to the Issuer (ii) NBC transferred 318,182 shares of Common Stock to the Issuer, (iii) NBC agreed to cancel a warrant to purchase 66,666 shares of Common Stock, without exercise, (the "NBC Warrant"), and (iv) GE agreed to cancel the Warrant without exercise, in exchange for the transfer from the Issuer to NBC all of the Issuer's right, title and interest in the Issuer's $5,250,000 general, unsecured claim against the assets of Medical SelfCare, Inc. ("SelfCare") (the "SelfCare Note"). Pursuant to the transfer of 1,153,667 shares of Common Stock and the cancellation of the NBC Warrant and the Warrant, the Reporting Persons no longer hold any securities of the Issuer. The description of certain provisions of the Stock Redemption & Warrant Cancellation does not purport to be a complete description thereof and is qualified in its entirety by reference to the full provisions of the Stock Redemption & Warrant Cancellation Agreement filed as an Exhibit to this Statement. ITEM 4. Purpose of Transaction ---------------------- Unchanged. ITEM 5. Interest in Securities of the Issuer ------------------------------------ Item 5 is restated in its entirety as follows: None of the Reporting Persons have beneficial ownership of any shares of Common Stock. As described in detail in Item 3 above, on May 7, 2003, GE Equity transferred 835,485 shares of Common Stock to the Issuer, NBC transferred 318,182 shares of Common Stock to the Issuer, NBC cancelled the NBC Warrant, and GE cancelled the Warrant, in exchange for the Selfcare Note. As of May 7, 2003, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's Common Stock. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------- Item 6 is amended by adding the following: Reference is made to the Stock Redemption & Warrant Cancellation Agreement which is attached as Exhibit 13 and is hereby incorporated by reference herein. ITEM 7. Material to be Filed as Exhibits -------------------------------- Item 7 is amended by adding the following: Exhibit 13: Stock Redemption & Warrant Cancellation Agreement, dated as of May 7, 2003 by and between the Issuer, GE Equity, GE, and NBC. 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. Dated: May 9, 2003 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Senior Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Attorney-in-Fact* NATIONAL BROADCASTING COMPANY, INC. By: /s/ Elizabeth Newell ------------------------------ Name: Elizabeth Newell Title: Assistant Secretary GENERAL ELECTRIC COMPANY By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Attorney-in-Fact* * Power of attorney attached hereto as Exhibit 12. SCHEDULE I GE CAPITAL EQUITY INVESTMENTS, INC. DIRECTORS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- JOHN L. FLANNERY GE Capital Corporation President, Chairman 120 Long Ridge Road of the Board Stamford, CT 06927 Mr. Flannery is a U.S. citizen. GE CAPITAL EQUITY INVESTMENTS, INC. EXECUTIVE OFFICERS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- John L. Flannery, Jr. GE Capital Corporation President 120 Long Ridge Road Stamford, CT 06927 Jonathan K. Sprole GE Capital Corporation Managing Director, General 120 Long Ridge Road Counsel and Secretary Stamford, CT 06927 Frank Ertl GE Capital Corporation Senior Vice President, 120 Long Ridge Road Chief Financial Officer Stamford, CT 06927 and Treasurer William Bradley GE Capital Corporation Vice President, Controller 120 Long Ridge Road Stamford, CT 06927 Peter J. Muniz GE Capital Corporation Senior Vice President, 120 Long Ridge Road Associate General Counsel Stamford, CT 06927 and Assistant Secretary Stephen Ezekiel GE Capital Corporation Senior Vice President, 120 Long Ridge Road Associate General Counsel Stamford, CT 06927 and Assistant Secretary Mark Horncastle GE Capital Corporation Senior Vice President, 120 Long Ridge Road Associate General Counsel Stamford, CT 06927 and Assistant Secretary Ian Sharpe GE Capital Corporation Vice President - Taxes 120 Long Ridge Road Stamford, CT 06927 Citizenship S. Ezekiel Australia M. Horncastle United Kingdom All Others U.S.A SCHEDULE II GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- David L. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way Cinchinnati, OH 45215 James A. Colica GE Capital Corporation Senior Vice President 360 Long Ridge Road Stamford, CT 06927 Dennis D. Dammerman General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer Michael D. Fraizer GE Insurance President 6604 W. Broad Street Richmond, VA 23230 Arthur H. Harper GE Capital Corporation President, GE Equipment 260 Long Ridge Road Management Stamford, CT 06927 Benjamin W. Heineman, General Electric Company Senior Vice President, Jr. 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary Jeffrey R. Immelt General Electric Company Chairman and CEO 3135 Easton Turnpike Fairfield, CT 06431 Robert Jeffe General Electric Company Senior Vice President, 3135 Easton Turnpike Corporate Business Fairfield, CT 06431 Development John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street, 7th Fl. Stamford, CT 06905 Michael A. Neal GE Capital Corporation President, GE Commercial 260 Long Ridge Road Finance Stamford, CT 06927 David R. Nissen GE Capital Corporation President, Consumer 1600 Summer Street Finance Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman and CFO 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO Corporation 5200 Metcalf Overland Park, KS 66204 John M. Samuels General Electric Company Vice President & Senior 3135 Easton Turnpike Counsel Fairfield, CT 06431 Corporate Taxes Keith S. Sherin General Electric Company Senior Vice President, 3135 Easton Turnpike Finance Fairfield, CT 06431 & CFO Robert C. Wright National Broadcasting Chairman & CEO Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Citizenship: U.S.A. GENERAL ELECTRIC CAPITAL CORPORATION OFFICERS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Michael D. Fraizer GE Insurance President 6604 W. Broad Street Richmond, VA 23230 Michael A. Neal GE Capital Corporation President, GE Commercial 260 Long Ridge Road Finance Stamford, CT 06927 Arthur H. Harper GE Capital Corporation President, GE Equipment 260 Long Ridge Road Management Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman & CFO 260 Long Ridge Road Stamford, CT 06927 David R. Nissen GE Capital Corporation President, Consumer 1600 Summer Street Finance Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO Corporation 5200 Metcalf Overland Park, KS 66204 Kathryn A. Cassidy GE Capital Corporation Senior Vice President 201 High Ridge Road Corp. Treasury & Global Stamford, CT 06927 Funding James A. Colica GE Capital Corporation Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Richard D'Avino GE Capital Corporation Senior Vice President, 777 Long Ridge Road Taxes Stamford, CT 06927 Robert L. Lewis GE Capital Corporation Senior Vice President 120 Long Ridge Road Stamford, CT 06927 Brian T. McAnaney GE Capital Corporation Vice President, General 260 Long Ridge Road Counsel and Secretary Stamford, CT 06927 Joan C. Amble GE Capital Corporation Vice President and 260 Long Ridge Road Controller Stamford, CT 06927 Citizenship: U.S.A. SCHEDULE III GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- DeDavid L. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way Cinchinnati, OH 45215 James A. Colica GE Capital Corporation Senior Vice President 360 Long Ridge Road Stamford, CT 06927 Dennis D. Dammerman General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 Michael D. Fraizer GE Insurance President 6604 W. Broad Street Richmond, VA 23230 Arthur H. Harper GE Capital Corporation President, GE Equipment 260 Long Ridge Road Management Stamford, CT 06927 Benjamin W. Heineman, General Electric Company Senior Vice President, Jr. 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary Jeffrey R. Immelt General Electric Company Chairman and CEO 3135 Easton Turnpike Fairfield, CT 06431 Robert Jeffe General Electric Company Senior Vice President, 3135 Easton Turnpike Corporate Business Fairfield, CT 06431 Development John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street, 7th Fl. Stamford, CT 06905 Michael A. Neal GE Capital Corporation President, GE Commercial 260 Long Ridge Road Finance Stamford, CT 06927 David R. Nissen GE Capital Corporation President, Consumer Finance 1600 Summer Street Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman and CFO 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO Corporation 5200 Metcalf Overland Park, KS 66204 John M. Samuels General Electric Company Vice President & Senior 3135 Easton Turnpike Counsel Fairfield, CT 06431 Corporate Taxes Keith S. Sherin General Electric Company Senior Vice President, 3135 Easton Turnpike Finance Fairfield, CT 06431 & CFO Robert C. Wright National Broadcasting Chairman & CEO Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Gary M. Reiner General Electric Company Sr. Vice President & 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 Gary L. Rogers General Electric Company Vice Chairman 3135 Easton Turnpike Fairfield, CT 06431 John M. Samuels General Electric Company Vice President & Senior 3135 Easton Turnpike Counsel Fairfield, CT 06431 Corporate Taxes Keith S. Sherin General Electric Company Senior Vice President, 3135 Easton Turnpike Finance Fairfield, CT 06431 & CFO Edward D. Stewart GE Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 Robert C. Wright National Broadcasting Chairman & CEO Company,Inc. 30 Rockefeller Plaza New York, NY 10112 Citizenship: U.S.A. GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- DeMichael D. Fraizer GE Insurance President 6604 W. Broad Street Richmond, VA 23230 Michael A. Neal GE Capital Corporation President, GE 260 Long Ridge Road Commercial Finance Stamford, CT 06927 Arthur H. Harper GE Capital Corporation President, GE Equipment 260 Long Ridge Road Management Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman & CFO 260 Long Ridge Road Stamford, CT 06927 David R. Nissen GE Capital Corporation President, Consumer 1600 Summer Street Finance Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO Corporation 5200 Metcalf Overland Park, KS 66204 Kathryn A. Cassidy GE Capital Corporation Senior Vice President 201 High Ridge Road Corp. Treasury & Global Stamford, CT 06927 Funding James A. Colica GE Capital Corporation Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Richard D'Avino GE Capital Corporation Senior Vice President, 777 Long Ridge Road Taxes Stamford, CT 06927 P.D. Ameen GE Capital Corporation Senior Vice President 777 Long Ridge Road and Controller Stamford, CT 06927 Steven F. Kluger GE Capital Corporation Senior Vice President, 777 Long Ridge Road Capital Markets Stamford, CT 06927 Brian T. McAnaney GE Capital Corporation Vice President, General 260 Long Ridge Road Counsel and Secretary Stamford, CT 06927 Joan C. Amble GE Capital Corporation Vice President and 260 Long Ridge Road Controller Stamford, CT 06927 Marc J. Saperstein GE Capital Corporation Senior Vice President 260 Long Ridge Road Human Resources Stamford, CT 06927 Joan C. Amble GE Capital Corporation Vice President and 260 Long Ridge Road Controller Stamford, CT 06927 Citizenship: U.S.A. SCHEDULE IV NATIONAL BROADCASTING COMPANY, INC. DIRECTORS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Dennis D. Dammerman General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer. General Electric Company; Chairman, General Electric Capital Services, Inc. A.M. Fudge General Electric Company Former Executive Vice 3135 Easton Turnpike President, Kraft Fairfield, CT 06828 Foods, Inc. Jeffrey R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company A. Jung Avon Products Chairman and Chief 1345 Avenue of the Executive Officer, Avon Americas Products, Inc. New York, NY 10105 A.G. Lafley The Procter and Gamble Chairman of the Board, Company President and Chief 1 Procter & Gamble Plaza Executive Cincinnati, OH 45202-3315 The Procter & Gamble Company K.G. Langone Invemed Associates, Inc. Chairman, President and 375 Park Avenue Chief Executive New York, NY 10152 Officer, Invermed Associates, Inc. R.S. Larsen Johnson & Johnson Former Chairman and 100 Albany Street Chief Executive Officer Suite 200 New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Stsreet, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board 2555 Telegraph Road and President, Bloomfield Hills, MI Penske Corporation 28302-0954 G. L. Rogers General Electric Company Vice Chairman of the 3135 Easton Turnpike Board Fairfield, CT 06431 and Executive Officer, General Electric Company A.C. Sigler Champion International Retired Chairman of Corporation the Board and CEO and 1 Champion Plaza Former Director, Stamford, CT 06921 Champion International Corporation R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Cornell University Dean and Professor of 207 Sage Hall Accounting Ithaca, NY 14853-6201 D.A. Warner III J.P. Morgan Chase & Co., Former Chairman of the The Chase Manhattan Bank Board and Morgan Guaranty Trust Co. of New York 345 Park Avenue New York, NY 10154 R. C. Wright National Broadcasting Vice Chairman of the Company, Inc. Board and Executive 30 Rockefeller Plaza Officer, New York, NY 10112 General Electric Company; Chairman & Chief Executive Officer, National Broadcasting Company, Inc. Citizenship A. Jung Canada All Others U.S.A. NATIONAL BROADCASTING COMPANY, INC EXECUTIVE OFFICERS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company R. C. Wright National Broadcasting Vice Chairman of the Company, Inc. Board and Executive 30 Rockefeller Plaza Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, National Broadcasting Company, Inc. R. Falco National Broadcasting President/ Chief Company, Inc. Operating Officer 30 Rockefeller Plaza New York, NY 10112 M. Vachon National Broadcasting Executive Vice Company, Inc. President/ 30 Rockefeller Plaza Chief Financial New York, NY 10112 Officer/ Treasurer W. L. Bolster National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 R.B. Burgess National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 R. Cotton National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 D. Ebersol National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 J. W. Eck National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 B. W. Heineman, Jr. General Electric Company Senior Vice President 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary General Electric Company J. W. Ireland III National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 P. Madison National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 S. Sassa National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 N. Shapiro National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 P. Steele National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 P. Thomas-Graham National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 L. Tu National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 E. Whelley National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 D. Zaslav National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 J. Zucker National Broadcasting Executive Vice Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Citizenship: U.S.A. SCHEDULE V GENERAL ELECTRIC COMPANY DIRECTORS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.I. Cash, Jr. Harvard Business School Professor of Business Morgan Hall Administration-Graduate Soldiers Field Road School of Business Boston, MA 02163 Administration, Harvard University Dennis D. Dammerman General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer. General Electric Company; Chairman, General Electric Capital Services, Inc. A.M. Fudge General Electric Company Former Executive Vice 3135 Easton Turnpike President, Kraft Foods, Fairfield, CT 06828 Inc. C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and S.A. de C.V. Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso Sa.A. de C.V. Colonia Los Morales Mexico, D.F. 11501, Mexico Jeffrey R. Immelt General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company A. Jung Avon Products Chairman and Chief 1345 Avenue of the Americas Executive Officer, Avon New York, NY 10105 Products, Inc. A.G. Lafley The Procter and Gamble Chairman of the Board, Company President and Chief 1 Procter & Gamble Plaza Executive Cincinnati, OH 45202-3315 The Procter & Gamble Company K.G. Langone Invemed Associates, Inc. Chairman, President and 375 Park Avenue Chief Executive Officer, New York, NY 10152 Invermed Associates, Inc. R.S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer Suite 200 New Brunswick, NJ 08901 R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Stsreet, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board 2555 Telegraph Road and President, Bloomfield Hills, MI Penske Corporation 28302-0954 G. L. Rogers General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and 1 Champion Plaza Former Director, Stamford, CT 06921 Champion International Corporation R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Cornell University Dean and Professor of 207 Sage Hall Accounting Ithaca, NY 14853-6201 D.A. Warner III J.P. Morgan Chase & Co., Former Chairman of the The Chase Manhattan Bank Board and Morgan Guaranty Trust Co. of New York 345 Park Avenue New York, NY 10154 R. C. Wright National Broadcasting Vice Chairman of the Company, Inc. Board and Executive 30 Rockefeller Plaza Officer, New York, NY 10112 General Electric Company; Chairman & Chief Executive Officer, National Broadcasting Company, Inc. Citizenship C.X. Gonzalez Mexico A. Jung Canada All Others U.S.A. GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- J.R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer P.D. Ameen General Electric Company Vice President and 3135 Easton Turnpike Controller Fairfield, CT 06431 C.T. Begley General Electric Company Vice President - GE 2901 East Lake Road Transportation Systems Erie, PA 16531 D.L. Calhoun General Electric Company Senior Vice President 1 Neumann Way GE Aircraft Engines Cincinnati, OH 05215 J.P. Campbell General Electric Company Senior Vice President Appliance Park GE Consumer Products Louisville, KY 40225 W.J. Conaty General Electric Company Senior Vice President 3135 Easton Turnpike Human Resources Fairfield, CT 06431 W.H. Cary General Electric Company Vice President 3135 Easton Turnpike Financial Planning & Fairfield, CT 06431 Analysis K.A. Cassidy General Electric Company Vice President & GE 201 High Ridge Road Treasurer Stamford, CT 06927 D.D. Dammerman General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer. Fairfield, CT 06431 General Electric Company; Chairman, General Electric Capital Services, Inc. S.C. Donnelly General Electric Company Senior Vice President One Research Circle Corporate Research and Niskayuna 12309 Development M.D. Fraizer General Electric Company Senior Vice President 6620 W. Broad Street GE Insurance Richmond, VA 23230 Y. Fujimori General Electric Company Senior Vice President 21 Mita 1-chome GE Asia Meguru-ku 3d Floor Alto Tokyo, Japan 153-0062 A.H. Harper General Electric Company Senior Vice President - GE 260 Long Ridge Road Equipment Management Stamford, CT 06927 B.W. Heinemann, Jr. General Electric Company Senior Vice President 3135 Easton Turnpike General Counsel and Fairfield, CT 06431 Secretary J.M. Hogan General Electric Company Senior Vice President P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 R.A. Jeffe General Electric Company Senior Vice President 3135 Easton Turnpike Corporate Business Fairfield, CT 06431 Development J. Krenicki General Electric Company Senior Vice President 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 M.A. Neal General Electric Company Senior Vice President 260 Long Ridge Road GE Commercial Finance Stamford, CT 06927 D.R. Nissen General Electric Company Senior Vice President 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 J.A. Parke General Electric Company Senior Vice President - 260 Long Ridge Road General Electric Company Stamford, CT 06927 Vice Chairman, GE Capital Corporation R.R. Pressman General Electric Company Senior Vice President 5200 Metcalf Avenue Employers Reinsurance Overland Park, KS 66201 Corporation G.M. Reiner General Electric Company Senior Vice President 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J.G. Rice General Electric Company Senior Vice President 4200 Wildwood Parkway GE Power Systems Atlanta, GA 30339 G. L. Rogers General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer Fairfield, CT 06431 K.S. Sherin General Electric Company Senior Vice President 3135 Easton Turnpike Finance and Chief Fairfield, CT 06431 Financial Officer R.F. Wacker General Electric Company Vice President - Corporate 3135 Easton Turnpike Investor Relations Fairfield, CT 06431 L.G. Trotter General Electric Company Senior Vice President 41 Woodford Avenue GE Industrial Systems Plainville, CT 06062 W. A. Woodburn General Electric Company Senior Vice President 187 Danbury Road GE Speciality Materials Wilton, CT 06897 R.C. Wright National Broadcasting Vice Chairman of the Board Company, Inc. and Executive Officer, 30 Rockefeller Plaza General Electric Company; New York, NY 10112 Chairman & Chief Executive Officer, National Broadcasting Company, Inc. Citizenship: Yoshiaki Fujimori Japan All others U.S.A. EX-99 3 exh99-1.txt EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any further amendments to the Schedule 13D with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $0.01 per share, of HealthGate Data Corp., are being filed on behalf of each of the undersigned in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: May 9, 2003 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Senior Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Attorney-in-Fact* NATIONAL BROADCASTING COMPANY, INC. By: /s/ Elizabeth Newell ------------------------------ Name: Elizabeth Newell Title: Assistant Secretary GENERAL ELECTRIC COMPANY By: /s/ Peter J. Muniz ------------------------------ Name: Peter J. Muniz Title: Attorney-in-Fact* * Power of attorney attached hereto as Exhibit 12. EX-99 4 exh99-2.txt EXHIBIT 12 EXHIBIT 12 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Daniel Janki Nancy E. Barton Jonathan K. Sprole Kathryn A. Cassidy Barbara J. Gould Iain MacKay Peter J. Muniz Leon E. Roday Robert L. Lewis Ward Bobitz Wendy E. Ormond Patricia Merrill Amy Fisher Michael A. Gaudino Mark F. Mylon Robert O. O'Reilly, Sr. Nelson Gonzalez Preston Abbott Ricardo Silva Barbara Lane Michael E. Pralle Murry K. Stegelmann Joseph E. Parsons James Ungari Mark D. Kaplow J. Gordon Smith Stewart Koenigsberg John L. Flannery Kevin Korsh Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2004. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 12th day of March, 2002. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ---------------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - ---------------------------------- Robert E. Healing, Attesting Secretary EX-99 5 exh99-3.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Iain MacKay Barbara J. Gould Michael A. Gaudino Peter J. Muniz Robert O. O'Reilly, Sr. Robert L. Lewis Murry K. Stegelmann Wendy E. Ormond J. Gordon Smith Amy Fisher James Ungari Mark F. Mylon Preston Abbott Nelson Gonzalez Barbara Lane Ricardo Silva Leon E. Roday Michael E. Pralle Ward Bobitz Joseph E. Parsons Patricia Merrill Mark D. Kaplow John L. Flannery Stewart Koenigsberg Daniel Janki Kevin Korsh Jonathan K. Sprole Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2004. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 13th day of March, 2002. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton ----------------------------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - --------------------------------------- Brian T. McAnaney, Assistant Secretary EX-99 6 exh99-4.txt EXHIBIT 13 EXHIBIT 13 STOCK REDEMPTION & WARRANT CANCELLATION AGREEMENT THIS STOCK REDEMPTION & WARRANT CANCELLATION AGREEMENT is effective as of May 7, 2003 (the "Effective Date") by and between HealthGate Data Corp., a Delaware corporation ("HealthGate"), GE Capital Equity Investments, Inc., a _______ corporation ("GE Equity"), General Electric Company, a New York corporation ("GE"), and National Broadcasting Company, Inc., a Delaware corporation ("NBC"), as successor in interest to both NBC Internet, Inc. ("NBCi") and Snap! LLC ("Snap"). GE Equity, GE, and NBC are also referred to collectively as "Stockholders". WHEREAS, Stockholders own common stock (the "Shares") and warrants (the "Warrants") of HealthGate as set forth in Attachment A; WHEREAS, HealthGate has entered into a Settlement Agreement and Mutual Release dated February 21, 2001 with Development Specialists, Inc. ("DSI") as assignee for the benefit of creditors of Medical SelfCare, Inc. ("SelfCare"), pursuant to which DSI has agreed that HealthGate has an allowed general unsecured claim of $5,250,000 (the "Claim") against the assets of SelfCare (the "SelfCare Settlement Agreement"); WHEREAS, Stockholders desire to transfer all Stockholders' Shares to HealthGate and cancel all Warrants in exchange for HealthGate's transfer of the Claim to NBC. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by all parties hereto, the parties hereto agree as follows: 1. Purchase and Sale of Shares. (a) GE Equity Sale of 835,485 Shares. GE Equity hereby sells and HealthGate hereby purchases from GE Equity effective as of the Effective Date, 835,485 shares of common stock of HealthGate. (b) NBC Sale of 193,539 Shares. NBC, as successor in interest to NBCi, hereby sells and HealthGate hereby purchases from NBC effective as of the Effective Date, 193,539 shares of common stock of HealthGate. (c) NBC Sale of 124,643 Shares. NBC, as successor in interest to Snap, hereby sells and HealthGate hereby purchases from NBC effective as of the Effective Date, 124,643 shares of common stock of HealthGate. (d) Share Certificates and Stock Powers. Each Stockholder shall promptly deliver or cause to be delivered to HealthGate the certificates representing all of the Shares of the Stock owned by the Stockholder and to be sold hereunder, with each such certificate duly endorsed in blank or accompanied by stock transfer powers duly executed in blank. (e) Lost Share Certificates. If a Stockholder cannot locate or otherwise does not promptly deliver certificates representing the Shares in accordance with the terms of this Agreement, HealthGate may, at its option, in addition to all other remedies it may have cancel on its books the certificate or certificates representing the Shares purchased by HealthGate, and thereupon all of such Stockholder's rights in and to such repurchased Shares shall terminate. Each Stockholder hereby grants HealthGate the authority to cancel the Shares in order to comply with the provisions of this Agreement. Additionally, Stockholders shall comply with HealthGate's stock transfer agent's procedures for lost stock certificates. 2. Cancellation of Warrants. (a) Cancellation of GE Warrant. GE hereby agrees that the Warrant No.1, dated June 17, 1999, issued and registered to GE for 396,600 shares of HealthGate common stock (such 396,600 shares represent a post-split adjustments to the original 1,369,200 pre-split shares set forth in said Warrant) is hereby cancelled without exercise. GE shall promptly deliver or cause to be delivered to HealthGate said originally executed Warrant marked "cancelled." (b) Cancellation of NBCi Warrant. NBC, as successor in interest to NBCi, hereby agrees that the Warrant to Purchase Common Stock of HealthGate Data Corp., dated March 22, 2001, issued and registered to NBCi for 66,666 shares of HealthGate common stock (such 66,666 shares represent a post-split adjustments to the original 200,000 pre-split shares set forth in said Warrant) is hereby cancelled without exercise. NBC shall promptly deliver or cause to be delivered to HealthGate said originally executed Warrant marked "cancelled." (c) Lost Warrant Certificates. If a Stockholder cannot locate or otherwise does not promptly deliver certificates representing the Warrants in accordance with the terms of this Agreement, HealthGate may, at its option, in addition to all other remedies it may have cancel on its books the certificate or certificates representing the Warrants, and thereupon all of such Stockholder's rights in and to such Warrants shall terminate. Each Stockholder hereby grants HealthGate the authority to cancel the Warrants in order to comply with the provisions of this Agreement. Additionally, Stockholders shall comply with HealthGate's stock transfer agent's procedures for lost warrant certificates. 3. Purchase Price and Payment. In consideration of the sale by Stockholders of the Shares and the cancellation of the Warrants, HealthGate hereby transfers to the Stockholders all its right, title and interest in HealthGate's $5,250,000 general, unsecured claim against the assets of SelfCare, as described in the SelfCare Settlement Agreement. All Stockholders hereby irrevocably instruct HealthGate to transfer such Claim directly to NBC by executing and delivering to NBC the Assignment of Claim in the form attached hereto as Attachment B. 4. Further Assurances. At the request of any party hereto and without further consideration, each party shall execute and deliver further instruments of transfer and assignment (in addition to those delivered under Sections 1, 2 and 3) and take such other action as a party may reasonably request or require to more effectively (a) transfer and assign the Shares and the Claim and (b) cancel the Warrants. 5. Representations and Warranties by each Stockholder and HealthGate. Each of the Stockholders and HealthGate hereby severally represents and warrants with respect to itself as follows: (a) It is duly organized and validly existing under the laws of the state of its organization. (b) It has been duly authorized to enter into this Agreement and to consummate the transactions contemplated herein. (c) This Agreement has been duly executed by it and is a valid and binding obligation of it, enforceable against it in accordance with its terms, except insofar as enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor's rights generally and the availability of any particular equitable remedy; without limiting the generality of the foregoing, NBC represents and warrants it is successor in interest to both NBCi and Snap and accordingly can execute this Agreement and transfer Shares and cancel Warrants on behalf of NBCi and Snap. (e) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof conflict with or will result in a breach or violation of or default under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any agreement, order, judgment, decree, arbitration award, statute, regulation or instrument to which it is a party or by which it or its assets are bound. (f) It has such knowledge and experience in financial and business matters that it is and will be capable of evaluating the merits and risks of purchase and sale of the Shares, the cancellation of the Warrants and the value of the Claim. (g) It holds of record and owns beneficially the Shares and Warrants set forth beside its name on Attachment A hereto, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, security interests or other liens, encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. It is not a party to (i) any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require it to sell, transfer, or otherwise dispose of any of the Shares or Warrants or (ii) any contract or commitment regarding rights to vote or rights to economic benefits with respect to the Shares or Warrants other than arrangements with affiliates (which arrangements with affiliates shall not prevent the consummation of the transactions described in this Agreement). Upon the consummation of the transactions contemplated by this Agreement, good title to all of the Shares owned by it, free and clear of all claims, liens, restrictions and encumbrances, shall have been transferred to HealthGate. (h) The Shares and Warrants listed on Attachment A represent all its equity interests in HealthGate and it has no options warrants or other rights to acquire any additional equity interests in HealthGate. (i) Except for any approval or consent heretofore obtained, no approval or consent by any person or entity is required in connection with the execution and delivery of this Agreement by such party or the performance of such party's obligations under this Agreement. 6. Additional Representations and Warranties by each Stockholder 6. . Each of the Stockholders hereby severally represents and warrants with respect to itself as follows: (a) It acknowledges that HealthGate has advised it that (i) DSI, as assignee for the benefit of creditors, has no liquid assets, (ii) that any potential recovery on the Claim is speculative and (iii) HealthGate makes no representation or warranty concerning what recovery, if any, the Stockholders will receive on the transferred Claim. (b) It has carefully reviewed this Agreement and has had the opportunity to review HealthGate's filings with The U.S. Securities and Exchange Commission and otherwise make detailed inquiry concerning HealthGate and the Claim. The Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from HealthGate. 7. Representations and Warranties by HealthGate. HealthGate hereby represents and warrants with respect to itself as follows: (a) Subject to its disclosures in Section 6(a), above, it has no direct or indirect notice, knowledge or awareness of any reason by which the Claim is or may be impaired, disallowed (either in whole or in part), or otherwise subject to objection, setoff or reduction. (b) It has not taken any action or failed to take any action which has or may cause the Claim to be impaired, disallowed (either in whole or in part), or otherwise subject to objection, setoff or reduction. (c) It has no direct or indirect knowledge or awareness of any outstanding unpaid claim against SelfCare's assets of higher priority than the Claim. To the best of its knowledge, the Claim represents approximately 38% of the unpaid general unsecured claims outstanding against SelfCare's assets. (d) It has no notice or knowledge of any fact or circumstance affecting the accuracy of the information contained in records, correspondence, memoranda or other documents provided by HealthGate to the Stockholders to date, including without limitation, the May 5, 2001 report by DSI to the creditors of SelfCare, a true and accurate copy of which has been provided by HealthGate to the Stockholders. (e) It is able to assign and transfer the Claim to NBC, free and clear of any restrictions on transfer, taxes, security interests or other liens, encumbrances, adverse equities, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. It is not a party to any option, right, contract or commitment (other than this Agreement) that could require it to sell, assign, transfer, or otherwise dispose of the Claim. Upon the consummation of the transactions contemplated by this Agreement, the Claim, free and clear of all claims, liens, restrictions, adverse equities and encumbrances, shall have been transferred to NBC. (f) Each of (i) the Amended and Restated Stockholders Agreement, dated as of April 7, 1999 among HealthGate and its stockholders and (ii) the lock-up agreements executed by each of HealthGate's stockholders in connection with HealthGate's IPO has been terminated and is no longer in effect. 8. HealthGate agrees that within 5 business days following the execution of this agreement, it will provide to NBC, care of its counsel, copies of all non-privileged records, correspondence, memoranda and other documents in its or its counsel's possession relating to the Claim, including, but not limited to, all non-privileged documents reflecting communications from DSI to HealthGate and/or other SelfCare creditors. 9. Miscellaneous. (a) Counterparts. This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. (b) Successors and Assigns. Except as otherwise provided herein, this Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective administrators, successors, trustees, legal representatives and assigns. (c) Entire Agreement. This instrument contains the entire agreement of the parties as to the matters covered within, and there are no representations, covenants or other agreements except as stated or referred to herein. This Agreement shall not be changed or modified, in whole or in part, except by supplemental agreement signed by the parties. (d) Applicable Law; Venue. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed wholly within said State without regard to the conflict of law principles thereof. The parties hereto irrevocably (i) waive any and all rights to trial by jury in any proceeding arising out of or related to this Agreement and (ii) consent to and submit to the jurisdiction of the federal and state courts located in Massachusetts and New York. (e) SEC Filings. Stockholders acknowledge the transfer of Shares and cancellation of Warrants hereunder could, without limitation, require one or more of the Stockholders to file with the U.S. Securities and Exchange Commission a Form 4 and an amendment to Schedule 13D/13G. (f) Press Release. None of the parties, nor any of their respective officers, directors, employees, or affiliated entities over which such party holds management control shall publish any press release, make any other public announcement or otherwise communicate with any news media concerning this Agreement or the transactions contemplated hereby; provided, however, that nothing contained herein shall prevent any party from promptly making all filings with governmental authorities, including without limitation, the FCC, the SEC or securities exchanges as may, in its judgment, be required or advisable in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein or by law or the rules and regulations of any securities exchange; provided further, however, that the HealthGate shall provide the Stockholders with a reasonable opportunity to review and comment on any filings with the SEC prior to filing. HealthGate has previously supplied Stockholders a draft of its Form 8-K that HealthGate intends to file promptly following the closing of this transaction. (g) Captions. The heading, titles or captions of the sections of this Agreement and the Attachments hereto are inserted only to facilitate reference, and they shall not define, limit, extend or describe the scope or intent of this Agreement or any provision hereof or any Attachment, and they shall not constitute a part hereof or affect the meaning or interpretation of this Agreement or any part hereof. (h) Parties in Interest. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective successors and assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement. No provision of this Agreement shall give any third persons any right of subrogation or action over or against any party to this Agreement. (i) Survival of Representations; No Other Representations or Warranties. All representations, warranties and agreements made herein by the parties hereto shall survive the date first set forth above and any investigations made by or on behalf of the parties. Except for the representations and warranties contained in Sections 5, 6 and 7, neither party makes any other or further representations or warranties or agreements of any sort whatsoever. (j) Severability. If any term or provision of this Agreement, as applied to either party or to any circumstance, is declared by a court of competent jurisdiction to be illegal, unenforceable or void in any situation and in any jurisdiction, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending provision in any other situation or in any other jurisdiction. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 7th day of May 2003. HealthGate Data Corp. By: /s/ William S. Reece -------------------------------- GE Capital Equity Investments, Inc. By: /s/ Michael Donnelly -------------------------------- General Electric Company By: /s/ Michael Jones ---------------------------------- National Broadcasting Company, Inc., as successor in interest to NBC Internet, Inc. By: /s/ Mark Vachon ---------------------- National Broadcasting Company, Inc., as successor in interest to Snap! LLC By: /s/ Mark Vachon ------------------------- Attachments - ----------- Attachment A - Ownership of Shares and Warrants Attachment B - Form of Claim Assignment Attachment C - HealthGate Press Release Attachment A ------------ GE and Affiliates Ownership of HealthGate Stock and Warrants Shares Warrants GE Capital Equity Investments, Inc. (10026) 835,485 0 General Electric Company 0 396,600 NBC Internet, Inc. (10038) 193,539 66,666 Snap, LLC. (10029) 124,643 * 0 --------- -------- 1,153,667 463,266 Total Shares and Warrants 1,616,933 * Note: SNAP holds a certificate for 373,924 pre-split shares. Attachment B ------------ ASSIGNMENT OF GENERAL, UNSECURED CLAIM For good and valuable consideration, the receipt of which is hereby acknowledged, HealthGate Data Corp., a Delaware corporation ("HealthGate"), hereby transfers and assigns to National Broadcasting Company, Inc., a Delaware corporation, all right, title and interest to HealthGate's general, unsecured claim against the assets of Medical SelfCare, Inc. ("SelfCare") in the amount of FIVE MILLION TWO HUNDRED FIFTY THOUSAND ($5,250,000) DOLLARS (the "Claim"). Such Claim is established and allowed by, and further described in, the Settlement Agreement and Mutual Release dated February 21, 2001 by and between Development Specialists, Inc. ("DSI"), as assignee for the benefit of creditors of SelfCare, and HealthGate. IN WITNESS WHEREOF, the undersigned has caused this Assignment to be executed on this 7th day of May 2003. HealthGate Data Corp. By: : /s/ William S. Reece --------------------------------- Name: : /s/ William S. Reece --------------------------------- Title: Chairman and Chief Executive Officer ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----