-----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, RUvy0EOIqutaSkQBTrCkvnhWeEn8JQxFUkysJkRW7h790kOJb8gTZmPUIRPIbQhx 1A413TbOMiuE8evsSMdLCA== 0001047469-99-000694.txt : 19990112 0001047469-99-000694.hdr.sgml : 19990112 ACCESSION NUMBER: 0001047469-99-000694 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990111 GROUP MEMBERS: NORLAND MEDICAL SYSTEMS B.V. GROUP MEMBERS: NORLAND PARTNERS L P GROUP MEMBERS: NOVATECH MANAGEMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORLAND MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000946428 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061387931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45017 FILM NUMBER: 99503907 BUSINESS ADDRESS: STREET 1: 106 CORPORATE PARK DRIVE STREET 2: SUITE 106 CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146942285 MAIL ADDRESS: STREET 1: 106 CORPORATE PARK DRIVE STREET 2: SUITE 106 CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: OSTECH INC DATE OF NAME CHANGE: 19950608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORLAND PARTNERS L P CENTRAL INDEX KEY: 0001007453 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PREMIUM POINT STREET 2: C/O REYNALD G BONMATI CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 9145766032 MAIL ADDRESS: STREET 1: C/O REYNALD G BONMATI STREET 2: PREMIUM POINT CITY: NEW ROCHELLE STATE: NY ZIP: 10801 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Norland Medical Systems, Inc. - -------------------------------------------------------------------------------- (Name of Company) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 656031 10 1 ------------------------------------ (CUSIP Number) Reynald G. Bonmati Premium Point New Rochelle, NY 10801 (914) 576-1595 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1998 ------------------------------------ (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / / . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover 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). CUSIP No. 656031-10-1 Page - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norland Medical Systems B.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION A Netherlands corporation - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 7,000,000 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 7,000,000 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 656031-10-1 Page 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norland Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware limited partnership - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,000,000 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 7,000,000 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 656031-10-1 Page 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Novatech Management Corporation (the stockholders of which are Reynald G. Bonmati and Albert S. Waxman) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware limited partnership - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 396,049 SHARES -------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,000,000 OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 396,049 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 7,000,000 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,396,049 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 656031-10-1 Page 5 On September 11, 1997, Norland Medical Systems, Inc. (the "Company") purchased (the "Acquisition") all of the issued and outstanding stock of Norland Corporation ("Norland Corp.") from Norland Medical Systems B.V. ("NMS BV"). The purchase price for the Norland Corp. stock was $17,500,000, consisting of (a) $1,250,000 cash paid to NMS BV at closing and (b) a 7% promissory note issued by the Company to NMS BV. The Company had the right to pay principal of the note by delivering shares of the Common Stock, par value $.0005 per share, of the Company ("Common Stock"), valued at the average closing prices for the five trading days preceding the payment date. The Acquisition has been the subject of an ongoing litigation in the Court of Chancery of the State of Delaware, New Castle County. On December 31, 1998, the Company entered into a settlement agreement with respect to this litigation. In connection with the settlement, the purchase price of the Norland Corp. stock was reduced to $8,700,000. The 7% promissory note was reduced by $8,800,000, an additional $1,890,000 of principal was paid by the Company delivering 7,000,000 shares of Common Stock (the "Shares") to NMS BV valued at the five day average closing price formula referred to above ($.27 per share), and a new 61/2% promissory note in the principal amount of $5,560,000 was issued to NMS BV. Norland Partners, L.P. ("Norland Partner") is a stockholder of NMS BV, and Novatech Management Corporation ("Novatech Management") is the sole general partner of Norland Partners. Novatech Management is the owner of 396,049 shares of Common Stock. These shares were transferred to Novatech Management by Norland Partners in 1997. NMS BV, Norland Partners and Novatech Management are filing this Schedule 13D by virtue of the acquisition of the Shares by NMS BV. NMS BV, Norland Partners and Novatech Management disclaim that they constitute a "person" or "group" as such terms are used in Section 13(d) of the Securities Exchange Act of 1934. Each of NMS BV, Norland Partners and Novatech Management disclaims beneficial ownership of the Common Stock owned by the other two entities. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that NMS BV, Norland Partners and Novatech Management constitute such a person or group. Item 1. SECURITY AND COMPANY This statement relates to the Common Stock of Norland Medical Systems, Inc.. The principal executive offices of the Company are located at 106 Corporate Park Drive, Suite 106, White Plains, New York 10604. Item 2. IDENTITY AND BACKGROUND. Norland Medical Systems B.V. is a Netherlands corporation with an address at Admiraliteskade 50, 3063 ED Rotterdam, P. O. Box 4433, 3006 AK Rotterdam, The Netherlands. The names and addresses of the managing directors of NMS BV are as follows: Reynald G. Bonmati, whose address is Premium Point, New Rochelle, New York 10801; Hans Schiessl, whose address is Markgrafenstrasse 8,75117 Pforzheim, Germany; and Albert S. Waxman, whose address is 137 East Inlet Drive, Palm Beach, Florida 33480. The principal business of NMS BV is that of a holding company. The principal occupation and employment of Mr. Bonmati is that of President of Norland Medical Systems,, Inc. The principal occupation or employment of Mr. Schiessl is that of Geschaftsfuhrer (chief executive officer) of Stratec Medizintechnik GmbH. The principal occupation or employment of Dr. Waxman is that of Senior Managing Partner, Psilos Group Managers, LLC, an investment firm. Mr. Bonmati and Dr. Waxman are citizens of the United States. Mr. Schiessl is a citizen of Germany. Norland Partners, L.P., is a Delaware limited partnership with an address at Premium Point, New Rochelle, New York 10801. The principal business of Norland Partners is that of a private investment fund. The sole general partner of Norland Partners is Novatech Management Corporation, a Delaware corporation with an address at Premium Point, New Rochelle, New York 10801. Mr. Bonmati and Dr. Waxman are the directors and stockholders of Novatech Management. Page 6 Neither NMS BV, Norland Partners, Novatech Management, Mr. Bonmati, Mr. Schiessl nor Dr. Waxman has, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Item 3. SOURCE AND AMOUNTS OF FUNDS OF OTHER CONSIDERATION. The Shares were issued to NMS BV by the Company in payment of a portion of the principal of the Company's promissory note, as described in the paragraphs preceding Item 1, above. Item 4. PURPOSE OF TRANSACTION. This Amendment is being filed as a result of the issuance of the Shares to NMS BV, as described above. It is possible that in the future the undersigned may acquire additional shares of Common Stock, either by additional payments of principal of the promissory note held by NMS BV or by purchases, and may transfer or sell shares of Common Stock. Subject to the foregoing, the undersigned do not have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Item 5. INTEREST IN SECURITIES OF THE COMPANY. (a) NMS BV and Norland Partners may each be deemed to be the beneficial owner of 7,000,000 Shares (49.4% of the total outstanding). Novatech Management may be deemed to be the beneficial owner of 7,396,049 shares of Common Stock (52.2% of the total outstanding). This figure includes: (i) 396,049 shares owned directly by Novatech Management; and (ii) the 7,000,000 Shares Page 7 owned by NMS BV. Norland Partners and Novatech Management may be deemed to beneficially own the Shares owned by NMS BV due to their relationships with NMS BV. Norland Partners is a stockholder of NMS BV, and Novatech Management is the sole general partner of Norland Partners. Beneficial ownership of the Shares owned by NMS BV is disclaimed by Norland Partners and Novatech Management, except to the extent of their proportionate interest in NMS BV. (b) NMS BV has sole power to vote and dispose of the 7,000,000 Shares owned directly by it. Novatech Management has sole power to vote and dispose of the 396,049 shares of Common Stock owned by it. Norland Partners and Novatech Management may be deemed to have shared power to vote and dispose of the 7,000,000 Shares owned by NMS BV. (c) There have been no transactions in securities of the Company effected during the past sixty days by the undersigned other than as described herein. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Company owned by NMS BV, Norland Partners and Novatech Management. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY The Shares were issued to NMS BV pursuant to the Stock Purchase Agreement dated as of February 26, 1997, as amended by an Amendment to Stock Purchase Agreement dated as of December 31, 1998. The Agreement contains provisions pursuant to which, among other things, additional shares of Common Stock can be issued to NMS BV and shares issued pursuant to such Agreement have certain registration rights. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement. 2. Amendment to Stock Purchase Agreement between the Company and NMS BV. 3. Stock Purchase Agreement between the Company and NMS BV (this Agreement is an Exhibit to the Company's Proxy Statement filed with the Securities and Exchange Commission on July 25, 1997 and is incorporated herein by reference). Page 8 After reasonable inquiry and to the best of its knowledge and belief, each of NMS BV, Norland Partners and Novatech Management certifies that the information set forth in this statement is true, complete and correct. Dated: January 8, 1999 NORLAND MEDICAL SYSTEMS B.V. By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati Managing Director NORLAND PARTNERS, L.P. By: Novatech Management Corporation General Partner By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati President NOVATECH MANAGEMENT CORPORATION By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati President EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the Common Stock of Norland Medical Systems, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 8th day of January, 1999. NORLAND MEDICAL SYSTEMS B.V. By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati Managing Director NORLAND PARTNERS, L.P. By: Novatech Management Corporation General Partner By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati President NOVATECH MANAGEMENT CORPORATION By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati President EX-99.2 3 AMENDMENT TO STOCK PURCHASE AGREEMENT EXHIBIT 99.2 AMENDMENT TO STOCK PURCHASE AGREEMENT AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") dated as of December 31, 1998, by and between NORLAND MEDICAL SYSTEMS B.V., a Netherlands corporation ("Seller"), and NORLAND MEDICAL SYSTEMS, INC., a Delaware corporation ("Buyer"). WHEREAS, Seller and Buyer are parties to that certain Stock Purchase Agreement, dated as of February 26, 1997, as previously amended (as so amended, the "Stock Purchase Agreement"), pursuant to which on September 11, 1997 Buyer purchased from Seller all of the issued and outstanding shares of the Common Stock, par value $1.00 per share (the "Shares"), of Norland Corporation; and WHEREAS, the Seller and the Buyer have agreed to make certain amendments to the Stock Purchase Agreement, to the extent set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. DEFINITIONS. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Stock Purchase Agreement. 2. PURCHASE PRICE. (a) The aggregate Purchase Price for the Shares paid by Buyer to Seller was $17,500,000, consisting of (i) $1,250,000 in cash, and (ii) the $16,250,000 Purchase Note. Buyer and Seller hereby agree that the aggregate Purchase Price for the Shares is reduced by $8,800,000 to $8,700,000 consisting of (i) the $1,250,000 in cash paid by Buyer to Seller at the Closing, (ii) 7,000,000 shares of the Common Stock of Buyer issued by converting $1,890,000 principal amount of the Purchase Note pursuant to Section 1.02(b) of the Stock Purchase Agreement, and (iii) the balance by an amended Purchase Note in the principal amount of $5,560,000. (b) The form of the amended Purchase Note (the "Amended Note") is attached to this Amendment as Exhibit A. Simultaneously with the execution and delivery of this Amendment, (i) $1,890,000 in principal amount of the Purchase Note is being converted into 7,000,000 shares of Buyer's Common Stock, (ii) Buyer is executing and delivering the Amended Note to Seller, and (iii) the balance of the original Purchase Note is being cancelled. The Amended Note shall bear interest from the date hereof at the rate of 61/2 per annum. The accrued and unpaid interest on the original Purchase Note as of the date hereof in the aggregate amount of $575,000 (the "Accrued Interest") shall be paid by Buyer to Seller as follows: (A) $287,500 shall be payable on January 4, 1999; and (B) the remaining Accrued Interest of $287,500 shall be payable in equal monthly installments of $23,958.33 commencing on January 31, 1999 and on the last day of each succeeding month to and including December 31, 1999. If the Buyer shall fail to pay any installment of Accrued Interest within five business days of its due date, Seller may, by written notice to Buyer, declare any portion of the Amended Note held by Seller to be due and payable. (c) The aggregate of 7,000,000 shares of the Common Stock of Buyer issued as provided in Section 2(a) of this Amendment constitute Payment Shares and Registration Stock for purposes of the Stock Purchase Agreement. 3. PLEDGE AGREEMENT. The Pledge Agreement is being amended by that certain Amendment to Pledge Agreement dated as of the date hereof in the form of Exhibit B attached hereto. 4. COUNTERPARTS. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. 5. RATIFICATION. Except as specifically amended herein, the terms and provisions of the Stock Purchase Agreement are in all respects ratified and confirmed. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first above written. NORLAND MEDICAL SYSTEMS B.V. By: /s/ Reynald G. Bonmati ----------------------------------- Reynald G. Bonmati Title: Managing Director NORLAND MEDICAL SYSTEMS, INC. By: /s/ Kurt W. Streams ----------------------------------- Name: Kurt W. Streams Title: Vice President, Finance EXHIBIT A THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED BY SAID ACT OR STATE LAWS. NORLAND MEDICAL SYSTEMS, INC. $5,560,000 White Plains, New York December 31, 1998 NORLAND MEDICAL SYSTEMS, INC., a Delaware corporation (the "Company"), for value received, promises to pay to NORLAND MEDICAL SYSTEMS B.V., a Netherlands corporation (the "Payee"), the principal sum of Five Million Five Hundred Sixty Thousand Dollars ($5,560,000) on September 11, 2002 (the "Maturity Date"), except as otherwise provided herein, together with interest on the outstanding principal amount of this Note at the rate of six and one-half percent (6-1/2%) per annum, except as otherwise provided herein. Interest shall be payable quarterly on the last business day of each March, June, September and December, commencing March 31, 1999. If the entire principal amount of this Note is not paid in full on or before the Maturity Date, the Company may elect to extend the Maturity Date for an additional period of two years (the "Extension Period"). If the Company so elects to extend the Maturity Date, then effective on September 11, 2002 and on each succeeding September 11 during the Extension Period, the interest rate on this Note shall be increased by one percentage point. This Note is the Purchase Note issued by the Company pursuant to a Stock Purchase Agreement dated as of February 26, 1997 between the Company and the Payee, as amended (as so amended, the "Purchase Agreement"). This Note is secured by a Pledge Agreement dated as of September 11, 1997 between the Company and the Payee, as amended (as so amended, the "Pledge Agreement"). 1. PAYMENTS AND PREPAYMENTS. 1.1 Payments and prepayments of principal and interest on this Note shall be made to Payee at 106 Corporate Park Drive, Suite 106, White Plains, New York 10604, or such other place or places within the United States as may be specified by the holder of this Note in a written notice to the Company at least 10 business days before a given payment date. 1.2 Payments and prepayments of principal and interest on this Note shall be made in lawful money of the United States of America; PROVIDED, HOWEVER, that except for the mandatory prepayment referred to in the first sentence of Section 1.4 below, the Company shall have the right to make any payment or prepayment of principal on this Note by delivering to the holder of this Note shares of the Common Stock, par value $.0005 per share, of the Company ("Common Stock") registered in such holder's name (the "Payment Shares"). A Payment Share shall, for such purpose, be valued at the average of the closing prices for a share of the Common Stock on each of the five trading days preceding such payment or prepayment. 1.3 If any payment on this Note becomes due and payable on a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, the maturity thereof shall be extended to the next succeeding business day, and, with respect to payments of principal, interest thereon shall be payable during such extension at the then applicable rate. 1.4 The Company shall be obligated to make a principal payment of $1,250,000 within ten (10) days after such time as the Company receives net proceeds of at least $2,000,000 from a debt or equity financing. The Company shall have the right at any time and from time to time to prepay this Note in whole or in part, together with interest on the amount prepaid to the date of prepayment, without penalty or premium. Upon payment of part of the principal amount of this Note, the Company may require the holder to present this Note for notation of such payment and, if this Note is paid in full, require the holder to surrender this Note. 1.5 Upon payment in full of all outstanding principal and interest due under this Note, the Company's obligations in respect of payment of this Note shall terminate and the holder shall return it to the Company. 2. SETOFF RIGHTS. Payee, for itself, its successors and assigns, covenants and agrees, and each holder of this Note by its acceptance of this Note likewise covenants and agrees, that the payment of the principal of this Note is expressly subject to the setoff rights of the Company to the extent and in the manner provided in the Purchase Agreement. 3. EVENTS OF DEFAULT. In the event that: (a) the Company defaults for more than five business days in making any payment required to be made on this Note; (b) a Default shall have occurred and be continuing under the Pledge Agreement; or (c) the Company hereafter makes an assignment for the benefit of creditors, or files a petition in bankruptcy as to itself, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for the appointment of any receiver of or any trustee for the Company or any substantial part of its property under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there is hereafter commenced against the Company any such proceeding and an order approving the petition is entered or such proceeding remains undismissed for a period of 60 day, or the Company or its general partner by any act or omission to act indicates its consent to or approval of or acquiescence in any such proceeding or the appointment of any receiver of, or trustee for, the Company or any substantial part of its property, or suffers any such receivership or trusteeship to continue undischarged for a period of 60 days; then, and in any such event, and at any time thereafter, if such event shall then be continuing, the holder of this Note may, by written notice to the Company, declare the Note due and payable, whereupon the same shall be due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. 4. INVESTMENT REPRESENTATION. 4.1 The Payee hereby acknowledges that the Note is not being registered (i) under the Securities Act of 1933, as amended (the "Act"), on the ground that the issuance of the Note is exempt from registration under Section 4(2) of the Act as not involving any public offering or (ii) under any applicable state securities law because the issuance of the Note does not involve any public offering; and that the Company's reliance on the Section 4(2) exemption of the Act and under applicable state securities laws is predicated in part on the representations hereby made to the Company by the Payee that it is acquiring the Note for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. 4.2 The Payee hereby agrees that it will not sell or transfer all or any part of this Note unless and until it shall first have given notice to the Company describing such sale or transfer and furnished to the Company an opinion, reasonably satisfactory to counsel for the Company, of counsel skilled in securities matters (selected by the holder and reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state. 4.3 The Company may refuse to recognize a transfer of this Note on its books should a holder attempt to transfer this Note otherwise than in compliance with this Section 4. 5. MISCELLANEOUS. 5.1 Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and of a letter of indemnity reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incident thereto, and upon surrender or cancellation of the Note, if mutilated, the Company will make and deliver a new Note of like tenor in lieu of such lost, stolen, destroyed or mutilated Note. 5.2 This Note and the rights and obligations of the Company and each holder hereunder shall be construed in accordance with and be governed by the laws of the State of New York. IN WITNESS WHEREOF, the Company has executed this Note as of the day and year first above written. NORLAND MEDICAL SYSTEMS, INC. By: ----------------------------------- Name: Kurt W. Streams Title: Vice President, Finance EXHIBIT B AMENDMENT TO PLEDGE AGREEMENT AMENDMENT TO PLEDGE AGREEMENT (the "Amendment") dated as of December 31, 1998, by and between NORLAND MEDICAL SYSTEMS, INC., a Delaware corporation ("Pledgor"), and NORLAND MEDICAL SYSTEMS B.V., a Netherlands corporation ("Pledgee"). WHEREAS, the Pledgor and the Pledgee are parties to that certain Pledge Agreement, dated as of September 11, 1997 (the "Pledge Agreement"), pursuant to which the Pledgor has pledged to the Pledgee, as security for the Notes (as defined in the Pledge Agreement), all of the issued and outstanding shares of the Common Stock, $1.00 par value (the "Shares"), of Norland Corporation, a Wisconsin corporation; and WHEREAS, the Pledgor purchased the Shares form the Pledgee pursuant to a Stock Purchase Agreement dated as of February 26, 1997, as amended prior to the date hereof (as so amended, the "Stock Purchase Agreement"); and WHEREAS, the Stock Purchase Agreement is being further amended by an Amendment dated as of the date hereof (the "December 1998 Amendment") to, among other things, reduce the purchase price paid by the Pledgor for the Shares; and WHEREAS, the Pledgor and the Pledgee desire to amend the Pledge Agreement to the extent set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor and the Pledgee hereby agree as follows: 1. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Pledge Agreement. 2. Pursuant to the Stock Purchase Agreement, (a) the Pledgor issued to the Pledgee the $16,250,000 Purchase Note as part of the purchase price for the Shares and (b) the Pledgor would have been obligated, under certain circumstances, to issue an additional Note in a principal amount up to $2,500,000. The Purchase Note and the Additional Note are referred to collectively in the Pledge Agreement as the Notes. The Pledgor did not become obligated to issue an Additional Note to the Pledgee, and, pursuant to the December 1998 Amendment, the principal amount of the Purchase Note (after giving effect to the conversion of a portion of the principal amount into 7,000,000 shares of the Pledgor's Common Stock) is being reduced to $5,560,000. A copy of the amended Purchase Note (the "Amended Note") is attached as EXHIBIT A to the December 1998 Amendment. 3. The Pledgor and the Pledgee hereby agree that from and after the date hereof, the term "Notes", as used in the Pledge Agreement, shall refer to the Amended Note. 4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. 5. Except as specifically amended herein, the terms and provisions of the Pledge Agreement are in all respects ratified and confirmed. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first above written. NORLAND MEDICAL SYSTEMS, INC. By: ----------------------------------- Name: Kurt W. Streams Title: Vice President, Finance NORLAND MEDICAL SYSTEMS B.V. By: ----------------------------------- Name: Reynald G. Bonmati Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----