-----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, OZgSxqS7XHJMSTItlNV1dgU9N2ijz95Zx/5zWctkgNjd4uW8/J8wKr17NXK4iBJz TpDbYkcdrTQ43osB4Q09UA== 0000930413-08-002176.txt : 20080401 0000930413-08-002176.hdr.sgml : 20080401 20080401214758 ACCESSION NUMBER: 0000930413-08-002176 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080321 FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HC Innovations, Inc. CENTRAL INDEX KEY: 0001370512 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 033570877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SIX CORPORATE DRIVE STREET 2: SUITE 420 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: (203) 925-9600 MAIL ADDRESS: STREET 1: SIX CORPORATE DRIVE STREET 2: SUITE 420 CITY: SHELTON STATE: CT ZIP: 06484 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIGL JAMES J CENTRAL INDEX KEY: 0001230211 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52197 FILM NUMBER: 08731137 BUSINESS ADDRESS: STREET 1: C/O NATIONAL MEDICAL HEALTH CARD SYS INC STREET 2: 26 HARBOR PARK DR CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5166056708 3 1 c53004_ex.xml X0202 3 2008-03-21 0 0001370512 HC Innovations, Inc. HCNV.OB 0001230211 BIGL JAMES J C/O HC INNOVATIONS, INC. 10 PROGRESS DRIVE, SUITE 200 SHELTON CT 06484 1 0 0 0 Warrant for Purchase of Shares of Common Stock 2008-01-15 2013-01-15 Common Stock 25000 I Trustee of the security holder Twelve Month 10% Secured Convertible Note 2008-01-15 Common Stock I Trustee of the security holder Options 1.22 2008-03-28 2018-03-28 Common Stock 300000 D The "Exercise Price" means the exercise price of any warrants issued in connection with HC Innovations' Qualified Financing (as defined in the Warrant); provided, however, that in the event HC Innovations does not consummate a Qualified Financing prior to the Maturity Date (see Note 2) of that certain Twelve-Month 10% Secured Convertible Note (the "Note") issued in connection with the warrant, the "Exercise Price" shall be the average of the lowest bid prices for the consecutive twenty (20) trading day period prior to the Maturity Date (see Note 2). The Maturity Date of the Note is January 15, 2009. The Amount of shares that may be issued under the Note, if any, is equal to the principal and accrued interest due under the Note divided by the "Conversion Price" (see Note 4 below). See Remarks The Reporting Person was issued options to purchase a total of 300,000 shares of common stock. Options to purchase 100,000 shares vested immediately and the remaining options vest in equal amounts of 50,000 shares per year over the next four years. The "Conversion Price" is equal to seventy percent (70%) of the average of the lowest bid prices for HC Innovations' common stock for the consecutive twenty (20) trading days immediately prior to the Conversion Date (as defined in the Note); provided, however, the Conversion Price shall not be lower than $1.00 per share. Further, upon the closing of a Qualified Financing (as defined in the Note), the Holder shall have the right to either: (i) tender all or a portion of this Note (in lieu of cash) for securities issued in the Qualified Financing, receiving credit for all unpaid principal and interest then due on this Note, or (ii) have all or a portion of the unpaid principal and interest then due on the Note paid in full. In the event of conversion at the Holder's option, the Holder may convert the principal and unpaid interest due under the Note at a price equal to the lower of (a) a thirty percent (30%) discount to the issue price of the new securities offered in the Qualified Financing; or (b) a thirty percent (30%) discount to the average of the lowest bid prices for HC Innovations' common stock for the consecutive twenty (20) trading days prior to the announcement of the issue of new securities in the Qualified Financing; provided, however, that the tender price shall not be lower than $1.00 per share. /s/ James J. Bigl 2008-04-01 -----END PRIVACY-ENHANCED MESSAGE-----