10-K/A 1 a2067441z10-ka.txt 10-K/A FORM 10-K/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2001 Commission file number 1-10875 NAHC, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-3247827 (I.R.S. EMPLOYER IDENTIFICATION NO.) (STATE OF INCORPORATION) 1018 WEST NINTH AVENUE KING OF PRUSSIA, PA 19406 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) Registrant's telephone number, including area code: (610) 992-7450 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of class) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. AS OF SEPTEMBER 6, 2001, 63,343,263 SHARES OF COMMON STOCK WERE OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD BY NON-AFFILIATES WAS APPROXIMATELY $137,373. (DETERMINATION OF STOCK OWNERSHIP BY NON-AFFILIATES WAS MADE SOLELY FOR THE PURPOSE OF RESPONDING TO THIS REQUIREMENT AND THE REGISTRANT IS NOT BOUND BY THIS DETERMINATION FOR ANY OTHER PURPOSE.) DOCUMENTS INCORPORATED BY REFERENCE NONE. This Amendment No. 1 to the Annual Report on Form 10-K of NAHC, Inc. (the "Company") amends and restates in their entirety Items 10, 11 and 12 of Part III and Item 14 of Part IV of the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on September 28, 2001 (the "Form 10-K"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Form 10-K. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The directors and executive officers of NAHC are as follows:
NAME POSITION AGE John H. Foster.................... Chairman of the Board of Directors 59 David R. Burt..................... Chief Executive Officer, President, and Secretary 38 Charles E. Finelli................ Director 38 Timothy E. Foster................. Director 50 Stephen E. O'Neil................. Director 68 James T. Walmsley................. Vice President 51
No family relationships exist among any of the directors or executive officers of NAHC. Executive officers serve at the discretion of the NAHC Board of Directors. JOHN H. FOSTER has been Chairman of the Board of the Company since December 1984. From 1984 to May 1997, he was also Chief Executive Officer of the Company. Mr. Foster is also a director of Corning Incorporated, an international corporation with business interests in specialty materials and communications. Mr. Foster is founder and Chairman of the Board of Foster Management Company, an investment advisor. DAVID R. BURT has been Chief Executive Officer, President and Secretary of NAHC, Inc. since May 4, 2000, and a director of the Company since June 7, 2000. Mr. Burt is also President, Chief Executive Officer, Secretary, and a director of Ergo Science Corporation, a biopharmaceutical company. He joined Ergo Science Corporation as Vice President, Corporate Development, in March 1993, was appointed Secretary in March 1997, and in March 1999 was appointed President, Chief Executive Officer and director. CHARLES E. FINELLI has been a director of the Company since August 18, 2000. An attorney, Mr. Finelli has been in private practice for six years specializing in litigation. He is a graduate of the University of Arkansas School of Law. TIMOTHY E. FOSTER has been a director of the Company since December 1984. From May 1997 through January 2000, he served as Chief Executive Officer of the Company. From October 1994 until May 1997, he was President and Chief Operating Officer. He served as Senior Vice President, Finance and Administration and Chief Financial Officer of NAHC from November 1988 to October 1994, Treasurer from March 1992 to October 1994, Secretary of the Company from September 1987 to May 1994 and has been a director since December 1984. Since 1996, Mr. Foster has been a partner in certain investment partnerships managed by Foster Management Company. STEPHEN E. O'NEIL has been a director of the Company since December 1984. Mr. O'Neil has been a Principal of The O'Neil Group, a private investment firm, since 1981. He is a director of Brown-Forman Corporation, Castle Convertible Fund, Inc., Spectra Fund, Inc., Alger Fund, Inc. and Alger American Fund. JAMES T. WALMSLEY has been Vice President of NAHC since January 1994. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of the Company's outstanding Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Company Common Stock and other equity securities of the Company. To the Company's knowledge, for the fiscal year ended June 30, 2001, all Section 16(a) filing requirements applicable to its executive officers, 2 directors and holders of more than 10% of NAHC's outstanding common stock were satisfied. A Form 4 for Mr. David R. Burt was not filed on a timely basis with respect to one transaction for the fiscal year ended June 30, 2000. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth information for the fiscal years ended June 30, 2001, 2000 and 1999 concerning the compensation paid or awarded to the Chief Executive Officer and each of the other executive officers of the Company. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM NAME AND COMPENSATION ALL OTHER PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS OPTIONS (#) COMPENSATION (1) ------------------ ---- ---------- --------- ------------------ ---------------- David R. Burt (2)......................... 2001 $ 250,000 $ 272,403 $ -- $ 119,065(a) Chief Executive Officer President and 2000 44,231 -- Secretary............................ Robert E. Healy, Jr. (3).................. 2001 $ 50,131 $ -- $ -- $ -- Former Senior Vice President and 2000 371,243 1,057,500 -- 1,601(b) Chief Financial Officer.............. 1999 302,093 570,000 320,000 139,916(b) James T. Walmsley (4)..................... 2001 $ 200,012 $ 467,190 $ -- $ -- Vice President....................... 2000 189,007 -- -- 1999 182,249 1,305,604 -- --
(1) (a) This amount represents a grossed-up amount to reflect a note payable from the company to Mr. Burt. (b) These amounts represent contributions to the Company's 401(k) plan and its supplemental deferred compensation plan and term life and long-term disability insurance payments. (2) David R. Burt, President became Chief Executive Officer and Secretary effective as of May 4, 2000. (3) Robert E. Healy, Jr. became Senior Vice President, Finance and Administration and Chief Financial Officer in December 1995. Mr. Healy resigned from the Company effective July 26, 2000. (4) James T. Walmsley became Vice President in January 1994. The following table sets forth the number and value of options exercised by the executive officers of the Company named in the Summary Compensation Table during the fiscal year ended June 30, 2001 and the number and value of options held by such executive officers at June 30, 2001. AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED UUNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS JUNE 30, 2001 (#) AT JUNE 30, 2001 ($)(1) SHARES ACQUIRED VALUE EXERCISABLE EXERCISABLE/ NAME UPON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE ---- --------------- -------- -------------------- ----------------------- David R. Burt - - -/- - Robert E. Healy, Jr. - - 175,168/132,000 - James T. Walmsley - - 23,278/9,600 -
(1) In-the-money options are those for which the fair market value of the underlying Common Stock exceeds the exercise price of the option. The value of in-the-money options is determined in accordance with regulations of the Securities and Exchange Commission by subtracting the aggregate exercise price of the option from the aggregate year-end value of the underlying Common Stock. 3 EMPLOYMENT AGREEMENTS Effective as of May 5, 2000, the Company entered into an employment agreement with David R. Burt, to serve as Chief Executive Officer of the Company. The term of the agreement continues through May 5, 2005, subject to certain extensions. Pursuant to the agreement, Mr. Burt receives an annual base salary of $250,000 and an annual performance bonus of not less than $20,000. The agreement requires Mr. Burt to devote at least 50% of his business time and attention to the performance of the duties and responsibilities of Chief Executive Officer of the Company, inasmuch as Mr. Burt also serves as President, Chief Executive Officer and a Director of Ergo Science Corporation. Mr. Burt's agreement provides for additional bonuses as follows: 10% of the amount collected by the Company on certain of its delinquent receivables in excess of the amount booked for such receivables on the Company's balance sheet, subject to a specified cap; and 10% of the difference between the amount at which certain liabilities of the Company are booked on its balance sheet and the actual amounts paid by the Company. As consideration for the Executive's efforts in obtaining settlements on the Hanger, NCES and PROH disputes in July 2000, the Company granted Mr. Burt a convertible promissory note in the principal amount of $60,000. The note bears interest at a rate of 10% per annum and is payable on the earlier of demand by Mr. Burt for payment or May 1, 2006. The note is convertible into the Company's common stock and has a conversion price that ranges from $0.04, the current conversion price, to a potential $0.0025 based on improvements in the market price of the common stock or the Company's total shareholder equity on the balance sheet, as specified in the note. In the event of liquidation or a transfer of substantially all of the assets of the Company, the conversion price is $0.0025. If Mr. Burt is terminated by the Company with good cause or quits for other than good reason, the Company may repurchase the note for an amount that increases in equal increments over a twenty-four month period until the repurchase price equals the principal amount of the note, at which time the right to repurchase terminates. Mr. Burt's employment agreement also provides him certain registration rights with respect to the shares of common stock into which the note is convertible. On May 30, 1999, the Company entered into an employment agreement with Robert E. Healy, Jr., to serve as Senior Vice President, Finance and Administration and Chief Financial Officer of the Company, superseding Mr. Healy's then existing employment agreement with the Company. Pursuant to the agreement, Mr. Healy received an annual base salary of $325,000. In addition, in accordance with the agreement, Mr. Healy received certain transaction and retention bonuses during the fiscal year ending June 30, 2000 as follows: (i) a transaction bonus equal to $317,500, which was paid on November 5, 1999 upon the sale of the Company's interest in NCES, (ii) a transaction bonus equal to $250,000, which was paid on December 3, 1999 upon the sale of the Company's PROH business, (iii) a retention bonus equal to $245,000, which was paid on January 14, 2000, and (iv) a retention bonus equal to $245,000, which was paid on May 5, 2000. Also under the agreement, Mr. Healy was entitled to an additional retention bonus, at the rate of $245,000 for each six month period beyond June 30, 2000 which Mr. Healy remained employed by the Company. By letter dated July 26, 2000, Mr. Healy resigned from his positions as President and Chief Financial Officer of the Company. Mr. Healy received no additional severance from the Company in connection with such resignation. Effective upon Mr. Healy's resignation, the Company entered into a consulting agreement with Mr. Healy, pursuant to which the Company may avail itself of Mr. Healy's services in connection with the implementation of the Company's Plan of Restructure and other general matters. The consulting agreement continued through June 30, 2001. The agreement requires Mr. Healy to provide up to sixteen hours of services per week. Mr. Healy is compensated as a consultant at the rate of $16,294 per month; in addition, for any month in which Mr. Healy provides in excess of sixty-four hours of services, Mr. Healy is compensated $235 per hour for each such hour during such month in excess of sixty-four hours. The agreement also entitles Mr. Healy to continuation of his rights and benefits under the Company's benefit plans and programs for a two year period, as well as the advance of certain expenses in connection with legal proceedings arising in connection with service as an officer or director of the Company and certain other benefits. Effective as of October 1, 2000, Mr. Healy and the Company have agreed to amend the consulting agreement to remove the fixed, monthly retainer and to provide that the compensation paid to Mr. Healy under such agreement shall be based solely on the contracted hourly rate multiplied by the hours of services provided by Mr. Healy to the Company as contemplated by the agreement. Effective January 1, 2000, we entered into an employee compensation agreement with James T. Walmsley, our Vice President, which superceded his then existing agreement. The compensation agreement terminates on December 31, 2001. The compensation agreement is designed to reward Mr. Walmsley for his efforts in the collection of monies owed to us. Under the 4 Agreement, Mr. Walmsley is entitled to an annual base salary of $200,000. In addition, the compensation agreement provided for advancement of severance benefits of $120,154.69 on each of January 3, 2000 and June 30, 2000. Mr. Walmsley is also entitled to (i) a retention bonus of $75,000 for each calendar quarter that he remains employed by us and (ii) collection bonus awards based on a percentage of certain payments received in excess of the receivables recorded on our balance sheet. COMPENSATION OF DIRECTORS OF NAHC The Company provides each non-employee director with an annual retainer of $25,000. The Company pays each director a fee of $1,000 per meeting attended, plus out-of-pocket expenses. In addition, committee members receive a fee of $1,000, plus out-of-pocket expenses, for each non-telephonic committee meeting attended that is not scheduled in conjunction with a meeting of the full Board, and a fee of $500, plus out-of-pocket expenses, for each non-telephonic committee meeting attended in conjunction with a meeting of the full Board and for each telephonic meeting of the Board or any committee of the Board. On January 10, 2000, the Company entered into a consulting agreement with Mr. Timothy Foster, pursuant to which the Company may avail itself of Mr. Foster's services in connection with the implementation of the Company's Plan of Restructure. The term of the consulting agreement continued through January 6, 2001. The agreement required Mr. Foster to provide up to fifteen hours of services per week. Mr. Foster was compensated as a consultant at the rate of $12,500 per month; in addition, for any month in which Mr. Foster provided in excess of sixty hours of services, Mr. Foster was compensated $200 per hour for each such hour during such month in excess of sixty hours. Because Mr. Foster agreed to forego compensation otherwise payable to the Company's non-executive directors, Mr. Foster's participation in Board related matters is counted toward the number of hours of services provided under the consulting agreement. The agreement also entitled Mr. Foster to continuation of his rights and benefits under the Company's benefit plans and programs for a two year period, as well as the advance of certain expenses in connection with legal proceedings arising in connection with service as an officer or director of the Company and certain other benefits. Effective as of October 1, 2000, Mr. Foster and the Company have agreed to amend the consulting agreement to remove the fixed, monthly retainer and to provide that the compensation paid to Mr. Foster under such agreement shall be based solely on the contracted hourly rate multiplied by the hours of services provided by Mr. Foster to the Company as contemplated by the agreement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Stephen E. O'Neil served on the Compensation Committee of the Board of Directors for the entire 2000 fiscal year, and since January 5, 2000 served as Chairman. John H. Foster has served on the Committee since March 22, 2000. Mr. John H. Foster, a member of the Compensation Committee, served as Chief Executive Officer of the Company until May 1997 and served as executive Chairman of the Board through January 2000; he continues to serve as non-executive Chairman of the Board. Other than Mr. Foster, no insider served on the Committee and there were no interlocks. 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table shows the number of shares and percentage of the Company's outstanding Common Stock deemed to be beneficially owned as of June 30, 2001, by (i) all persons known to the Company to be the beneficial owners of more than 5% of its Common Stock, (ii) each director of the Company and (iii) the directors and officers of the Company as a group. Unless otherwise indicated, the beneficial owners have sole voting and investment power with respect to all shares owned.
AMOUNT AND NATURE OF PERCENTAGE OF NAME OF BENEFICIAL OWNER (a) BENEFICIAL OWNERSHIP OUTSTANDING SHARES ---------------------------- -------------------- ------------------ LDN Stuyvie Partnership........................ 11,046,955 (b) 17.4% John H. Foster................................. 4,141,214 (c) 6.5% David R. Burt.................................. 1,612,500 (d) 2.5% Timothy E. Foster.............................. 980,001 (e) 1.5% Stephen E. O'Neil.............................. 59,100 (f) * Charles E. Finelli............................. -- -- James T. Walmsley.............................. 26,028 (g) * Directors and Officers as a group (6 persons).. 6,818,843 (h) 9.9%
* Less than one percent 5 (a) Information as to the interests of the directors and officers has been furnished in part by them. The inclusion of information concerning shares held by or for their spouses or children or by corporations in which they have an interest does not constitute an admission by such persons of beneficial ownership thereof. Unless otherwise indicated, all persons have sole voting and dispositive power as to all shares they are shown as owning. (b) Information as to holdings of LDN Stuyvie Partnership, a limited partnership of which Stuyvesant P. Comfort is the general partner, is based upon a report on Schedule 13D filed with the Securities and Exchange Commission. Such report indicated that 11,046,955 shares were owned with sole dispositive power and with sole voting power. The address of LDN Stuyvie Partnership is 11 Cadogan Street, London SW3 2PP, United Kingdom. (c) Includes 1,640,001 shares of the Company's Common Stock presently issuable upon the exercise of options. (d) Consists entirely of shares issuable upon conversion of a $60,000 convertible note and interest accrued through June 30, 2001 thereon held by Mr. Burt, at the conversion price of $.04 per share. The conversion price fluctuates depending on certain factors. (e) Consists of 980,001 shares of the Company's Common Stock presently issuable upon the exercise of options. (f) Includes 59,000 shares of the Company's Common Stock presently issuable upon the exercise of options. (g) Consists of 2,750 shares held directly and 23,278 shares of common stock presently issuable upon the exercise of options. (h) Includes 4,314,780 shares of the Company's Common Stock issuable upon exercise or conversion of options or convertible securities exercisable or convertible within 60 days after September 30, 2001. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report:
PAGE NUMBER (1) FINANCIAL STATEMENTS: Consolidated Balance Sheets at June 30, 2001 and 2000................................ Consolidated Statements of Operations for each of the three years in the period ended June 30, 2001, 2000 and 1999............................................... Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period ended June 30, 2001, 2000 and 1999........................... Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2001, 2000 and 1999............................................... Notes to Consolidated Financial Statements........................................... Report of Independent Accountants.................................................... (2) FINANCIAL STATEMENT SCHEDULE: II - Valuation and qualifying accounts for each of the three years in the period ended June 30, 2001 (3) EXHIBITS (NUMBERED IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K): The exhibits required to be filed are listed in the index to exhibits
(b) Current Reports on Form 8-K: No current reports on Form 8-K were filed by the Company during the fourth quarter of the fiscal year ended June 30, 2001. 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 8, 2002 NAHC, INC. By: /s/ DAVID R. BURT ---------------------------- David R. Burt Chief Executive Officer, President and Secretary 7 SCHEDULE II NAHC, INC. VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED JUNE 30, 2001, 2000 AND 1999 (IN THOUSANDS)
BALANCE AT CHARGED TO BALANCE BEGINNING COSTS AND AT END DESCRIPTION OF PERIOD EXPENSES OTHER DEDUCTIONS OF PERIOD ----------- ---------- ---------- --------- ---------- ----------- Year ended June 30, 2001: Allowance for uncollectible accounts................. $ 36,633 (2,626)(3) (8,242)(2) $ 25,765 Year ended June 30, 2000: Allowance for uncollectible accounts................. $ 7,124 24,727 8,408(1) (3,626)(2) $ 36,633 Year ended June 30, 1999: Allowance for uncollectible accounts................. $ 639 6,485 --- --- $ 7,124
(1) Primarily allowances for doubtful accounts related to receivables, which reverted back to the Company. (2) Primarily write-offs. (3) Primarily related to changes in reserve estimates for receivables. EXHIBIT INDEX
Exhibit No. 2 (a)(i) Stock Purchase Agreement dated as of April 2, 1999 by and among -- NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic Group, Inc. and HPO Acquisition Corp. (incorporated by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K dated July 1, 1999). 2(a)(ii) Amendment No. 1 to Stock Purchase Agreement made as of May 19, -- 1999 by and among NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic Group, Inc. and HPO Acquisition Corp. (incorporated by reference to the Exhibit 2 (b) to the Company's Current Report on Form 8-K dated July 1, 1999). 2(a)(iii) Amendment No. 2 to Stock Purchase Agreement made as of June -- 30, 1999 by and among NovaCare, Inc., NC Resources, Inc., Hanger Orthopedic Group, Inc. and HPO Acquisition Corp. (incorporated by reference to Exhibit 2(c) to the Company's Current Report on Form 8-K dated July 1, 1999). 2 (b) (i) Stock Purchase Agreement dated as of June 1, 1999 by and among -- NovaCare, Inc., NC Resources, Inc. and Chance Murphy, Inc. (incorporated by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K dated June 1, 1999). (ii) Amendment No. 1 to Stock Purchase Agreement made as of June 1, -- 1999 by and among NovaCare, Inc., NC Resources, Inc. and Chance Murphy, Inc. (incorporated by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K dated June 1, 1999). 2 (c) Stockholder Agreement dated as of September 8, 1999 among Plato Holdings, Inc., -- New Plato Acquisition, Inc., NC Resources, Inc. and NovaCare, Inc. (incorporated by reference to Exhibit 2((a) to the Company's Current Report on Form 8-K dated October 14, 1999). 2 (d)(i) Stock Purchase Agreement dated as of October 1, 1999 by and among NovaCare, Inc. -- NC Resources, Inc. and Select Medical Corporation (incorporated by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K dated October 14, 1999). 2 (d)(ii) First Amendment dated November 19, 1999 to the Stock Purchase Agreement -- dated October 1, 1999 among NovaCare, Inc., NC Resources, Inc. and Select Medical Corporation (incorporated by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K dated December 6, 1999). 2 (d)(iii) Opinion of Warburg Dillon Read LLC dated as of October 1, 1999 -- (incorporated by reference to Exhibit 99(a) to the Company's Current Report on Form 8-K dated October 14, 1999). 3 (a)(i)* Certificate of Incorporation of the Company, as amended -- (incorporated by reference to Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992). NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 3(a)(ii) Certificate of Ownership and Merger of NAHC, Inc. into NovaCare, Inc. -- 3 (b) By-laws of the Company, as amended to date (incorporated by -- reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4 (a) Stock Option Plan, as amended to date (incorporated by reference to -- Exhibit 4(a) to the Company's Annual Report on Form 10-K for the year ended June 30, 1997). 4 (b)* Form of Indenture dated as of January 15, 1993 between the Company -- and Pittsburgh National Bank relating to 5 1/2% Convertible Subordinated Debentures Due 2000 (incorporated by reference to Exhibit 4 to Registration Statement on Form S-3 No. 33-55710). 4 (c) Rights Agreement dated as of March 9, 1995 by and between NovaCare, -- Inc. and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 99(a) to the Company's current report on Form 8-K dated March 14, 1995). 4 (d) 1998 Stock Option Plan (incorporated by reference to Exhibit 4 to -- Registration Statement Form S-8 No. 333-70653). 10 (a)(i) Employment Agreement dated as of October 9, 1996 between the -- Company and Barry E. Smith (incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997). 10(a)(ii) Amendment dated as of October 1, 1998 to the Employment -- Agreement dated as of October 9, 1996 between the Company and Barry E. Smith (incorporated by reference to Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). 10(b) Stock Purchase Agreement dated as of May 1, 1997 between NovaCare -- Employee Services, Inc. and James W. McLane (incorporated by reference to Exhibit 10(i) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 10 (c)(i) Employment Agreement dated as of March 18, 1998 between the -- Company and Ronald G. Hiscock (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 10(c)(ii) First Amendment dated as of October 8, 1998 to the Employment -- Agreement dated as of March 18, 1998 between the Company and Ronald G. Hiscock (incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). 2 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10 (d)(i) Amendment No. 2 to the Amended and Restated Employment Agreement -- dated as of May 30, 1999 between the Company and John H. Foster (incorporated by reference to Exhibit 10(d)(i) to the Company's Annual Report on Form 10-K for the year ended June 30, 1999). 10(d)(ii) Amended and Restated Employment Agreement dated as of July 1, -- 1998 between the Company and John H. Foster (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). 10(d)(iii) Amendment dated September 1, 1998 to the Amended and Restated -- Employment Agreement dated as of July 1, 1998 between the Company and John H. Foster (incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). 10 (e) Employment Agreement dated as of May 30, 1999 between the -- Company and Timothy E. Foster (incorporated by reference to Exhibit 10(a) to the Company's Current Report Form 8-K dated July 1, 1999). 10 (f) Employment Agreement dated as of May 30, 1999 between the Company -- and James W. McLane (incorporated by reference to Exhibit 10(b) to the Company's Current Report on Form 8-K dated July 1, 1999). 10 (g) Employment Agreement dated as of May 30, 1999 between the Company -- and Robert E. Healy, Jr. (incorporated by reference to Exhibit 10(c) to the Company's Current Report on Form 8-K dated July 1, 1999). 10(h) (i) Revolving Credit Facility Agreement dated as of May 27, 1994 by -- and among NovaCare and certain of its subsidiaries and PNC Bank, First Union National Bank of North Carolina, Mellon Bank, N.A., Nations Bank of North Carolina, N.A., CoreStates Bank, N.A., and National Westminster Bank, N.A. (incorporated by reference to Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994). 10(h)(ii) Revolving Credit Facility Credit Agreement First Amendment -- dated as of September 20, 1994 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nations Bank of North Carolina, N.A., CoreStates Bank, N.A., and National Westminster Bank, N.A. (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994). 10(h)(iii) Revolving Credit Facility Agreement Second Amendment dated as -- of November 28, 1994 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nations Bank of North Carolina, N.A., CoreStates Bank, N.A., National Westminster Bank, N.A., and Fleet Bank of Massachusetts, N.A. (incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994). 3 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10(h)(iv) Revolving Credit Facility Agreement Third Amendment dated as -- of May 15, 1995 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina), CoreStates Bank, N.A., NatWest Bank, N.A., and Fleet Bank of Massachusetts, N.A. (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 10(h)(v) Revolving Credit Facility Agreement Fourth Amendment dated as -- of May 19, 1995 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina), CoreStates Bank, N.A., NatWest Bank, N.A., and Fleet Bank of Massachusetts (incorporated by reference to Exhibit 10 (a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 10(h)(vi) Revolving Credit Facility Agreement Fifth Amendment dated as -- of June 30, 1996 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina), CoreStates Bank, N.A., and Fleet Bank of Massachusetts (incorporated by reference to Exhibit 10(j) (vi) to the Company's Annual Report on Form 10-K for the year ended June 30, 1996). 10(h)(vii) Revolving Credit Facility Agreement Sixth Amendment dated as -- of June 30, 1996 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., CoreStates Bank, N.A., First Union National Bank of North Carolina, Fleet Bank of Massachusetts, N.A., Mellon Bank, N.A. and Nationsbank, N.A. (incorporated by reference to Exhibit 10(j)(vii) to the Company's Annual Report on Form 10-K for the year ended June 30, 1996). 10(h)(viii) Revolving Credit Facility Agreement Seventh Amendment dated -- as of November 4, 1996 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A. (Carolina), CoreStates Bank, N.A., and Fleet Bank of Massachusetts, N.A. (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). 10(h)(ix) Revolving Credit Facility Agreement Eighth Amendment dated as -- of January 30, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank, N.A., Fleet Bank of Massachusetts, N.A., The Bank of New York, and SunTrust Bank (Central Florida), N.A. (incorporated by reference to Exhibit (10)(j)(ix) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 4 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10(h)(x) Revolving Credit Facility Agreement Ninth Amendment dated as of -- January 30, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank, N.A., Fleet Bank of Massachusetts, N.A., The Bank of New York, and SunTrust Bank (Central Florida), N.A. (incorporated by reference to Exhibit 10(j)(x) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 10(h)(xi) Revolving Credit Facility Agreement Tenth Amendment dated as of -- March 31, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank, N.A., Fleet National Bank, The Bank of New York, and SunTrust Bank (Central Florida), N.A. (incorporated by reference to Exhibit 10(j)(xi) to the Company's Annual Report on Form 10-K for the year ended June 30, 1997). 10(h)(xii) Revolving Credit Facility Agreement Eleventh Amendment dated -- as of June 27, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank of North Carolina, Mellon Bank, N.A., Nationsbank, N.A., CoreStates Bank, N.A., Fleet National Bank, The Bank of New York, SunTrust Bank (Central Florida), N.A., and Bank One (Kentucky), N.A. (incorporated by reference to Exhibit 10(j)(xii) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 10(h)(xiii) Revolving Credit Facility Agreement Twelfth Amendment dated -- as of September 30, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank, Mellon Bank, N.A., NationsBank, N.A., Corestates Bank, N.A., Fleet Bank, The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, and AmSouth Bank (incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). 10(h)(xiv) Revolving Credit Facility Agreement Thirteenth Amendment dated -- as of November 17, 1997 by and among NovaCare and certain of its subsidiaries and PNC Bank N.A., Corestates Bank, N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 10(h)(xv) Revolving Credit Facility Agreement Fourteenth Amendment dated -- as of February 24, 1998 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 5 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10(h)(xvi) Revolving Credit Facility Agreement Fifteenth Amendment dated -- as of February 27, 1998 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by reference to Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 10(h)(xvii) Revolving Credit Facility Agreement Sixteenth Amendment dated -- as of March 30, 1998 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., Corestates Bank, N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank (incorporated by reference to Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998). 10(h)(xviii) Revolving Credit Facility Agreement Seventeenth Amendment -- dated as of June 30, 1998 by and among NovaCare and certain of its subsidiaries and PNC Bank, N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT & SA, Comerica Bank, Credit Lyonnais (New York Branch), Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederaland", (New York Branch), The Tokai Bank, Limited (New York Branch), Toronto Dominion (Texas), Inc. (incorporated by reference to Exhibit 10(i) (xviii) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 10(h)(xix) Revolving Credit Facility Agreement Eighteenth Amendment dated -- as of December 18, 1998 by and among NovaCare and certain of its subsidiaries and PNC Bank N.A., First Union National Bank, Fleet National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT and SA, Comerica Bank, Credit Lyonnais (New York Branch), Cooperative Centrale Raiffersen- Boerenleenbank B.A., "Rabobank Nederland" (New York Branch), The Tokai Bank, Limited (New York Branch), Toronto Dominion (Texas), Inc. (incorporated by reference top Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). 6 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10(h)(xx) Revolving Credit Facility Agreement Nineteenth Amendment dated -- as of March 31, 1999 by and among NovaCare and certain of its subsidiaries and PNC Bank N.A, First Union National Bank, Fleet National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT and SA, Comerica Bank, Credit Lyonnais (New York Branch), Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederland" (New York Branch), The Tokai Bank, Limited (New York Branch), Toronto Dominion (Texas), Inc. (incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). 10(h)(xxi) Revolving Credit Facility Agreement Twentieth Amendment dated -- as of April 19, 1999 by and among NovaCare and certain of its subsidiaries and PNC Bank N.A, First Union National Bank, Fleet National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America NT and SA, Comerica Bank, Credit Lyonnais (New York Branch), Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederland" (New York Branch), The Tokai Bank, Limited (New York Branch), Toronto Dominion (Texas), Inc. (incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). 10(h)(xxii) Revolving Credit Facility Agreement Twenty First Amendment -- dated as of April 19, 1999 by and among NovaCare and certain of its subsidiaries and PNC Bank N.A, First Union National Bank, Fleet National Bank, Mellon Bank, N.A., Nations Bank, N.A., The Bank of New York, SunTrust Bank (Central Florida) N.A., Bank One (Kentucky) N.A., The Fuji Bank, Limited (New York Branch), Crestar Bank, Bank of Tokyo-Mitsubishi Trust Company, AmSouth Bank, Bank of America N.A., Comerica Bank, Credit Lyonnais (New York Branch), Cooperative Centrale Raiffersen-Boerenleenbank B.A., "Rabobank Nederland" (New York Branch), The Tokai Bank, Limited (New York Branch), Toronto Dominion (Texas), Inc. (incorporated by reference to Exhibit 10(h)(xxii) to the Company's Annual Report on Form 10-K for the year ended June 30, 1999). 10(h)(xxiii) Revolving Credit Facility Agreement dated as of October 18, 1999 by and -- among NovaCare and certain of its subsidiaries and PNC Bank N.A. (incorporated by reference to Exhibit 10(a) to the Company's Current Report on Form 8-K dated November 2, 1999). 7 NovaCare, Inc. Employee's Compensation Agreement Prudent Buyer and Medicare Receivables Collection 10 (i) Supplemental Benefits Plan as amended to date (incorporated by -- reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the year ended June 30, 1998). 10 (j) Subscriber Services Agreement dated as of July 1, 1999 between -- NovaCare, Inc. and NovaCare Employee Services, Inc. (incorporated by reference to Exhibit 10(b) to the Company's Current Report on Form 8-K dated November 2, 1999). 10(k)(i) Amended and Restated Employment Agreement dated as of September 27, 2000 -- between the Company and David R. Burt (incorporated by reference to Exhibit 10(k)(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1991). 10(k)(ii) Convertible Subordinated Note dated as of September 27, 2000 issued by the -- Company to David R. Burt (incorporated by reference to Exhibit 10(k)(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). 21 Subsidiaries of the Company (previously filed). -- 24 Power of Attorney (see "Power of Attorney" in Form 10-K). --
Copies of the exhibits filed with this Annual Report on Form 10-K or incorporated by reference herein do not accompany copies hereof for distribution to shareholders of the Company. The Company will furnish a copy of any of such exhibits to any stockholder requesting the same. Exhibits denoted by an asterisk (*) were filed prior to the Company's adoption of filing via EDGAR. 8