10.53
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and
entered into as of February __, 1998 by and among Healthcare Imaging Services,
Inc., a Delaware corporation (the "Company"), the Xxxxxxxxx Xxxxxxxxxxx
Irrevocable Trust, the Xxxxx Xxxxxxxxxxx Irrevocable Trust, the Xxxxxxxx
Xxxxxxxxxxx Irrevocable Trust (each of the aforementioned trusts are referred
to herein collectively as the "Loewenstern Trusts"), the Xxxxxxx X. Xxxxxxx
Revocable Trust (the "Xxxxxxx Trust", the Xxxxxxx Trust and the Loewenstern
Trusts are referred to herein collectively as the "Trusts"), and the Xxxxxx
Family Partnership (the "Partnership", the Partnership and the Trusts are
referred to herein collectively as the "Sellers").
WHEREAS, the Company and Biltmore Securities ("Biltmore") entered into
a Consulting Agreement, dated January 30, 1996, as amended on January 30, 1997
and November 3, 1997, respectively, (the "Consulting Agreement");
WHEREAS, pursuant to Section 4(a) of the Consulting Agreement, the
Company granted Biltmore options (the "Options") to purchase 750,000 shares
(the "Option Shares") of the Company's common stock, par value $.01 per share
("Common Stock"), at an exercise price of $0.75 per share (the Options and the
Option Shares are referred to collectively herein as the "Biltmore Options");
WHEREAS, pursuant to Section 4(b) of the Consulting Agreement, the
Company granted Biltmore the right to receive 750,000 shares of Common Stock
("Restricted Stock") simultaneously with the Company's acquisition, during the
term of the Consulting Agreement, of one or more businesses which in the
aggregate have assets of not less than $2,500,000;
WHEREAS, on September 30, 1997, Biltmore distributed the Biltmore
Options on an equal basis to its two (2) stockholders, Xxxxxxx X. Xxxxxxx and
Xxxxxxx Xxxxxxxxxxx, who in turn gifted the Biltmore Options to the Trusts in
the amounts set forth in Annex A attached hereto;
WHEREAS, on September 30, 1997, Biltmore assigned its right to receive
the Restricted Stock to the Trusts in the same respective amounts as the
Biltmore Options were gifted to the Trusts pursuant to the preceding clause;
WHEREAS, on February 17, 1998, each of the Loewenstern Trusts
acknowledged that their rights to receive the Restricted Stock were erroneously
assigned to them by Xxxxxxx Xxxxxxxxxxx, and, with the consent of Xxxxxxx
Xxxxxxxxxxx, on February 17, 1998, each of the Loewenstern Trusts assigned any
and all of their rights to receive the Restricted Stock to the Partnership, the
intended distributee of the Restricted Stock;
WHEREAS, upon the terms and subject to the conditions set forth in
this Agreement, the Company desires to purchase the Biltmore Options and the
Restricted Stock from the Sellers, and the Sellers desire to sell the Biltmore
Options and the Restricted Stock to the Company, in consideration for the
payments from the Company as set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and of the
mutual obligations hereinafter set forth, and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Sellers hereby agree as follows:
1. Sale and Purchase of Biltmore Options and Restricted Stock -
Upon the terms and subject to the conditions set forth in this Agreement, the
Company agrees to purchase the Biltmore Options and the Restricted Stock from
the Sellers, and the Sellers agree to
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sell their respective Biltmore Options and Restricted Stock to the Company, for
the Purchase Price as set forth in Section 2 herein.
2. Purchase Price- The aggregate purchase price for the Biltmore
Options and the Restricted Stock is $3,500,000 (the "Purchase Price"). At the
Closing, as defined in Section 3 herein, the Company shall pay to each Seller
their respective portion of the Purchase Price, as set forth in Annex A
attached hereto, by check made payable to such Seller or by wire transfer of
immediately funds to the respective account designated by such Seller, against
delivery by such Seller to the Company of its Biltmore Options and Restricted
Stock.
3. Closing Date- The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place on a date and at a
location to be selected by the Company; provided, however, that in no event
will the Closing occur later than the ninetieth day following the earlier to
occur of (i) the consummation of all the transactions necessary to acquire
substantially all of the assets or capital stock, by merger or otherwise, of
Jersey Integrated HealthPractice, Inc., as contemplated by the letter of intent
(the "LOI") by and between the Company and Pavonia Medical Associates, P.A.,
dated January 28, 1998 or (ii) the Company raising aggregate gross proceeds of
at least $60 million from one or more debt and/or equity financings (the
earlier to occur of such events being referred to herein as the "Trigger
Event"). In the event that the Trigger Event has not occurred by June 30, 1998,
then this Agreement shall terminate and be of no further force or effect.
4. Representations and Warranties of the Sellers. Each Seller
hereby represents and warrants to, and agrees with, the Company as follows:
(a) Each Seller has all necessary power and authority,
and has
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taken all necessary action, to execute and deliver this Agreement. This
Agreement has been duly executed and delivered by each Seller and, assuming due
authorization, execution and delivery of the Agreement by the Company, this
Agreement constitutes a legal, valid and binding obligation of each Seller
enforceable against the Seller in accordance with its terms.
(b) Each Seller has good and marketable title to the
Biltmore Options and Restricted Stock set forth opposite its name in Annex A
attached hereto and owns such securities free and clear of all liens, claims
and encumbrances and will not encumber or otherwise subject to any adverse
interest either its Biltmore Options or its Restricted Stock in any way prior
to the Closing.
5. Irrevocable Proxy. Each of the Sellers does hereby grant
to the Board of Directors of the Company an irrevocable proxy to vote
any shares of Common Stock acquired upon the exercise of the Biltmore Options
and any shares of Restricted Stock issued to the Sellers; provided, however,
that such irrevocable proxy shall terminate and be of no further force or
effect upon the termination of this Agreement.
6. Further Assurances. From time to time, whether before or
after the date hereof, without further consideration, the Sellers
shall execute and deliver such documents to the Company as the Company may
reasonably request in order to effect the consummation of the transactions
contemplated by this Agreement.
7. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey, without
giving effect to the principles of conflicts of law thereof.
8. Successors and Assigns. This Agreement shall be binding
upon
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and inure to the benefit of the parties hereto and their respective successors
and assigns. The Company may assign its rights and remedies under this
Agreement without the consent of the Sellers or any other party.
9. Communication. Any notice or other communication under
this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if personally served or sent by telecopy, on
the business day after notice is delivered to a courier or mailed by express
mail if sent by courier delivery service or express mail for next day delivery
and on the third day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered, return receipt requested, postage
prepaid and addressed to:
(a) if to the Company, to Xxxxxxx X. Xxxxxx, c/o
Healthcare Imaging Services, Inc., 000 Xxxxxx Xxxxx, Xxx Xxxx, XX
00000, fax: 000-000-0000, or such other address as the Company has designated
in writing to the Sellers, or
(b) if to the Sellers, to the address set forth in
Annex A directly below each Seller's name, or such other address as such Seller
has designated in writing to the Company.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.
11. Headings. The headings of this Option have been inserted
as a matter of convenience and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HEALTHCARE IMAGING SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chairman/CEO
XXXXXXX X. XXXXXXX REVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
XXXXXXXXX XXXXXXXXXXX IRREVOCABLE TRUST
By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Trustee
XXXXX XXXXXXXXXXX IRREVOCABLE
TRUST
By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Trustee
XXXXXXXX XXXXXXXXXXX IRREVOCABLE TRUST
By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Trustee
XXXXXX FAMILY PARTNERSHIP
By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title:
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ANNEX A
-------
CASH SELLER'S
PAYMENTS TOTAL
BILTMORE FOR BILTMORE RESTRICTED CASH PAYMENTS CASH
SELLER OPTIONS OPTIONS STOCK FOR RESTRICTED STOCK PAYMENTS
------ ------- ------------ ---------- -------------------- ---------
Xxxxxxx X. Xxxxxxx
Revocable Trust
000 Xxxxx Xxxxxxxxx 375,000 $734,374.98 375,000 $1,015,625.00 $1,749,999.98
Xxxxxx Xxxxx, Xx 00000
Attn: Xxxxxxx X. Xxxxxxx
Fax: (000)000-0000
Xxxxxxxxx Xxxxxxxxxxx
Irrevocable Trust
00000 Xxxxxxxxxx Xxxxx 125,000 244,791.66 - - 244,791.66
Xxxx Xxxxx, Xx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Fax: (000)000-0000
Xxxxx Xxxxxxxxxxx
Irrevocable Trust
00000 Xxxxxxxxxx Xxxxx 125,000 244,791.66 - - 244,791.66
Xxxx Xxxxx, Xx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Fax: (000)000-0000
Xxxxxxxx Xxxxxxxxxxx
Irrevocable Trust
00000 Xxxxxxxxxx Xxxxx 125,000 244,791.66 - - 244,791.66
Xxxx Xxxxx, Xx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Fax: (000)000-0000
Xxxxxx Family Partnership
0 Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000 - - 375,000 1,015,625.00 1,015,625.00
Attn: Xxxx Xxxxxxxxxxx
Fax: (000)000-0000
--------- --------- -------- ------------ -------------
750,000 $1,468,750* 750,000 $2,031,250* $3,500,000*
* Amount rounded to nearest dollar.
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