Full Doc
 | 2001 |
Safeguard Completes Recapitalization, Strengthening Balance Sheet and Positioning Company for Growth
Safeguard Completes Recapitalization, Strengthening Balance Sheet and Positioning Company for Growth (4K)
Doc #292517: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}0007.txt {TEXT}
95 Enterprise Aliso Viejo, California 92656-2601 SAFEGUARD 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD COMPLETES RECAPITALIZATION, STRENGTHENING BALANCE SHEET AND POSITIONING COMPANY FOR GROWTH
ALISO VIEJO, CALIFORNIA (FEBRUARY 8, 2001) - SafeGuard Health Enterprises, Inc. (OTC BULLETIN BOARD: SFGD) today announced it has completed the conversion of approximately $53 million of debt and accrued interest into convertible preferred stock which carries no dividend. This transaction significantly strengthens the Company's balance sheet. As a result, John Hancock Life Insurance Company, a subsidiary of John Hancock Financial Services, Inc., (NYSE:JHF) owns directly or indirectly approximately 40% of the Company; CAI Partners, an investment partnership with significant experience in the healthcare industry, owns approximately 24% of the Company; Jack R. Anderson, a well-known healthcare investor, owns approximately 7% of the Company; and management owns, including stock options, approximately 9% of the Company.
In commenting on the closing, James E. Buncher, SafeGuard's President and Chief Executive Officer, said, "We are pleased to have completed this transaction, which leaves SafeGuard with a strong balance sheet, virtually no debt, net interest income and strong financial partners. This transaction restores the Company's financial strength and places the Company in a position to execute its future growth plans, including pursuing value-added acquisitions and other development opportunities. We continue to build positive momentum, generated by our focus on cost controls and consolidation of administrative services, as well as the successful implementation of a number of major service programs to ensure that our brokers, members, clients and providers receive outstanding customer service."
The Company also announced that, in connection with this transaction, Stephen J. Blewitt, Managing Director of the Bond and Corporate Finance Group of John Hancock Life Insurance Company, joined SafeGuard's board of directors, increasing the number of board members to seven. In addition to serving as a Managing Director of the Bond and Corporate Finance Group, Mr. Blewitt also serves as a Director of Learning Curve International. Mr. Blewitt received his bachelor's degree from the University of Chicago and his master's degree from Boston University.
{PAGE} SFGD Closes Recapitalization Transaction Page 2 February 8, 2001
SafeGuard provides managed care dental plans, PPO/indemnity dental plans, vision benefit plans, administrative services, and preferred provider organization services. The Company serves approximately 800,000 members, primarily in California, Texas, Florida and Missouri.
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include those risk factors and other information that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, the Company's Report on Form 8-K as of March 16, 2000, and the Company's Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, and September 30, 2000, on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE} {/TEXT} {/DOCUMENT}
292517
|
Safeguard Health
As referenced in this Safeguard Completes Recapitalization, Strengthening Balance Sheet and Positioning Company for Growth:
SafeGuard Health Enterprises, – CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD COMPLETES RECAPITALIZATION, STRENGTHENING
BALANCE SHEET AND POSITIONING COMPANY FOR GROWTH
ALISO VIEJO, CALIFORNIA (FEBRUARY 8, 2001) - SafeGuard Health Enterprises, Inc.
(OTC BULLETIN BOARD: SFGD) today announced it has completed the conversion of
approximately $53 million of debt and accrued interest into _____________
dt 231133
| |
Full Doc
 | 2002 |
Safeguard Announces Settlement of Stockholder Litigation
Safeguard Announces Settlement of Stockholder Litigation (12K)
Doc #292472: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}5 {FILENAME}doc4.txt {TEXT}
95 Enterprise, Suite 100 Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES SETTLEMENT OF STOCKHOLDER LITIGATION
----------------------------------------- REPORTS SECOND QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (AUGUST 13, 2002) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced the settlement of the stockholder litigation case filed against the Company in 1999, as well as its results for the second quarter ended June 30, 2002.
In 1999, a purported class action complaint was filed against the Company alleging that certain officers of the Company violated securities laws with respect to certain public statements and filings concerning the Company's financial results for 1997 and 1998. The interested parties recently conducted a mediation, and, in view of the length of time, the expenses, the distractions to management and the risks associated with the outcome of any complex litigation, the parties agreed to settle the litigation without an admission of liability by any party. The settlement is subject to Court approval, completion of final documentation, and to certain other customary conditions, including the right of individual class members to opt out. The settlement amount is $1.25 million, of which the Company's insurance carrier has agreed to pay $1 million and the Company has agreed to pay $250,000. Accordingly, during the second quarter of 2002 the Company recorded a one-time charge of $250,000 as a result of the settlement.
The Company expects that a Court hearing to evaluate approval of the settlement will be held during the fourth quarter of 2002, and the Company believes that the settlement will be approved at that time. When approved by the Court and final according to its terms, this settlement will be a full and complete resolution of all class claims arising from the litigation, and the lawsuit filed against the Company will be dismissed with prejudice.
Revenue for the three months ended June 30, 2002, was $20.2 million, compared with $21.5 million for the same period in 2001. The Company incurred a net loss of $200,000, or $0.01 per share, for the quarter ended June 30, 2002, compared with net income of $310,000, or $0.01 per share, for the same period last year.
Revenue for the six months ended June 30, 2002, was $40.9 million, compared with $43.1 million for the same period in 2001. Net income for the six months ended June 30, 2002, was $208,000, or $0.01 per share, compared with net income of $233,000, or $0.01 per share, for the same period last year, excluding the extraordinary gain of $11.3 million related to the conversion of debt and accrued interest into convertible preferred stock as of January 31, 2001.
{PAGE} James E. Buncher, SafeGuard's president and chief executive officer, commented, "We are pleased to have the stockholder litigation resolved. The Company determined that settling this matter at this time is in the best interests of our stockholders. During the second quarter, the Company also resolved a dispute with a business application software vendor. As a result, the Company obtained a current version of the software, including unlimited user licenses, under an 18-month capital lease with a $1.00 buy-out provision at its termination. The Company also renegotiated an operating lease for the furniture at its corporate offices, which was set to expire later in the year, replacing it with a two-year capital lease that includes a $1.00 buy-out provision at its termination. These are all significant accomplishments that were completed during the quarter. In addition, management continues to focus its full attention on restoring growth in revenue and membership."
Mr. Buncher continued by adding, "Operationally, the Company has experienced membership and revenue erosion due to the loss of some groups, negative economic conditions that have resulted in significant in-group membership erosion due to downsizing by some of our major clients, and some groups terminated due to price increases as we ensure that all groups are profitable. We believe that membership and revenue erosion is bottoming out. During the second quarter, we also experienced an increase in health care services expense as a percentage of revenue. Some increases have already been addressed, and we are continuing to work to return the remainder to more acceptable levels. In addition, we remain excited about our pending acquisition of Paramount Dental Plan, Inc., in Florida and the addition of Nicholas M. Kavouklis, DMD, Paramount's president, chief executive officer and owner, to SafeGuard's senior management team as president of our Florida operations. We hope to close this transaction in the third quarter of this year."
The Company also announced that it has evaluated its accounting related to the issuance of management stock options and has concluded that the cost of such stock options should be recognized as an operating expense. However, the Company believes the existing accounting rules for determining the value of stock options do not necessarily result in compensation expense amounts that reflect the actual expense incurred by the Company. Therefore, the Company has concluded that it will not recognize such expenses in its financial statements at the present time.
SafeGuard provides dental benefit plans with HMO and PPO/indemnity plan designs, vision benefit plans, TPA services and preferred provider network rental. The Company serves approximately 600,000 members, primarily in California, Florida and Texas.
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, and the Company's Current Report on Form 8-K dated as of April 24, 2002, on file with the U.S. Securities and Exchange Commission. In addition, the settlement of the stockholder lawsuit is subject to the risk that conditions to its finality may not be satisfied, including but not limited to Court approval, and those other conditions referenced in this release.
{PAGE} {TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 2002 2001 2002 2001 -------- -------- -------- -------- {S} {C} {C} {C} {C} Premium revenue, net $20,174 $21,452 $40,862 $43,095 Health care services expense 14,676 14,914 29,226 30,101 Selling, general and administrative expense 5,777 6,453 11,616 12,987 -------- -------- -------- -------- Operating income (loss) (279) 85 20 7 Investment and other income 103 255 219 690 Interest expense on debt that was converted to equity (1) -- -- -- (402) Other interest expense (24) (30) (31) (62) -------- -------- -------- --------
292472
|
Safeguard Health
As referenced in this Safeguard Announces Settlement of Stockholder Litigation:
SafeGuard Health Enterprises, – AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES SETTLEMENT OF STOCKHOLDER LITIGATION
-----------------------------------------
REPORTS SECOND QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (AUGUST 13, 2002) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced the settlement of the stockholder
litigation case filed against the Company in 1999, as well _____________
SAFEGUARD HEALTH ENTERPRISES, – finality may
not be satisfied, including but not limited to Court approval, and those other
conditions referenced in this release.
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE _____________
SAFEGUARD HEALTH ENTERPRISES, – 630 $ 1,158
{FN}
(1) Effective January 31, 2001, the Company converted substantially all of its
debt into convertible preferred stock.
{/TABLE}
{PAGE}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
JUNE 30, DEC. 31,
2002 2001
--------- ---------
Cash and short-term investments $ 13, _____________
dt 231090
| |
Full Doc
 | 2002 |
Safeguard Completes Merger of Paramount Dental Plan With Safeguard's Florida Dental HMO
Safeguard Completes Merger of Paramount Dental Plan With Safeguard's Florida Dental HMO (5K)
Doc #292480: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}10 {FILENAME}doc7.txt {TEXT}
CONTACT: FOR SAFEGUARD HEALTH ENTERPRISES, INC. FOR PARAMOUNT DENTAL PLAN James E. Buncher Nicholas M. Kavouklis D.M.D. President and Chief Executive Officer Chairman and Chief Executive (949) 425-4300 Officer (813) 221-4048 x223
SAFEGUARD COMPLETES MERGER OF PARAMOUNT DENTAL PLAN WITH SAFEGUARD'S FLORIDA DENTAL HMO
----------------------------------------------- TRANSACTION EXPECTED TO BE IMMEDIATELY ACCRETIVE TO EARNINGS
ALISO VIEJO, CALIFORNIA, and TAMPA, FLORIDA (SEPTEMBER 5, 2002) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) and privately held Paramount Dental Plan, Inc. today jointly announced the completion of the previously announced acquisition and merger of Paramount with SafeGuard's Florida Dental HMO. Although specific terms were not disclosed, the purchase price was paid in a combination of cash, SafeGuard stock and a convertible note. The transaction is expected to be immediately accretive to earnings.
Founded in 1995 by Nicholas M. Kavouklis D.M.D., Paramount currently has over 225,000 members primarily in the Tampa, St. Petersburg, and Orlando areas. Dr. Kavouklis will join SafeGuard as president of SafeGuard's Florida operations, which will encompass over 275,000 dental HMO, PPO/Indemnity and Vision members.
SafeGuard also announced the completion of the sale of its Utah Dental HMO. SafeGuard does not expect to report a significant gain or loss on this sale.
James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased to have completed the acquisition and merger of Paramount with our Florida dental HMO. We expect the transaction will be immediately accretive to earnings. Our due diligence confirmed our belief that joining the two companies would create a strong SafeGuard presence in Florida. We are looking forward to working with the Paramount management to ensure a smooth integration of Paramount's members into the combined company. This transaction strengthens our position in Central and Southern Florida by increasing our Florida membership to over 275,000 members. Through our new headquarters in Tampa and our satellite office in Ft. Lauderdale, we anticipate significant growth as well as expansion into Northern Florida. We are also excited about Dr. Kavouklis joining our management team as president of SafeGuard - Florida."
Dr. Kavouklis, Paramount's president and chief executive officer, said, "We are very excited about this merger. SafeGuard has a substantial amount of industry knowledge, experience and technology that will complement the strengths of Paramount. I have had extensive discussions
{PAGE} with SafeGuard's senior management and found that our business philosophies are congruent. I am looking forward to being part of the combined management team and continuing to build on our existing business in the Florida market."
Mr. Buncher added, "SafeGuard continues to strengthen the Company by focusing on our core business and divesting managed dental care operations not located within our three primary markets of California, Florida and Texas. We are fortunate to have identified a local buyer for our Utah Dental HMO. They have also agreed to serve new managed dental care members located in Utah that are part of groups we sell in our primary markets. SafeGuard will continue to market and administer dental PPO/indemnity and vision products in Utah. These transactions are yet another step in our steady progress toward focus and growth in our target markets."
SafeGuard provides dental benefit plans with HMO and PPO/indemnity plan designs, vision benefit plans, administrative services, and preferred provider organization services. With the completion of these transactions, the Company serves approximately 825,000 members, primarily in California, Florida and Texas.
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include the possibility that the Company may be unable to successfully integrate Paramount and SafeGuard's Florida operation, and those risk factors and other information that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 2002, and the Company's Current Report on Form 8-K dated as of April 24, 2002, on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292480
|
Safeguard Health
As referenced in this Safeguard Completes Merger of Paramount Dental Plan With Safeguard's Florida Dental HMO:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}10
{FILENAME}doc7.txt
{TEXT}
CONTACT: FOR SAFEGUARD HEALTH ENTERPRISES, INC. FOR PARAMOUNT DENTAL PLAN
James E. Buncher Nicholas M. Kavouklis D.M.D.
President and Chief Executive Officer Chairman and Chief _____________
SafeGuard
Health Enterprises, – WITH SAFEGUARD'S FLORIDA DENTAL HMO
-----------------------------------------------
TRANSACTION EXPECTED TO BE IMMEDIATELY ACCRETIVE TO EARNINGS
ALISO VIEJO, CALIFORNIA, and TAMPA, FLORIDA (SEPTEMBER 5, 2002) - SafeGuard
Health Enterprises, Inc. (OTC Bulletin Board: SFGD) and privately held Paramount
Dental Plan, Inc. today jointly announced the completion of the previously
announced acquisition _____________
dt 231098
| |
Full Doc
 | 2002 |
Safeguard Announces Major Acquisition To Expand Florida Presence
Safeguard Announces Major Acquisition To Expand Florida Presence (5K)
Doc #292489: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}4 {FILENAME}doc3.txt {TEXT}
CONTACT: FOR SAFEGUARD HEALTH ENTERPRISES, INC. FOR PARAMOUNT DENTAL PLAN, INC. James E. Buncher Nicholas M. Kavouklis D.M.D. President and Chairman and Chief Executive Officer Chief Executive Officer (949) 425-4300 (813) 221-4048 x223
SAFEGUARD ANNOUNCES MAJOR ACQUISITION TO EXPAND FLORIDA PRESENCE ------------------------------------------------ TRANSACTION EXPECTED TO BE ACCRETIVE TO EARNINGS
ALISO VIEJO, CALIFORNIA, and TAMPA, FLORIDA (APRIL 24, 2002) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) and privately held Paramount Dental Plan, Inc. (Paramount), today jointly announced the signing of a definitive agreement under which SafeGuard would purchase Paramount. Although specific terms were not disclosed, the purchase price will be paid in a combination of cash, SafeGuard stock and a convertible note. The transaction, which is expected to close in the third quarter subject to regulatory approval, is expected to be accretive to earnings in 2002.
Founded in 1995 by Nicholas M. Kavouklis D.M.D., Paramount currently has over 200,000 members primarily in the Tampa, St. Petersburg, and Orlando areas. Revenues for 2001 were over $6 million.
James E. Buncher, SafeGuard's president and chief executive officer, said, "The combination of SafeGuard and Paramount will substantially expand our presence in Tampa, St. Petersburg and Orlando, which are major growth areas in Florida, giving us the ability to compete more effectively on a broader scale. In addition to being accretive to earnings in 2002, we view this acquisition as a major event for SafeGuard because it confirms our confidence in the revamped, fiscally sound foundation that SafeGuard now has in place. First, we looked inward and strengthened our company, giving us the fiscal and organizational integrity to focus on external growth. We are now actively seeking complementary acquisitions that, like Paramount, represent quality additions that further strengthen our presence in existing markets."
Nicholas M. Kavouklis D.M.D., Paramount's president and chief executive officer, said, "We are very excited about this merger. SafeGuard possesses a great deal of industry knowledge, experience and technology that will complement our strengths. I have had extensive meetings with SafeGuard's senior management and found that our business philosophies are congruent.
{PAGE} I am looking forward to working with their management team to establish a significant presence in the Florida market." SafeGuard also announced that, simultaneous with the closing of the transaction, it would enter into a three-year employment agreement with Dr. Kavouklis and establish its SafeGuard Florida headquarters in Tampa, Florida, with Dr. Kavouklis serving as president and a director of SafeGuard - Florida. Dr. Kavouklis, who has extensive knowledge of the Florida market and high visibility in the dental community, will, in addition to the California and Texas market heads, report to Stephen J. Baker, SafeGuard's executive vice president and chief operating officer.
In commenting on his new position, Dr. Kavouklis added, "I am pleased to be joining the SafeGuard team. I am impressed with their vision, management team, resources and commitment to expanding their Florida business. Together, we will have a significant presence in the Florida market."
SafeGuard provides dental benefit plans with HMO and PPO/indemnity plan designs, vision benefit plans, administrative services, and preferred provider organization services. The Company serves approximately 625,000 members, primarily in California, Florida and Texas.
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include the possibility that the Company may not consummate the above-described transaction or may be unable to successfully integrate Paramount and SafeGuard's Florida operation, and those risk factors and other information that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292489
|
Safeguard Health
As referenced in this Safeguard Announces Major Acquisition To Expand Florida Presence:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}4
{FILENAME}doc3.txt
{TEXT}
CONTACT: FOR SAFEGUARD HEALTH ENTERPRISES, INC. FOR PARAMOUNT DENTAL PLAN, INC.
James E. Buncher Nicholas M. Kavouklis D.M.D.
President and Chairman and
Chief Executive Officer _____________
SafeGuard Health
Enterprises, – ANNOUNCES MAJOR ACQUISITION
TO EXPAND FLORIDA PRESENCE
------------------------------------------------
TRANSACTION EXPECTED TO BE ACCRETIVE TO EARNINGS
ALISO VIEJO, CALIFORNIA, and TAMPA, FLORIDA (APRIL 24, 2002) - SafeGuard Health
Enterprises, Inc. (OTC Bulletin Board: SFGD) and privately held Paramount Dental
Plan, Inc. (Paramount), today jointly announced the signing of a definitive
agreement _____________
dt 231106
| |
Full Doc
 | 2003 |
Safeguard Announces Third Quarter Results
Safeguard Announces Third Quarter Results (9K)
Doc #292433: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT}
EXHIBIT 99.1
SAFEGUARD 95 Enterprise, Suite 100 DENTAL & VISION Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES THIRD QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (NOVEMBER 6, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the third quarter and nine months ended September 30, 2003.
In commenting on the third quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "Our performance continues to improve, supported by an energized organization, effective integration of accretive acquisitions and continued fiscal discipline. Our Texas market is growing through its successful sales efforts, and, with the completion of the Health Net transaction, we have attained the necessary critical mass to better serve our California customers. We are executing our business plan and are excited about the challenges and potential the Health Net transaction holds."
Revenue for the three months ended September 30, 2003, was $23.0 million, compared with $20.7 million for the same period in 2002, an increase of 11.1%. The Company reported net income of $564,000, or $0.02 per share, for the quarter ended September 30, 2003, compared with net income of $104,000, or less than $0.01 per share, for the same period last year.
Revenue for the nine months ended September 30, 2003, was $68.1 million, compared with $61.6 million for the same period in 2002, an increase of 10.6%. Net income for the nine months ended September 30, 2003, was $1.6 million, or $0.04 per share, compared with net income of $312,000, or $0.01 per share, for the same period last year.
During the third quarter of 2003, the Company signed a contract with CaliforniaKids Healthcare Foundation to provide comprehensive primary healthcare services to children ages 2 through 18. Under the terms of the contract, which became effective November 1, 2003, SafeGuard provides dental services to 22,000 children located throughout California.
{PAGE} The Company recently announced completion of its previously announced purchase of the dental and vision benefits subsidiaries of Health Net, Inc. (NYSE:HNT). As a result of these transactions, SafeGuard has become one of the largest managed dental and vision benefits providers in California. SafeGuard now has more than 900,000 dental and vision members in California and more than 1.4 million members nationwide, with annual revenues exceeding $150 million. The Health Net Dental and Vision brand name will be retained by Health Net, Inc., which will continue to market dental products through its Health Net medical sales representatives. These private label dental products will be underwritten and administered by SafeGuard.
In closing, Mr. Buncher added, "The economy appears to be stabilizing, and we are well positioned to benefit from future growth in our client's workforces. Our company is growing - both in size and respect. We are becoming the 'first choice,' not the alternative. Our commitment to service, supported by our strong financial base, gives us confidence that we can continue to make progress through the remainder of the year and in 2004."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental HMO, PPO, indemnity and ASO products as well as vision benefit plans to approximately 1.4 million members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and the Company's Current Reports on Form 8-K, all on file with the U.S. Securities and Exchange Commission.
{PAGE} {TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ------------------ 2003 2002 2003 2002 -------- -------- -------- -------- {S} {C} {C} {C} {C}
Premium revenue, net $23,009 $20,682 $68,050 $61,544 Health care services expense 16,118 14,546 47,158 43,772 Selling, general and administrative expense 6,243 6,040 19,162 17,656 -------- -------- -------- -------- Operating income 648 96 1,730 116
Investment and other income 73 92 231 311 Interest expense (76) (84) (262) (115) -------- -------- -------- -------- Income before income taxes 645 104 1,699 312 Income tax expense 81 - 141 - -------- -------- -------- -------- Net income $ 564 $ 104 $ 1,558 $ 312 ======== ======== ======== ========
Net income per share: Basic $ 0.02 $ 0.00 $ 0.04 $ 0.01 Diluted 0.02 0.00 0.04 0.01
Weighted average shares outstanding: Basic 35,729 35,161 35,711 34,817 Diluted 36,421 35,526 36,272 35,374
RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income $ 648 $ 96 $ 1,730 $ 116 Depreciation and amortization of property and equipment and intangible assets 464 298 1,343 908 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 1,112 $ 394 $ 3,073 $ 1,024 ======== ======== ======== ======== {/TABLE}
{PAGE}
292433
|
Safeguard Health
As referenced in this Safeguard Announces Third Quarter Results:
SafeGuard Health Enterprises, – L. GATES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES THIRD QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (NOVEMBER 6, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced results for the third quarter and
nine months ended September 30, 2003.
In commenting on _____________
SafeGuard Health Enterprises, – our
strong financial base, gives us confidence that we can continue to make progress
through the remainder of the year and in 2004."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company provides dental HMO,
PPO, indemnity and _____________
SAFEGUARD HEALTH ENTERPRISES, – the
Company's Current Reports on Form 8-K, all on file with the U.S. Securities and
Exchange Commission.
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER _____________
SAFEGUARD HEALTH ENTERPRISES, – 298 1,343 908
-------- -------- -------- --------
Earnings before interest, taxes, depreciation
and amortization (EBITDA) $ 1,112 $ 394 $ 3,073 $ 1,024
======== ======== ======== ========
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
SEPT. 30, DEC. 31,
2003 2002
---------- ---------
{S} {C} {C}
Cash and short- _____________
dt 231054
;
|
Health Net
As referenced in this Safeguard Announces Third Quarter Results:
Health Net, Inc – children located throughout California.
{PAGE}
The Company recently announced completion of its previously announced purchase
of the dental and vision benefits subsidiaries of Health Net, Inc . (NYSE:HNT).
As a result of these transactions, SafeGuard has become one of the largest
managed dental and vision benefits providers in _____________
Health Net, Inc – 1.4
million members nationwide, with annual revenues exceeding $150 million. The
Health Net Dental and Vision brand name will be retained by Health Net, Inc .,
which will continue to market dental products through its Health Net medical
sales representatives. These private label dental products will be underwritten
_____________
dt 230847
|
Full Doc
 | 2003 |
Safeguard Health Enterprises Completes Acquisition Of Health Net Dental and Vision
Safeguard Health Enterprises Completes Acquisition Of Health Net Dental and Vision (3K)
Doc #292440: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}9 {FILENAME}doc8.txt {TEXT} 95 Enterprise, Suite 100 [GRAPHIC OMITTED] Aliso Viejo, California 92656-2605 SAFEGUARD 949.425.4300 DENTAL & VISION
CONTACT: James E. Buncher President and Chief Executive Officer (949) 425-4300
SAFEGUARD HEALTH ENTERPRISES COMPLETES ACQUISITION OF HEALTH NET DENTAL AND VISION
ALISO VIEJO, CALIFORNIA (NOVEMBER 3, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced that it has completed its previously announced purchase of the dental and vision benefits subsidiaries of Health Net, Inc. (NYSE:HNT). Specific terms of the transactions were not disclosed.
The Health Net Dental and Vision brand name will be retained by Health Net, Inc., which will continue to market dental products through its Health Net medical sales representatives. These private label dental products will be underwritten and administered by SafeGuard.
As a result of these transactions, SafeGuard has become one of the largest managed dental and vision benefits providers in California. SafeGuard now has more than 900,000 dental and vision members in California and more than 1.4 million members nationwide, with annual revenues exceeding $150 million.
James E. Buncher, president and chief executive officer of SafeGuard Health Enterprises, Inc., said, "We are pleased to have completed these transactions and are excited about our continuing relationship with Health Net. In addition to a larger membership base and a greater number of providers, we also now have an established vision network in California and the capability to directly administer vision benefit products. Existing contracts and benefit plans acquired from Health Net Dental and Vision will remain unchanged, but we expect SafeGuard and Health Net members, employer groups, brokers and providers to all eventually share in the benefits resulting from these transactions."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental HMO, PPO, indemnity and ASO products as well as vision benefit plans to approximately 1.4 million members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and the Company's Current Reports on Form 8-K, all on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292440
|
Safeguard Health
As referenced in this Safeguard Health Enterprises Completes Acquisition Of Health Net Dental and Vision:
SAFEGUARD HEALTH ENTERPRISES – Aliso Viejo, California 92656-2605
SAFEGUARD 949.425.4300
DENTAL & VISION
CONTACT: James E. Buncher
President and Chief Executive Officer
(949) 425-4300
SAFEGUARD HEALTH ENTERPRISES COMPLETES ACQUISITION
OF HEALTH NET DENTAL AND VISION
ALISO VIEJO, CALIFORNIA (NOVEMBER 3, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today _____________
SafeGuard Health Enterprises, – Chief Executive Officer
(949) 425-4300
SAFEGUARD HEALTH ENTERPRISES COMPLETES ACQUISITION
OF HEALTH NET DENTAL AND VISION
ALISO VIEJO, CALIFORNIA (NOVEMBER 3, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced that it has completed its previously
announced purchase of the dental and vision benefits subsidiaries _____________
SafeGuard Health
Enterprises, – and more than 1.4
million members nationwide, with annual revenues exceeding $150 million.
James E. Buncher, president and chief executive officer of SafeGuard Health
Enterprises, Inc., said, "We are pleased to have completed these transactions
and are excited about our continuing relationship with Health Net. In addition
_____________
SafeGuard Health Enterprises, – we expect
SafeGuard and Health Net members, employer groups, brokers and providers to all
eventually share in the benefits resulting from these transactions."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company provides dental HMO,
PPO, indemnity and _____________
dt 231059
;
|
Health Net
As referenced in this Safeguard Health Enterprises Completes Acquisition Of Health Net Dental and Vision:
Health Net,
Inc – Inc.
(OTC Bulletin Board: SFGD) today announced that it has completed its previously
announced purchase of the dental and vision benefits subsidiaries of Health Net,
Inc . (NYSE:HNT). Specific terms of the transactions were not disclosed.
The Health Net Dental and Vision brand name will be retained by _____________
Health Net,
Inc – Inc. (NYSE:HNT). Specific terms of the transactions were not disclosed.
The Health Net Dental and Vision brand name will be retained by Health Net,
Inc ., which will continue to market dental products through its Health Net
medical sales representatives. These private label dental products will be
underwritten _____________
dt 230851
|
Full Doc
 | 2003 |
Safeguard Announces Second Quarter Results
Safeguard Announces Second Quarter Results (8K)
Doc #292444: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}doc2.txt {DESCRIPTION}PRESS RELEASE {TEXT} EXHIBIT 99.1
[GRAPHIC OMITED] 95 Enterprise, Suite 100 Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES SECOND QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (AUGUST 12, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the second quarter and six months ended June 30, 2003.
In commenting on the second quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased with our results for the second quarter and with the positive trends established in the first half of the year. EBITDA for the second quarter increased to $1.1 million, compared with $38,000 for the second quarter of last year. Strong fiscal discipline and the performance of our two acquisitions are contributing to our improved results."
Revenue for the three months ended June 30, 2003, was $23.1 million, compared with $20.2 million for the same period in 2002, an increase of 15%. The Company reported net income of $550,000, or $0.02 per share, for the quarter ended June 30, 2003, compared with a net loss of $200,000, or $0.01 per share, for the same period last year.
Revenue for the six months ended June 30, 2003, was $45.0 million, compared with $40.9 million for the same period in 2002, an increase of 10%. Net income for the six months ended June 30, 2002, was $1.0 million, or $0.03 per share, compared with net income of $208,000, or $0.01 per share, for the same period last year.
In closing, Mr. Buncher added, "The Company is well positioned in its markets. Recent transactions, including the Paramount and Ameritas acquisitions, as well as the pending acquisition of HealthNet's dental and vision subsidiaries, give the Company new products and additional avenues to sell existing products. The integration of the two completed acquisitions is essentially finished, giving the Company increased enrollment and annual revenues. In addition, the Company is benefiting from its recent strategic marketing agreements, including agreements with HumanaDental for the distribution of SafeGuard's dental HMO products to HumanaDental's employer groups in Texas and Florida. In short, we are fulfilling our goal of becoming a stronger competitor in the managed dental and vision businesses by focusing and concentrating our resources on a manageable number of high potential markets."
{PAGE} SFGD Announces Second Quarter Results Page 2 August 12, 2003
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental HMO, PPO, indemnity and ASO products as well as vision benefit plans to approximately 825,000 members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in SafeGuard's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and the Company's Current Reports on Form 8-K, on file with the U.S. Securities and Exchange Commission.
{PAGE} {TABLE} {CAPTION} SFGD Announces Second Quarter Results Page 3 August 12, 2003
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 2003 2002 2003 2002 -------- -------- -------- -------- {S} {C} {C} {C} {C} Premium revenue, net $23,129 $20,174 $45,041 $40,862 Health care services expense 15,947 14,676 31,040 29,226 Selling, general and administrative expense 6,565 5,777 12,919 11,616 -------- -------- -------- -------- Operating income (loss) 617 (279) 1,082 20
Investment and other income 79 103 158 219 Interest expense (86) (24) (186) (31) -------- -------- -------- -------- Income (loss) before income taxes 610 (200) 1,054 208 Income tax expense 60 -- 60 -- -------- -------- -------- -------- Net income (loss) $ 550 $ (200) $ 994 $ 208 ======== ======== ======== ========
Net income (loss) per share: Basic $ 0.02 $ (0.01) $ 0.03 $ 0.01 Diluted 0.02 (0.01) 0.03 0.01
Weighted average shares outstanding: Basic 35,711 34,857 35,702 34,835 Diluted 36,366 34,857 36,191 35,481
RECONCILIATION OF OPERATING INCOME TO EBITDA:
Operating income (loss) $ 617 $ (279) $ 1,082 $ 20 Depreciation and amortization of property and equipment and intangible assets 459 317 879 610 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 1,076 $ 38 $ 1,961 $ 630 ======== ======== ======== ======== {/TABLE}
{PAGE} {TABLE} {CAPTION} SFGD Announces Second Quarter Results Page 4
292444
|
Safeguard Health
As referenced in this Safeguard Announces Second Quarter Results:
SafeGuard Health Enterprises, – L. GATES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES SECOND QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (AUGUST 12, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced results for the second quarter and
six months ended June 30, 2003.
In commenting on _____________
SafeGuard Health Enterprises, – and concentrating our resources on a
manageable number of high potential markets."
{PAGE}
SFGD Announces Second Quarter Results
Page 2
August 12, 2003
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company provides dental HMO,
PPO, indemnity and _____________
SAFEGUARD HEALTH ENTERPRISES, – on file with the U.S. Securities and Exchange Commission.
{PAGE}
{TABLE}
{CAPTION}
SFGD Announces Second Quarter Results
Page 3
August 12, 2003
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE _____________
SAFEGUARD HEALTH ENTERPRISES, – and amortization (EBITDA) $ 1,076 $ 38 $ 1,961 $ 630
======== ======== ======== ========
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
SFGD Announces Second Quarter Results
Page 4
August 12, 2003
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
JUNE 30, DEC. 31,
2003 2002
--------- ---------
{S} {C} {C}
Cash and short- _____________
dt 231063
| |
Full Doc
 | 2003 |
Safeguard Health Enterprises Signs Definitive Agreement To Purchase Health Net, Inc. Vision Subsidiary
Safeguard Health Enterprises Signs Definitive Agreement To Purchase Health Net, Inc. Vision Subsidiary (4K)
Doc #292451: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}doc6.txt {TEXT} EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF JULY 1, 2003 -------------------------------------------------------------------
[GRAPHIC OMITTED] SafeGuard 95 Enterprise, Suite 100 Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: James E. Buncher President and Chief Executive Officer (949) 425-4300
SAFEGUARD HEALTH ENTERPRISES SIGNS DEFINITIVE AGREEMENT TO PURCHASE HEALTH NET, INC. VISION SUBSIDIARY
ALISO VIEJO, CALIFORNIA (JULY 2, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced the signing of a definitive agreement for the previously announced purchase of the commercial vision business from Health Net, Inc. (NYSE:HNT). Specific terms of the transactions were not disclosed. Closing is expected in the fourth quarter of 2003 subject to regulatory approval.
SafeGuard's recently contracted purchase of the dental business of Health Net is also expected to close in the fourth quarter of 2003 subject to regulatory approval. The Health Net Dental and Vision brand will be retained by Health Net, Inc., which will continue to market dental products through the Health Net medical sales representatives. These private label dental products will be underwritten and administered by SafeGuard.
As a result of these transactions, SafeGuard will become one of the largest managed dental and vision carriers in California, with more than 900,000 California members, more than 1.4 million members nationwide, and annual revenues exceeding $150 million.
James E. Buncher, president and chief executive officer of SafeGuard Health Enterprises, Inc., said, "We are pleased to have executed the definitive agreements for the purchase of the commercial vision business from Health Net. Upon completion of this transaction, SafeGuard will obtain a vision network in California and the ability to directly administer vision benefit products. Combining the network and administrative capability with our experience in selling vision products positions us to significantly grow our vision business.
"We expect this transaction to be virtually seamless to existing SafeGuard and Health Net members, employer groups, brokers and providers. Existing contracts and benefit plans administered through Health Net Dental and Vision or SafeGuard will remain unchanged. What we do expect to be apparent is an even broader range of products with a continuing commitment to quality and service." ABOUT SAFEGUARD HEALTH ENTERPRISES, INC.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company serves dental HMO, PPO and indemnity, and ASO members in California, Florida and Texas and is licensed to offer dental PPO and indemnity benefits in 17 additional states. SafeGuard currently has more than 825,000 members. For more information, visit SafeGuard's Web site at www.safeguard.net. -----------------
{PAGE} ABOUT HEALTH NET DENTAL AND VISION
Health Net Dental and Vision offers dental HMO, dental Preferred Provider Organization (PPO) and indemnity dental and vision benefit plans for groups and individuals. PPO and Indemnity products sold and administered by Health Net Dental and Vision are underwritten by affiliate Health Net Life Insurance Company. These companies are subsidiaries of Health Net, Inc., one of the nation's largest publicly traded managed health care companies. For more information, please visit the Health Net Dental and Vision web site at www.dv.healthnet.com or Health Net, Inc. at www.health.net. ----------- --------------
SafeGuard and Health Net note that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's and/or Health Net's control, include those risk factors that are set forth in each Company's Annual Report on Form 10-K for the year ended December 31, 2002, and each Company's current reports on Forms 8K and 10-Q, all on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292451
|
Safeguard Health
As referenced in this Safeguard Health Enterprises Signs Definitive Agreement To Purchase Health Net, Inc. Vision Subsidiary:
SAFEGUARD HEALTH ENTERPRISES – Enterprise, Suite 100
Aliso Viejo, California 92656-2605
949.425.4300
CONTACT: James E. Buncher
President and Chief Executive Officer
(949) 425-4300
SAFEGUARD HEALTH ENTERPRISES SIGNS DEFINITIVE AGREEMENT
TO PURCHASE HEALTH NET, INC. VISION SUBSIDIARY
ALISO VIEJO, CALIFORNIA (JULY 2, 2003) - SafeGuard Health Enterprises, Inc. (OTC
Bulletin Board: _____________
SafeGuard Health Enterprises, – Officer
(949) 425-4300
SAFEGUARD HEALTH ENTERPRISES SIGNS DEFINITIVE AGREEMENT
TO PURCHASE HEALTH NET, INC. VISION SUBSIDIARY
ALISO VIEJO, CALIFORNIA (JULY 2, 2003) - SafeGuard Health Enterprises, Inc. (OTC
Bulletin Board: SFGD) today announced the signing of a definitive agreement for
the previously announced purchase of the commercial vision _____________
SafeGuard Health
Enterprises, – members, more than 1.4 million members nationwide, and annual
revenues exceeding $150 million.
James E. Buncher, president and chief executive officer of SafeGuard Health
Enterprises, Inc., said, "We are pleased to have executed the definitive
agreements for the purchase of the commercial vision business from Health Net.
_____________
SAFEGUARD HEALTH ENTERPRISES, – What we do expect to be apparent is an even broader
range of products with a continuing commitment to quality and service."
ABOUT SAFEGUARD HEALTH ENTERPRISES, INC.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company serves dental _____________
SafeGuard Health Enterprises, – to be apparent is an even broader
range of products with a continuing commitment to quality and service."
ABOUT SAFEGUARD HEALTH ENTERPRISES, INC.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company serves dental HMO, PPO
and indemnity, _____________
dt 231070
;
|
Health Net
As referenced in this Safeguard Health Enterprises Signs Definitive Agreement To Purchase Health Net, Inc. Vision Subsidiary:
HEALTH NET, INC – 949.425.4300
CONTACT: James E. Buncher
President and Chief Executive Officer
(949) 425-4300
SAFEGUARD HEALTH ENTERPRISES SIGNS DEFINITIVE AGREEMENT
TO PURCHASE HEALTH NET, INC . VISION SUBSIDIARY
ALISO VIEJO, CALIFORNIA (JULY 2, 2003) - SafeGuard Health Enterprises, Inc. (OTC
Bulletin Board: SFGD) today announced the signing of a _____________
Health
Net, Inc – OTC
Bulletin Board: SFGD) today announced the signing of a definitive agreement for
the previously announced purchase of the commercial vision business from Health
Net, Inc . (NYSE:HNT). Specific terms of the transactions were not disclosed.
Closing is expected in the fourth quarter of 2003 subject to regulatory
_____________
Health
Net, Inc – to close in the fourth quarter of 2003 subject to regulatory
approval. The Health Net Dental and Vision brand will be retained by Health
Net, Inc ., which will continue to market dental products through the Health Net
medical sales representatives. These private label dental products will be
underwritten _____________
Health Net, Inc – sold and administered by Health Net
Dental and Vision are underwritten by affiliate Health Net Life Insurance
Company. These companies are subsidiaries of Health Net, Inc ., one of the
nation's largest publicly traded managed health care companies. For more
information, please visit the Health Net Dental and _____________
Health Net, Inc – managed health care companies. For more
information, please visit the Health Net Dental and Vision web site at
www.dv.healthnet.com or Health Net, Inc . at www.health.net.
----------- --------------
SafeGuard and Health Net note that statements contained in this news release
that are not based on historical _____________
dt 230856
|
Full Doc
 | 2003 |
Safeguard Announces First Quarter Results
Safeguard Announces First Quarter Results (9K)
Doc #292454: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} EXHIBIT 99.1
[GRAPHIC OMITTED] 95 Enterprise, Suite 100 SafeGuard Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES FIRST QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (MAY 1, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the first quarter ended March 31, 2003.
In commenting on the first quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "The momentum established in the latter part of 2002 has carried forward into the first quarter of 2003, resulting in another profitable quarter with EBITDA increasing to $885,000 compared with $592,000 for the same period in 2002."
Revenue for the three months ended March 31, 2003, was $21.9 million, compared with $20.7 million for the same period in 2002. The Company reported net income of $444,000, or $0.01 per diluted share, for the quarter ended March 31, 2003, compared with net income of $408,000, or $0.01 per diluted share, for the same period last year.
Mr. Buncher added, "The closing of the Ameritas dental HMO acquisition at the end of the first quarter will enhance our Southern California business. In addition, the completion of the announced acquisition of Health Net Dental and Vision as well as the activation of the strategic partnership with Health Net, Inc., which is expected by the fourth quarter of 2003, will move the company to a new level.
"The strategic partnership with Health Net anticipates SafeGuard will underwrite and administer custom private label dental HMO products for Health Net, which will be sold by the Health Net medical sales force in conjunction with medical coverage in California. Additionally, Health Net will sell private label dental PPO products in conjunction with medical coverage in California and other states also underwritten and administered by SafeGuard. The Ameritas transaction provides for the sale of SafeGuard dental HMO products in conjunction with the Ameritas PPO/Indemnity dental products in order to provide a dual choice option to Ameritas' California customers. These relationships offer exciting new opportunities for distribution of SafeGuard's products."
In closing, Mr. Buncher added, "We are pleased with the progress we made during the first quarter of 2003. Upon completion of the Health Net transaction, SafeGuard will be an even stronger competitor in its key markets with more than 900,000 members in California, approximately 1.4 million members nationwide, and annual revenue of approximately $150 million. We are already planning the
-MORE-
{PAGE} SFGD Announces First Quarter Results Page 2 May 1, 2003
SafeGuard/Health Net Dental and Vision integration. Because the SafeGuard and Health Net Dental and Vision offices are located very close to each other, we have the unique opportunity to select the most qualified individual for each position in the combined company. As a result, we will have an even stronger organization to pursue future opportunities. We continue to seek strategic acquisitions and additional relationships that provide new avenues for sales of our products."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision benefits business, with nearly 30 years of experience. The Company provides dental and vision benefit plans and related products to over 825,000 members primarily in California, Florida and Texas and is licensed to offer dental PPO and indemnity benefit plans in 17 additional states. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, and the Company's Reports on Form 8-K dated February 14, 2003, April 3, 2003 and April 25, 2003, on file with the U.S. Securities and Exchange Commission.
-MORE-
{PAGE} SFGD Announces First Quarter Results Page 3 May 1, 2003
{TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------ 2003 2002 ---------- ------------ {S} {C} {C} Premium revenue, net $ 21,912 $ 20,688 Health care services expense 15,093 14,550 Selling, general and administrative expense 6,354 5,839 ---------- ------------ Operating income 465 299
Investment and other income 79 116 Interest expense (100) (7) ---------- ------------ Income before income taxes 444 408 Income tax expense -- -- ---------- ------------ Net income $ 444 $ 408 ========== ============
Net income per share: Basic $ 0.01 $ 0.01 Diluted $ 0.01 $ 0.01
292454
|
Safeguard Health
As referenced in this Safeguard Announces First Quarter Results:
SafeGuard Health Enterprises, – L. GATES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES FIRST QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (MAY 1, 2003) - SafeGuard Health Enterprises, Inc. (OTC
Bulletin Board: SFGD) today announced results for the first quarter ended March
31, 2003.
In commenting on the first quarter _____________
SafeGuard Health Enterprises, – organization to pursue future opportunities. We continue to seek strategic
acquisitions and additional relationships that provide new avenues for sales of
our products."
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
benefits business, with nearly 30 years of experience. The Company provides
dental and vision _____________
SAFEGUARD HEALTH ENTERPRISES, – file with the U.S. Securities and Exchange Commission.
-MORE-
{PAGE}
SFGD Announces First Quarter Results
Page 3
May 1, 2003
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
2003 2002
---------- ------------
{ _____________
SAFEGUARD HEALTH ENTERPRISES, – interest, taxes, depreciation and amortization (EBITDA) $ 885 $ 592
========== ============
{/TABLE}
-MORE-
{PAGE}
SFGD Announces First Quarter Results
Page 4
May 1, 2003
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DEC. 31,
2003 2002
---------- ---------
{S} {C} {C}
Cash and short- _____________
dt 231073
;
|
Health Net
As referenced in this Safeguard Announces First Quarter Results:
Health Net,
Inc – addition, the completion of the announced acquisition of Health Net Dental and
Vision as well as the activation of the strategic partnership with Health Net,
Inc ., which is expected by the fourth quarter of 2003, will move the company to
a new level.
"The strategic partnership with Health _____________
dt 230859
|
Full Doc
 | 2003 |
Safeguard Health Enterprises, Inc. and Health Net, Inc. Announce Strategic Relationship
Safeguard Health Enterprises, Inc. and Health Net, Inc. Announce Strategic Relationship (6K)
Doc #292459: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}7 {FILENAME}doc6.txt {TEXT} EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 7, 2003 --------------------------------------------------------------------
PRESS RELEASE
Contacts:
For SafeGuard Health Enterprises, Inc. For Health Net, Inc.: James E. Buncher Lisa Haines President and Chief Executive Officer VP, Corporate Communications (949) 425-4300 (818) 676-7912
SAFEGUARD HEALTH ENTERPRISES, INC. AND HEALTH NET, INC. ANNOUNCE STRATEGIC RELATIONSHIP
INCLUDES SALE OF HEALTH NET DENTAL AND VISION TO SAFEGUARD
ORANGE COUNTY, CALIFORNIA (APRIL 7, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) and Health Net, Inc. (NYSE: HNT) today jointly announced a strategic relationship focused on the expansion of market share, and the delivery of competitive dental benefit products that will be sold in conjunction with Health Net medical plans.
This relationship includes the sale of the Health Net Dental subsidiary to SafeGuard. In addition, SafeGuard and Health Net have entered into a Letter of Intent, under which SafeGuard will acquire Health Net's vision subsidiary and its California commercial membership. Specific terms of the transactions were not disclosed. Closing is expected in the fourth quarter of 2003 subject to regulatory approval.
The Health Net Dental and Vision brand will be retained by Health Net, Inc., which will continue to market dental products sold by Health Net medical sales representatives. These dental products will be underwritten and administered by SafeGuard.
As a result of these transactions, SafeGuard will become one of the largest managed dental and vision carriers in California, with more than 900,000 California members and more than 1.4 million members nationwide, and annual revenues exceeding $150 million.
"We are excited about the strategic dental relationship with Health Net and the ability to continue building on its quality brand," said James E. Buncher, president and chief executive officer of SafeGuard Health Enterprises, Inc. "The power of our combined networks, market share and administrative capabilities will allow us to better meet the needs of our combined customers. The fact that Health Net has chosen SafeGuard for this relationship is a clear indication that our emphasis on service, financial stability and innovation has paid off. The acquisition of Health Net's vision subsidiary brings SafeGuard the capability to administer vision benefit products. For many years, SafeGuard has sold vision products in California through its insurance
-1- {PAGE} subsidiary that were administered by a third party. Combining this administrative capability with our experience in selling vision products positions us to significantly grow our vision business."
"Health Net's customer focus underlies our goal of offering innovative dental solutions and the best value in quality specialty health care services," said Dave W. Anderson, president of Health Net Dental and Vision. "This strategic relationship accomplishes both. SafeGuard complements Health Net's growth strategy, and we feel they are well positioned to make this transition seamless to our employer groups, brokers, providers and members. We have been very impressed with SafeGuard's operations and service delivery, which are vital to ensuring that Health Net members will continue to receive the high level of service they have come to expect. The integration of the two companies' provider networks and synergies of their organizations should result in improved customer service and expanded access to care."
SafeGuard and Health Net management expect these transitions to be seamless to all existing and future members, employer groups, brokers and providers. Existing contracts and benefit plans administered through Health Net Dental and Vision or SafeGuard will remain unchanged. As the process moves forward, the companies will notify their customers of upcoming administrative changes well in advance. Employers or brokers with questions should contact their respective SafeGuard or Health Net Dental and Vision representatives. Members should call their respective customer service centers.
ABOUT SAFEGUARD HEALTH ENTERPRISES, INC.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company serves dental HMO, PPO and indemnity, and ASO members in California, Florida and Texas and is licensed to offer dental PPO and indemnity benefits in 17 additional states. SafeGuard currently has more than 825,000 members. For more information, visit SafeGuard's Web site at www.safeguard.net. -----------------
ABOUT HEALTH NET DENTAL AND VISION
Health Net Dental and Vision offers dental HMO, dental Preferred Provider Organization (PPO) and indemnity dental and vision benefit plans for groups and individuals. PPO and Indemnity products sold and administered by Health Net Dental and Vision are underwritten by affiliate Health Net Life Insurance Company. These companies are subsidiaries of Health Net, Inc., one of the nation's largest publicly traded managed health care companies. For more information, please visit the Health Net Dental and Vision web site at www.dv.healthnet.com or Health Net, Inc. at www.health.net. -------------------- --------------
SafeGuard and Health Net note that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's and/or Health Net's control, include those risk factors that are set forth in the SafeGuard's and Health Net's Annual Report on Form 10-K for the year ended December 31, 2002, on file with the U.S. Securities and Exchange Commission.
-2- {PAGE}
{/TEXT} {/DOCUMENT}
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Safeguard Health
As referenced in this Safeguard Health Enterprises, Inc. and Health Net, Inc. Announce Strategic Relationship:
SafeGuard Health Enterprises, – doc6.txt
{TEXT}
EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 7, 2003
--------------------------------------------------------------------
PRESS RELEASE
Contacts:
For SafeGuard Health Enterprises, Inc. For Health Net, Inc.:
James E. Buncher Lisa Haines
President and Chief Executive Officer VP, Corporate Communications
(949) 425-4300 (818) _____________
SAFEGUARD HEALTH ENTERPRISES, – For Health Net, Inc.:
James E. Buncher Lisa Haines
President and Chief Executive Officer VP, Corporate Communications
(949) 425-4300 (818) 676-7912
SAFEGUARD HEALTH ENTERPRISES, INC. AND HEALTH NET, INC.
ANNOUNCE STRATEGIC RELATIONSHIP
INCLUDES SALE OF HEALTH NET DENTAL AND VISION TO SAFEGUARD
ORANGE COUNTY, CALIFORNIA (APRIL _____________
SafeGuard Health Enterprises, – AND HEALTH NET, INC.
ANNOUNCE STRATEGIC RELATIONSHIP
INCLUDES SALE OF HEALTH NET DENTAL AND VISION TO SAFEGUARD
ORANGE COUNTY, CALIFORNIA (APRIL 7, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) and Health Net, Inc. (NYSE: HNT) today jointly
announced a strategic relationship focused on the expansion of _____________
SafeGuard Health Enterprises, – with Health Net and the
ability to continue building on its quality brand," said James E. Buncher,
president and chief executive officer of SafeGuard Health Enterprises, Inc.
"The power of our combined networks, market share and administrative
capabilities will allow us to better meet the needs of our _____________
SAFEGUARD HEALTH ENTERPRISES, – with questions should contact their respective
SafeGuard or Health Net Dental and Vision representatives. Members should call
their respective customer service centers.
ABOUT SAFEGUARD HEALTH ENTERPRISES, INC.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company serves dental _____________
dt 231078
;
|
Health Net
As referenced in this Safeguard Health Enterprises, Inc. and Health Net, Inc. Announce Strategic Relationship:
Health Net, Inc – 1 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 7, 2003
--------------------------------------------------------------------
PRESS RELEASE
Contacts:
For SafeGuard Health Enterprises, Inc. For Health Net, Inc .:
James E. Buncher Lisa Haines
President and Chief Executive Officer VP, Corporate Communications
(949) 425-4300 (818) 676-7912
SAFEGUARD HEALTH ENTERPRISES, _____________
HEALTH NET, INC – E. Buncher Lisa Haines
President and Chief Executive Officer VP, Corporate Communications
(949) 425-4300 (818) 676-7912
SAFEGUARD HEALTH ENTERPRISES, INC. AND HEALTH NET, INC .
ANNOUNCE STRATEGIC RELATIONSHIP
INCLUDES SALE OF HEALTH NET DENTAL AND VISION TO SAFEGUARD
ORANGE COUNTY, CALIFORNIA (APRIL 7, 2003) - SafeGuard Health Enterprises, _____________
Health Net, Inc – OF HEALTH NET DENTAL AND VISION TO SAFEGUARD
ORANGE COUNTY, CALIFORNIA (APRIL 7, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) and Health Net, Inc . (NYSE: HNT) today jointly
announced a strategic relationship focused on the expansion of market share, and
the delivery of competitive dental benefit _____________
Health Net, Inc – is expected in the fourth quarter of 2003 subject to
regulatory approval.
The Health Net Dental and Vision brand will be retained by Health Net, Inc .,
which will continue to market dental products sold by Health Net medical sales
representatives. These dental products will be underwritten and administered _____________
Health Net, Inc – sold and administered by Health Net
Dental and Vision are underwritten by affiliate Health Net Life Insurance
Company. These companies are subsidiaries of Health Net, Inc ., one of the
nation's largest publicly traded managed health care companies. For more
information, please visit the Health Net Dental and _____________
dt 253950
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Full Doc
 | 2003 |
Safeguard Receives Approval to Complete Its Purchase Of Ameritas Dental HMO
Safeguard Receives Approval to Complete Its Purchase Of Ameritas Dental HMO (3K)
Doc #292460: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 4, 2003 --------------------------------------------------------------------
SAFEGUARD HEALTH ENTERPRISES, INC. 95 Enterprise, Suite 100 Aliso Viejo, California 92656-2605 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD RECEIVES APPROVAL TO COMPLETE ITS PURCHASE
OF AMERITAS DENTAL HMO
ALISO VIEJO, CALIFORNIA (MARCH 31, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced that it has received regulatory approval to complete its purchase of the Southern California-based dental health maintenance organization (Dental HMO) subsidiary of Ameritas Life Insurance Corp. (Ameritas). The transaction is expected to close immediately and to be accretive to 2003 earnings.
Commenting on the transaction, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased that the Department of Managed Health Care in California has approved this transaction, the final contingency to closing. We welcome the Ameritas Dental HMO members and providers to the SafeGuard family. The integration of Ameritas Dental HMO members should be seamless and with no interruption in service because we have been diligently working on this integration during the period of time that we were awaiting regulatory approval. We believe this transaction will be an excellent opportunity for both SafeGuard and the Ameritas Dental HMO membership, and we look forward to serving them."
Ameritas Group, a division of Ameritas Life Insurance Corp. (an Ameritas Acacia Company), offers group dental and eye care products nationwide and dental business expertise to other insurers. Ameritas currently provides dental coverage for more than 2.7 million people, with annualized in-force dental premiums/premium equivalent of over $530 million.
SafeGuard provides Dental HMO and PPO/indemnity benefit plans, vision benefit plans, TPA services and preferred provider network rental. The Company serves over 800,000 members, primarily in California, Florida and Texas.
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include the risk that the Company will be unable to satisfactorily integrate this acquisition into its operations, and those other risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
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Safeguard Health
As referenced in this Safeguard Receives Approval to Complete Its Purchase Of Ameritas Dental HMO:
SAFEGUARD HEALTH ENTERPRISES, – 1
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF APRIL 4, 2003
--------------------------------------------------------------------
SAFEGUARD HEALTH ENTERPRISES, INC. 95 Enterprise, Suite 100
Aliso Viejo, California 92656-2605
949.425.4300
CONTACT: DENNIS L. GATES
SENIOR VICE PRESIDENT AND CHIEF _____________
SafeGuard Health Enterprises, – CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD RECEIVES APPROVAL TO COMPLETE ITS PURCHASE
OF AMERITAS DENTAL HMO
ALISO VIEJO, CALIFORNIA (MARCH 31, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced that it has received regulatory
approval to complete its purchase of the Southern California-based _____________
dt 231079
| |
Full Doc
 | 2003 |
Safeguard to Purchase California Dental HMO Increases Southern California Membership
Safeguard to Purchase California Dental HMO Increases Southern California Membership (4K)
Doc #292464: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}4 {FILENAME}doc3.txt {TEXT} EXHIBIT 99.1 TO CURRENT REPORT ON FORM 8-K DATED AS OF JANUARY 15, 2003
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD TO PURCHASE CALIFORNIA DENTAL HMO INCREASES SOUTHERN CALIFORNIA MEMBERSHIP
ALISO VIEJO, CALIFORNIA (JANUARY 17, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced that it has signed a definitive agreement to purchase the Southern California-based dental health maintenance organization (Dental HMO) subsidiary of Ameritas Life Insurance Corp. (Ameritas). The transaction is subject to regulatory approval and is expected to close in the second quarter of 2003. SafeGuard expects the acquisition to be accretive to 2003 earnings. Terms of the transaction were not disclosed.
James E. Buncher, SafeGuard's president and chief executive officer, commented, "Our purchase of the Dental HMO business from Ameritas represents an excellent fit for SafeGuard. Through the transaction, we add membership in a market where SafeGuard already has a strong presence. In addition, because Ameritas has built a solid Dental HMO network in the area, and SafeGuard also has a broad Southern California Dental HMO network and its National Service Center located in Aliso Viejo, California, we are able to integrate the business quickly and with minimal investment. In connection with the transaction, we will add some knowledgeable personnel to our already outstanding team of professionals in Aliso Viejo."
Mr. Buncher added, "In addition to the immediate benefits gained through this transaction, SafeGuard and Ameritas have agreed to establish a marketing relationship that enables Ameritas to offer SafeGuard's Dental HMO products in conjunction with their Dental PPO/indemnity products for Ameritas dual option opportunities. We see this arrangement as a win/win for both SafeGuard and Ameritas."
Ken Van Cleave, Ameritas' Group Division senior vice president, stated, "The decision to sell our Dental HMO subsidiary will allow us to focus more resources on our core competencies and strengths, which include PPO/indemnity and voluntary dental products and services. At Ameritas, we believe this strategy will secure our position as one of the top dental carriers in the U.S."
-MORE-
{PAGE} SFGD TO ACQUIRE CALIFORNIA DENTAL HMO PAGE 2 JANUARY 17, 2003
Ameritas Group, a division of Ameritas Life Insurance Corp. (an Ameritas Acacia Company), offers group dental and eye care products nationwide and dental business expertise to other insurers. Ameritas currently provides dental coverage for more than 2.7 million people, with annualized in-force dental premiums/premium equivalent of over $530 million. In New York, insurance products are offered through First Ameritas Life Insurance Corp. of New York. SafeGuard provides dental HMO and PPO/indemnity benefit plans, vision benefit plans, TPA services and preferred provider network rental. The Company serves approximately 825,000 members, primarily in California, Florida and Texas.
The Company notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond the control of the Company, include the risk that the Company will be unable to satisfactorily integrate this acquisition into its operations, and those other risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, and the Company's Reports on Form 8-K dated as of April 24, 2002, August 30, 2002, and September 19, 2002, on file with the U.S. Securities and Exchange Commission.
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292464
|
Safeguard Health
As referenced in this Safeguard to Purchase California Dental HMO Increases Southern California Membership:
SafeGuard Health Enterprises, – AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD TO PURCHASE CALIFORNIA DENTAL HMO
INCREASES SOUTHERN CALIFORNIA MEMBERSHIP
ALISO VIEJO, CALIFORNIA (JANUARY 17, 2003) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced that it has signed a definitive
agreement to purchase the Southern California-based dental health _____________
dt 231082
| |
Full Doc
 | 2003 |
Health Nets First Quarter EPS Climbs to $.57 per Share
Health Nets First Quarter EPS Climbs to $.57 per Share (30K)
Doc #292829: This document is immediately available for purchase, but does not have a preview available for viewing.
 Health Net Inc
EX-99.1 3 j0185_ex99d1.htm EX-99.1
Exhibit 99.1 
Media Contact: Lisa Haines818.676.7912 lisa.j.haines@health.net Investor Contact: David Olson 818.676.6978 david.w.olson@health.net HEALTH NETS FIRST QUARTER EPSCLIMBS TO $.57 PER SHARE Expanding Margins, Solid Health Plan and TRICARE Performance Highlight Results LOS ANGELES, May 5, 2003 Health Net, Inc. (NYSE:HNT) today announced that 2003 first quarter earnings per diluted share climbed 43 percent to $.57, compared with $.40 in the first quarter of 2002. Health Net reported net income of $68,229,000 in the first quarter of 2003. Net income in the first quarter of 2002 amounted to $49,814,000, or $.40 per diluted share, including a $.07 per share impact of goodwill impairment charges associated with the adoption of SFAS No. 142 in the first quarter of 2002.
Highlights of the first quarter of 2003 included: Total Health Plan enrollment increased by 139,000 members compared to the first quarter of 2002, excluding the loss of CalPERS membership as of January 1, 2003; The companys margin on Earnings Before Interest expense, Taxes, Depreciation, Amortization, Net Investment Income and Asset impairment and restructuring charges (EBITDA) improved 43 basis points to 4.5 percent compared with the first quarter of 2002. Pretax margin was 4.1 percent for the first quarter of 2003, a 42 basis point improvement compared with the first quarter of 2002. A reconciliation of EBITDA margin to pretax margin is presented in a reconciliation table at the end of this news release; Operating cash flow of $81,823,000, an improvement of $114,995,000 compared with the first quarter of 2002 and consistent with the levels of net income plus depreciation and amortization in the period; A Health Plan Medical Care Ratio (MCR) of 83.3 percent, an improvement of 47 basis points compared to the same period last year; An Administrative Ratio of 10.6 percent for the period, a 22 basis point improvement over the same period last year, while funding the companys systems consolidation effort; A Debt-to-Total Capital ratio of 23.5 percent, below the companys stated target of 30 percent and down from 29.8 percent at the end of the first quarter of 2002; Return on Equity (ROE) of 22.1 percent, exceeding the companys 20 percent target for the third consecutive quarter (a table showing the calculation of ROE is presented at the end of this news release); 2
The repurchase of 3,478,600 shares of the companys common stock during the quarter. The company has repurchased 10,148,200 shares through March 31, 2003 under the stock repurchase program announced on May 2, 2002; Reserves for claims and other settlements were $1,114,687,000 as of March 31, 2003, an increase of $86,756,000 compared with the end of 2002s first quarter. Days in claims payable were 52.0, consistent with the companys expectations as claims payment cycles improve; and Prior year health plan claim reserves released in the first quarter of 2003 amounted to less than one-tenth of 1 percent of incurred health plan health care costs for the 12 months ended March 31, 2003. We believe these results speak to our focus on profitable enrollment growth, increasing G&A efficiencies and the prudent use of cash to benefit stockholders, said Jay Gellert, president and chief executive officer of Health Net. We are especially pleased with the substantial improvements in our Arizona health plan and our behavioral health subsidiary compared with the first quarter of last year, Gellert added. Revenues Health Nets total revenues rose 9.8 percent in the first quarter of 2003 to $2,713,021,000 from $2,469,818,000 in the first quarter of 2002. Health plan services revenue climbed 6.9 percent to $2,234,568,000 compared to $2,090,317,000 for the first quarter of 2002. Health plan services revenue gains of 6.9 percent in the first quarter of 2003 compared with the same period in 2002 were the result of higher commercial, Medicare and Medicaid premium yields across the companys health plans. The overall premium yield per member per 3
month (PMPM) in the first quarter of 2003 rose 8.7 percent. The premium yield on commercial rose by 14.2 percent compared to the first quarter of 2002. Overall, commercial enrollment declined by 3.6 percent, or approximately 98,800 members, in the first quarter of 2003 compared to the same period in 2002, due to Health Nets January 1, 2003 exit from the CalPERS account which resulted in the loss of approximately 175,000 members. Excluding the impact of CalPERS, overall commercial enrollment grew by 3.2 percent from the first quarter of 2002, and California commercial enrollment grew by 134,000 members. The majority of the overall commercial growth came in the small group market that grew by 14.7 percent compared with the first quarter of 2002. New products and improved broker relationships fueled this growth. We continue to believe that small group and mid-market in California offer excellent opportunities going forward, Gellert commented. In the first quarter of 2003, Health Nets Government contracts revenue rose 29.8 percent from the prior years first quarter, reaching $453,556,000. This significant rise was due to higher change order volume, higher prices on new option periods, and an increase in risk sharing of higher health care costs. The higher costs were primarily the result of deployment of reservists in support of the nations heightened military activity. In addition, an increased number of enrollees sought care in the private sector as many military health care professionals were deployed out of the country. As more care is provided in the private sector, contract costs and revenues rise. We are proud of our participation in the TRICARE program as we support our troops overseas and at home, Gellert said. 4
Other income decreased by $2,605,000 compared to the first quarter of 2002, primarily due to the sale of a claims processing subsidiary in the second quarter of 2002. In the first quarter of 2003, net investment income was $13,075,000, a decrease of $2,497,000 from the comparable prior year quarter, primarily due to the lower interest rate environment in 2003 compared to 2002. Health Care Costs Overall PMPM health plan health care costs rose by 8.1 percent in the first quarter of 2003 compared to the first quarter of 2002. Continuing 2002s favorable trends, the 2003 first quarter health plan MCR improved by 47 basis points from the first quarter of 2002 to 83.3 percent. We believe that seasonal patterns helped, but we also see that our commercial pricing discipline is contributing to consistent and predictable MCR trends, Gellert explained. Government Contracts Costs The Government contracts cost ratio, at 96.5 percent, improved by 65 basis points compared to the first quarter of 2002. The improved performance was the result of higher pricing on new option periods and higher change order volume. Administrative Expenses In the first quarter of 2003, Health Nets administrative ratio (G&A plus depreciation) dropped by 22 basis points year-over-year to 10.6 percent. Total general, administrative and depreciation expenses were $239,174,000 in the period. The companys focus on expense controls helped drive the ratio lower in the period, even as spending on operational and systems consolidation projects continued. 5
Our Health Net One project is now more than 40 percent complete and we are encouraged that we are on schedule and on budget with this vital effort, Gellert commented. We are pleased to announce that the conversion of Arizona to the Health Net One claims system was successfully completed approximately 10 days ago, slightly ahead of schedule, he added. Health Nets selling expenses increased by $6,612,000 to $54,636,000 compared to $48,024,000 in the same period in 2002, consistent with the strong growth in broker-driven segments such as small group. The selling cost ratio was 2.4 percent for the first quarter of 2003, higher by 15 basis points over the same period last year. Balance Sheet Highlights Health Nets balance sheet continued to strengthen in the first quarter of 2003, as it has consistently over the past several years. Cash and investments as of March 31, 2003 stood at $1,777,258,000 compared with $1,850,139,000 at the end of 2002. Continued share repurchase activity, an increase in the TRICARE receivable and the timing of Medicare payments were the primary reasons for the decrease of cash and investments in the quarter. The TRICARE receivable increased by $64,401,000 from the end of 2002 to $142,805,000. This increase was a consequence of heightened military activity as a result of the war in Iraq. We expect the receivable to remain in the $120 - $150 million range through the third quarter of this year, Gellert added. Debt remained essentially unchanged from the fourth quarter of 2002, and down by $120,067,000 from March 31, 2002, as the company reduced the outstanding balance on its revolving debt to zero in the third quarter of 2002. The debt-to-total capital ratio stood at 6
23.5 percent, well below the companys target of 30 percent. The debt-to-total capital ratio at the end of the first quarter of 2002 was 29.8 percent. 292829
|
Safeguard Health
As referenced in this Health Nets First Quarter EPS Climbs to $.57 per Share:
SafeGuard Health Enterprises, – Benefit Plan (FEHBP) will continue until December 31, 2003.
On April 7, 2003, Health Net announced the sale of its dental subsidiary to SafeGuard Health Enterprises, Inc. In addition, SafeGuard and Health Net have entered into a Letter of Intent, under which SafeGuard will acquire Health Nets vision _____________
dt 258517
;
|
Health Net
As referenced in this Health Nets First Quarter EPS Climbs to $.57 per Share:
Health Net, Inc – FIRST QUARTER EPS
CLIMBS TO $.57 PER SHARE
Expanding Margins, Solid Health Plan and TRICARE Performance Highlight Results
LOS ANGELES, May 5, 2003 Health Net, Inc . (NYSE:HNT) today announced that 2003 first quarter earnings per diluted share climbed 43 percent to $.57, compared with $.40 in the _____________
Health Net, Inc – click on the Investor Conference link. Interested investors may also contact Health Net at 818.676.8684 for details or to RSVP.
9
Health Net, Inc . is one of the nations largest publicly traded managed health care companies. Its mission is to help people be healthy, secure and _____________
Health Net, Inc – health care product coordination for multi-region employers and administrative services for medical groups and self-funded benefits programs.
For more information on Health Net, Inc ., please visit the companys Web site at www.health.net.
# # #
10
Health Net, Inc.
Condensed Consolidated Statements of Operations
(Amounts in thousands, _____________
Health Net, Inc – and self-funded benefits programs.
For more information on Health Net, Inc., please visit the companys Web site at www.health.net.
# # #
10
Health Net, Inc .
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
First Quarter Ended March 31,
Second Quarter Ended June 30,
_____________
Health Net, Inc – 3
%
2.2
%
2.3
%
2.4
%
2.4
%
Days claims payable
53.5
51.8
52.8
52.8
52.0
11
Health Net, Inc .
Condensed Consolidated Balance Sheets
(Amounts in thousands)
March 31,
June 30,
September 30,
December 31,
March 31,
2002
2002
2002
2002
2003
_____________
dt 253990
|
Full Doc
 | 2004 |
Safeguard Announces First Quarter Results
Safeguard Announces First Quarter Results (6K)
Doc #292418: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}2 {FILENAME}doc2.txt {DESCRIPTION}PRESS RELEASE {TEXT} EXHIBIT 99.1
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES FIRST QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (MAY 10, 2004) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the first quarter ended March 31, 2004.
In commenting on the first quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased to report increased earnings compared to the same quarter last year and the preceding quarter. The increases in revenue and earnings are primarily due to the acquisition of Health Net Dental and Vision and the continuing integration of that business into our existing operations. The acquired business was similar to our existing California operations and was located close to our National Service Center, which enabled us to quickly begin realizing economies in administrative expenses. We continue to believe that our competitive position is improving in all three of our primary geographic markets - California, Florida and Texas."
Revenue for the three months ended March 31, 2004, was $43.5 million, compared with $21.9 million for the same period in 2003, an increase of 99%. Operating income increased to $1.9 million for the first quarter of 2004, compared to $465,000 for the same period in the prior year. The Company reported net income of $1.1 million, or $0.03 per share, for the quarter ended March 31, 2004, compared with net income of $444,000, or $0.01 per share, for the same period last year.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years of experience. The Company provides dental and vision HMO, PPO, indemnity and ASO products to approximately 1.5 million members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, and the Company's Current Reports on Form 8-K, all on file with the U.S. Securities and Exchange Commission.
{PAGE} {TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------ 2004 2003 ----------- ----------- {S} {C} {C} Premium revenue, net $ 43,496 $ 21,912 Health care services expense 31,195 15,093 Selling, general and administrative expense 10,383 6,354 ----------- ----------- Operating income 1,918 465
Investment and other income 122 79 Interest expense (356) (100) ----------- ----------- Income before income taxes 1,684 444 Income tax expense 575 -- ----------- ----------- Net income $ 1,109 $ 444 =========== ===========
Net income per share: Basic $ 0.03 $ 0.01 Diluted 0.03 0.01
Weighted average shares outstanding: Basic 35,758 35,693 Diluted 49,768 35,989
RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income $ 1,918 $ 465 Depreciation and amortization of property and equipment and intangible assets 1,073 420 ----------- ----------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 2,991 $ 885 =========== =========== {/TABLE}
{PAGE} {TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES SELECTED BALANCE SHEET DATA (IN THOUSANDS) (UNAUDITED)
MARCH 31, DEC. 31, 2004 2003 ---------- --------- {S} {C} {C} Cash and short-term investments $ 29,266 $ 28,199 Total current assets 37,037 37,104 Restricted investments in marketable securities 2,940 2,932 Total assets 70,527 71,238 Total current liabilities 21,819 23,588 Long-term debt and other long-term liabilities 23,669 23,760 Stockholders' equity 25,039 23,890 {/TABLE}
-END-
{PAGE}
{/TEXT} {/DOCUMENT}
292418
|
Safeguard Health
As referenced in this Safeguard Announces First Quarter Results:
SafeGuard Health Enterprises, – L. GATES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES FIRST QUARTER RESULTS
ALISO VIEJO, CALIFORNIA (MAY 10, 2004) - SafeGuard Health Enterprises, Inc. (OTC
Bulletin Board: SFGD) today announced results for the first quarter ended March
31, 2004.
In commenting on the first quarter _____________
SafeGuard Health Enterprises, – quarter ended March 31, 2004,
compared with net income of $444,000, or $0.01 per share, for the same period
last year.
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years of experience. The Company provides dental and
vision HMO, _____________
SAFEGUARD HEALTH ENTERPRISES, – the Company's Current
Reports on Form 8-K, all on file with the U.S. Securities and Exchange
Commission.
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
----------- -----------
{ _____________
SAFEGUARD HEALTH ENTERPRISES, – and equipment and intangible assets 1,073 420
----------- -----------
Earnings before interest, taxes, depreciation
and amortization (EBITDA) $ 2,991 $ 885
=========== ===========
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
MARCH 31, DEC. 31,
2004 2003
---------- ---------
{S} {C} {C}
Cash and short- _____________
dt 231039
| |
Full Doc
 | 2004 |
Safeguard Announces Fourth Quarter And Year-End Results
Safeguard Announces Fourth Quarter And Year-End Results (10K)
Doc #292421: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} EXHIBIT 99.1
95 Enterprise, Suite 100 SAFEGUARD Aliso Viejo, California 92656-2605 DENTAL & VISION 949.425.4300
CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531
SAFEGUARD ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS
ALISO VIEJO, CALIFORNIA (APRIL 14, 2004) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the fourth quarter and year ended December 31, 2003.
In commenting on the 2003 results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased with the progress we made during 2003, and believe our momentum will continue in 2004. The fourth quarter of 2003 included two months of combined results from our acquisition of Health Net Dental and Vision. Results for the fourth quarter of 2003 were also positively affected by fewer workdays during November and December due to the holidays and the way weekends fell on the calendar, resulting in lower than normal claims costs for the two months of combined operations. We expect the first quarter of 2004 to return to a more normal pattern of claims costs and continue to believe the Health Net acquisition will result in revenue and earnings growth by the Company. We continue to pursue our going private transaction and will be filing an amended Information Statement with the SEC which includes the 2003 results."
Revenue for the three months ended December 31, 2003, was $36.8 million, compared with $21.5 million for the same period in 2002, an increase of 71%. The Company reported income before income taxes of $1.3 million for the quarter ended December 31, 2003, compared with $0.3 million for the same period last year. The Company recognized an income tax benefit of $5.0 million during the fourth quarter of 2003, which was primarily due to a decrease in the valuation allowance against the Company's net deferred tax assets. The net deferred tax assets had been fully reserved since 1999. The valuation allowance was decreased because the Company determined that, based on its recent profitability and future outlook, it is more likely than not that the Company will realize substantially all of its net deferred tax assets. The Company reported net income of $6.3 million, or $0.14 per share, for the quarter ended December 31, 2003, compared with net income of $1.1 million, or $0.03 per share, for the same period last year. Income before income taxes was $0.03 per share for the fourth quarter of 2003, compared to $0.01 per share for the same period in 2002.
Revenue for the year ended December 31, 2003, was $104.9 million, compared with $83.0 million for the same period in 2002, an increase of 26%. There was an income tax benefit of $4.8 million during 2003, which was primarily due to a decrease in the valuation allowance against the Company's net deferred tax assets, as discussed above. Net income for the year ended December 31, 2003, was $7.8 million, or $0.20 per share, compared with net income of $1.4 million, or $0.04 per share, for the same period last year.
{PAGE} SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental and vision HMO, PPO, indemnity and ASO products to approximately 1.5 million members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. -----------------
SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2003, and the Company's Current Reports on Form 8-K, all on file with the U.S. Securities and Exchange Commission.
{PAGE} {TABLE} {CAPTION} SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED --------------------------------------- DECEMBER 31, DECEMBER 31, --------------------------------------- 2003 2002 2003 2002 -------- -------- --------- -------- {S} {C} {C} {C} {C} Premium revenue, net $36,841 $21,499 $104,891 $83,043 Health care services expense 26,036 14,165 73,194 57,937 Selling, general and administrative expense 9,522 7,218 28,684 24,874 -------- -------- --------- -------- Operating income 1,283 116 3,013 232
Investment and other income 259 296 490 607 Interest expense (268) (117) (530) (232) -------- -------- --------- -------- Income before income taxes 1,274 295 2,973 607 Income tax expense (benefit) (4,981) (820) (4,840) (820) -------- -------- --------- -------- Net income $ 6,255 $ 1,115 $ 7,813 $ 1,427 ======== ======== ========= ========
Net income per share: Basic $ 0.18 $ 0.03 $ 0.22 $ 0.04 Diluted 0.14 0.03 0.20 0.04
Weighted average shares outstanding: Basic 35,741 35,677 35,719 35,130 Diluted 46,228 36,010 40,244 35,638
RECONCILIATION OF OPERATING INCOME TO EBITDA:
Operating income $ 1,283 $ 116 $ 3,013 $ 232 Depreciation and amortization of property and equipment and intangible assets 767 566 2,110 1,474 -------- -------- --------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 2,050 $ 682 $ 5,123 $ 1,706 ======== ======== ========= ========
CALCULATION OF INCOME BEFORE INCOME TAXES PER SHARE:
Income before income taxes $ 1,274 $ 295 $ 2,973 $ 607 Interest expense on convertible notes, if applicable 251 -- 442 -- -------- -------- --------- -------- Adjusted income before income taxes 1,525 295 3,415 607 Weighted average diluted shares outstanding 46,228 36,010 40,244 35,638 -------- -------- --------- -------- Income before income taxes per share $ 0.03 $ 0.01 $ 0.08 $ 0.02 ======== ======== ========= ======== {/TABLE}
292421
|
Safeguard Health
As referenced in this Safeguard Announces Fourth Quarter And Year-End Results:
SafeGuard Health Enterprises, – VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(949) 425-4531
SAFEGUARD ANNOUNCES FOURTH QUARTER
AND YEAR-END RESULTS
ALISO VIEJO, CALIFORNIA (APRIL 14, 2004) - SafeGuard Health Enterprises, Inc.
(OTC Bulletin Board: SFGD) today announced results for the fourth quarter and
year ended December 31, 2003.
In commenting on the _____________
SafeGuard Health Enterprises, – 20 per share, compared with net income of $1.4 million,
or $0.04 per share, for the same period last year.
{PAGE}
SafeGuard Health Enterprises, Inc. is committed to the dental and vision
business, with nearly 30 years experience. The Company provides dental and
vision HMO, PPO, _____________
SAFEGUARD HEALTH ENTERPRISES, – the Company's Current Reports on Form 8-K, all on file with the U.S.
Securities and Exchange Commission.
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED YEAR ENDED
---------------------------------------
DECEMBER 31, _____________
SAFEGUARD HEALTH ENTERPRISES, – 010 40,244 35,638
-------- -------- --------- --------
Income before income taxes per share $ 0.03 $ 0.01 $ 0.08 $ 0.02
======== ======== ========= ========
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES
SELECTED BALANCE SHEET DATA
(IN THOUSANDS)
(UNAUDITED)
DEC. 31, DEC. 31,
2003 2002
--------- ---------
{S} {C} {C}
Cash and short- _____________
dt 231042
| |
Preview
Full Doc
 | 2002 |
401(k) Plan [Amendment and Restatement]
401(k) Plan [Amendment and Restatement] (262K)
Doc #292499: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.28 {SEQUENCE}12 {FILENAME}doc11.txt {TEXT} AMENDMENT (RESTATEMENT) TO THE
SAFEGUARD HEALTH ENTERPRISES, INC.
401(K) PLAN
The Plan Document entitled "SafeGuard Health Enterprises, Inc. 401(k) Plan" and any amendments thereto shall be deleted in their entirety and completely restated to read as set forth below.
{PAGE} TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.3 Initial Plan Year. . . . . . . . . . . . . . . . . . . . . . 1 1.4 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.5 Effective Date of the Plan . . . . . . . . . . . . . . . . . 1 1.6 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.7 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.8 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.9 Normal Retirement Age. . . . . . . . . . . . . . . . . . . . 2 1.10 Defined Contribution Plan. . . . . . . . . . . . . . . . . . 2 1.11 Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.12 Active Participant . . . . . . . . . . . . . . . . . . . . . 2 1.13 Actuarial Equivalent . . . . . . . . . . . . . . . . . . . . 2 1.14 Administrator. . . . . . . . . . . . . . . . . . . . . . . . 2 1.15 Alternate Payee. . . . . . . . . . . . . . . . . . . . . . . 2 1.16 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . 2 1.17 Break in Service . . . . . . . . . . . . . . . . . . . . . . 2 1.18 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.19 Committee. . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.20 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 3 1.21 Date of Adoption . . . . . . . . . . . . . . . . . . . . . . 4 1.22 Disability . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.23 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.24 Employer Contribution Account. . . . . . . . . . . . . . . . 5 1.25 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.26 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . 5 1.27 Frozen Plan. . . . . . . . . . . . . . . . . . . . . . . . . 6 1.28 Highly Compensated Employee. . . . . . . . . . . . . . . . . 6 1.29 Holding Account. . . . . . . . . . . . . . . . . . . . . . . 7 1.30 Hour of Service. . . . . . . . . . . . . . . . . . . . . . . 7 1.31 Lump Sum . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.32 Participant. . . . . . . . . . . . . . . . . . . . . . . . . 9 1.33 Qualified Joint and Survivor Annuity . . . . . . . . . . . . 9 1.34 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.35 Segregated Account . . . . . . . . . . . . . . . . . . . . . 9 1.36 Separation from Service. . . . . . . . . . . . . . . . . . . 9 1.37 Special Account. . . . . . . . . . . . . . . . . . . . . . . 10 1.38 Suspense Account . . . . . . . . . . . . . . . . . . . . . . 10 1.39 Terminated Plan. . . . . . . . . . . . . . . . . . . . . . . 10 1.40 Year of Eligibility Service. . . . . . . . . . . . . . . . . 10
{PAGE} 1.41 Year of Vesting Service. . . . . . . . . . . . . . . . . . . 10
TOP-HEAVY DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 10 1.42 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . 10 1.43 Top-Heavy Plan.. . . . . . . . . . . . . . . . . . . . . . . 11 1.44 Top-Heavy Ratio. . . . . . . . . . . . . . . . . . . . . . . 11 1.45 Permissive Aggregation Group . . . . . . . . . . . . . . . . 12 1.46 Required Aggregation Group . . . . . . . . . . . . . . . . . 12 1.47 Determination Date . . . . . . . . . . . . . . . . . . . . . 12 1.48 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . 12 1.49 Present Value. . . . . . . . . . . . . . . . . . . . . . . . 12
CODE Sec. 401(K) AND (M) DEFINITIONS . . . . . . . . . . . . . . . . . . 13 1.50 Discretionary Contribution Account . . . . . . . . . . . . . 13 1.51 Matching Contribution Account. . . . . . . . . . . . . . . . 13 1.52 Elective Deferral Account. . . . . . . . . . . . . . . . . . 13 1.53 Elective Deferrals . . . . . . . . . . . . . . . . . . . . . 13 1.54 Excess Elective Deferrals. . . . . . . . . . . . . . . . . . 14 1.55 Average Deferral Percentage. . . . . . . . . . . . . . . . . 15 1.56 Excess Contributions . . . . . . . . . . . . . . . . . . . . 17 1.57 Matching Contribution. . . . . . . . . . . . . . . . . . . . 17 1.58 Qualified Matching Contribution. . . . . . . . . . . . . . . 18 1.59 Average Contribution Percentage. . . . . . . . . . . . . . . 18 1.60 Excess Aggregate Contributions . . . . . . . . . . . . . . . 21 1.61 Qualified Non-Elective Contributions . . . . . . . . . . . . 21 1.62 Distribution Requirements. . . . . . . . . . . . . . . . . . 22 1.63 Hardship Distributions . . . . . . . . . . . . . . . . . . . 22
ARTICLE 2 - ELIGIBILITY AND ACTIVE PARTICIPATION . . . . . . . . . . . . 23 2.1 Initial Entry; Election Not to Participate . . . . . . . . . 23 2.2 Eligibility Requirements For Active Participation. . . . . . 23 2.3 Reentry. . . . . . . . . . . . . . . . . . . . . . . . . . . 24 2.4 Disregard of Service . . . . . . . . . . . . . . . . . . . . 24 2.5 Applications Regarding Participation . . . . . . . . . . . . 24 2.6 Employees Benefited by Plan or Amendment . . . . . . . . . . 24
ARTICLE 3 - PLAN BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . 25 3.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . 25 3.2 Severance Benefit. . . . . . . . . . . . . . . . . . . . . . 25 3.3 Disability Benefit . . . . . . . . . . . . . . . . . . . . . 25 3.4 Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . 25 3.5 Timing and Form of Benefit Payment . . . . . . . . . . . . . 26
ARTICLE 4 - PARTICIPANTS' ACCOUNTS; CONTRIBUTIONS; GAINS AND LOSSES; FORFEITURES. . . . . . . . . . . . . . . . . . . . . 26 4.1 Separate Individual Accounts . . . . . . . . . . . . . . . . 26 4.2 Employer Contributions . . . . . . . . . . . . . . . . . . . 26 4.3 Allocation of Employer Contributions . . . . . . . . . . . . 27 4.4 Limitations on Annual Additions. . . . . . . . . . . . . . . 28
{PAGE} 4.5 Allocation of Investment Gains and Losses. . . . . . . . . . 31 4.6 Allocation of Forfeitures. . . . . . . . . . . . . . . . . . 33 4.7 Date of Allocation . . . . . . . . . . . . . . . . . . . . . 33 4.8 Multiple Employer Participation Allocations . . . . . . . . 33 4.9 Minimum Funding Waiver . . . . . . . . . . . . . . . . . . . 34
ARTICLE 5 - VESTING. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 5.1 Application of Vesting Schedule. . . . . . . . . . . . . . . 34 5.2 Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . 35 5.3 Years of Vesting Service Excluded. . . . . . . . . . . . . . 35 5.4 Election of Old Vesting Provisions . . . . . . . . . . . . . 36 5.5 Forfeiture and Restoration . . . . . . . . . . . . . . . . . 36 5.6 Distributions Which Cash Out an Employer Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 37 5.7 Distributions Which Do Not Cash Out an Employer Contribution Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 37 5.8 No Duplications of Benefits. . . . . . . . . . . . . . . . . 38 5.9 Non-covered Service. . . . . . . . . . . . . . . . . . . . . 38 5.10 No Divestment for Cause. . . . . . . . . . . . . . . . . . . 38 5.11 Return Following Disability. . . . . . . . . . . . . . . . . 38 5.12 Inability to Locate Participant or Beneficiary . . . . . . . 38
ARTICLE 6 - PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . 39 6.1 Source of Payment. . . . . . . . . . . . . . . . . . . . . . 39
292499
|
Safeguard Health
As referenced in this 401(k) Plan [Amendment and Restatement]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.28
{SEQUENCE}12
{FILENAME}doc11.txt
{TEXT}
AMENDMENT (RESTATEMENT) TO THE
SAFEGUARD HEALTH ENTERPRISES, INC.
401(K) PLAN
The Plan Document entitled "SafeGuard Health Enterprises, Inc. 401(k) Plan"
and any amendments thereto shall be deleted _____________
"SafeGuard Health Enterprises, – 10.28
{SEQUENCE}12
{FILENAME}doc11.txt
{TEXT}
AMENDMENT (RESTATEMENT) TO THE
SAFEGUARD HEALTH ENTERPRISES, INC.
401(K) PLAN
The Plan Document entitled "SafeGuard Health Enterprises, Inc. 401(k) Plan"
and any amendments thereto shall be deleted in their entirety and completely
restated to read as set forth _____________
SafeGuard Health Enterprises, – first letter capitalized, they shall have the meaning specified below unless
the context clearly indicates to the contrary:
1.2 Plan means the SafeGuard Health Enterprises, Inc. 401(k) Plan.
1.3 INITIAL PLAN YEAR means October 1, 1993 through December 31, 1993.
1.4 PLAN YEAR means _____________
SafeGuard Health Enterprises, – Service, however
such substitution shall not apply to eligibility to participate in the Plan's
cash or deferred arrangement.
1.7 EMPLOYER means SafeGuard Health Enterprises, Inc. In the event
that any parent, affiliate, subsidiary, successor business, or predecessor
business adopts or has adopted this Plan, such entity _____________
SAFEGUARD HEALTH ENTERPRISES, – Valuation Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Vested Account Balance. . . . . . . . . . . . . . . . . . . . . . . . . . 42
Waiver (Pre-Age 35) . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Year of Eligibility Service . . . . . . . . . . . . . . . . . . . . . . . 10
Year of Vesting Service . . . . . . . . . . . . . . . . . . . . . . . . . 10
{PAGE}
SAFEGUARD HEALTH ENTERPRISES, INC.
DATED: June 29, 2001 By: ss/ James E. Buncher
---------------------------------------------
James E. Buncher
President and Chief Executive Officer
DATED: June 29, 2001 _____________
dt 231115
| |
Preview
Full Doc
 | 2003 |
Administration Agreement
Administration Agreement (66K)
Doc #292450: Click preview link for longer preview.
ADMINISTRATION AGREEMENT
This Administration Agreement is entered into this 30th day of June, 2003, by and among Health Net of Arizona, Inc. ("HNT-AZ"), an Arizona corporation, Health Net Life Insurance Company, a California domiciled life and disability insurance company ("HNL") and SafeHealth Life Insurance Company, a California domiciled life and disability insurance company ("SafeHealth").
WHEREAS, HNT-AZ is a duly licensed health care services organization organized pursuant to Arizona Revised Statutes Sec. 20-1051 et seq. HNT-AZ issues benefit agreements to individuals, employer groups and other entities. The benefit agreements include medical health maintenance organization agreements and vision health maintenance organization agreements.
WHEREAS, HNL is duly licensed in Arizona to provide vision PPO and vision indemnity insurance benefits to Arizona residents;
WHEREAS, SafeHealth represents and warrants that it is duly licensed and qualified to provide the administrative services specified in this Agreement.
WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other things, to provide for the transition of the vision health maintenance organization business provided by HNT-AZ, and the vision PPO and vision indemnity insurance business provided in Arizona by HNL through December 31, 2004.
WHEREAS, HNT-AZ, HNL and SafeHealth intend by entering into this Agreement that SafeHealth shall provide administrative and other services specified in this Agreement on behalf of HNT-AZ and HNL in connection with the Benefit Agreements described in Appendix B to this Agreement ("Benefit Agreements").
ARTICLE ------- CERTAIN DEFINITIONS -------------------
Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement.
ARTICLE ------- RELATIONSHIP OF PARTIES -----------------------
Section 2.1 Relationship of Parties. The parties to this Agreement are ----------------------- and shall remain independent contractors. Neither party is the employee or agent of the other party, except as set forth herein, and neither party has an express or implied right to bind the other party. The parties do not intend to form a joint venture, partnership, or to be governed by Law relating to any relationship other than that of independent contractors. HNT-AZ and HNL agents, officers, and employees shall not be considered or construed to be the employees of SafeHealth for any
-1- {PAGE} purpose, and SafeHealth's agents, officers and employees shall not be considered or construed to be the employees of HNT-AZ or HNL for any purpose.
Section 2.2 Receipt of Premium. Payment to SafeHealth of premiums or ------------------- charges with respect to the Benefit Agreements by or on behalf of the HNT-AZ or HNL insureds or subscribers shall be considered receipt by HNT-AZ or HNL as appropriate. The payment of return premiums or claims by HNT-AZ and HNL to SafeHealth is not considered payment to the insured, or claimant until the payment is received by the insured or claimant. Nothing in this Section 2.02 shall limit the rights of either HNT-AZ or HNL against SafeHealth resulting from SafeHealth's failure to make payments to HNT-AZ or HNL or any of their insureds, Subscribers or claimants.
Section 2.3 Notice of Changes. SafeHealth shall inform HNT-AZ and HNL ----------------- in writing:
(a) within thirty (30) calendar days of any changes in its computer systems, including hardware or software, that could materially affect the ability of SafeHealth to perform its obligations under this Agreement;
(b) within ten (10) calendar days of a change of 25% or more in the direct or indirect ownership of SafeHealth, and of any changes in the licensing of SafeHealth material to the services rendered by SafeHealth under this Agreement; and
(c) within ten (10) calendar days of changes in governmental approvals, the filing with a Governmental Authority of a complaint against SafeHealth, or the filing of a lawsuit against SafeHealth if the governmental approval, complaint or lawsuit is either (i) directly related to the services rendered by SafeHealth under this Agreement or to HNT-AZ or HNL Benefit Agreements, or (ii) the amount involved is in excess of $1,000,000.
Section 2.4 Limitation of Authority. The authority of SafeHealth is ------------------------- limited to the performance of the Administrative Services specified in this Agreement. SafeHealth has no authority to modify, waive, add to or delete any provision of the Benefit Agreements. SafeHealth shall not represent to a third party that it has authority that is not provided in this Agreement. HNT-AZ and HNL shall at all times exercise ultimate control over their respective assets and operations and the ultimate authority regarding coverage or the interpretation of any Benefit Agreement shall remain at all times with HNT-AZ and HNL. Notwithstanding anything to the contrary in this Agreement, HNT-AZ and HNL shall (a) retain custody of, responsibility for, and control of all investments; (b) own, have custody of, and keep their general corporate accounts, books, and records; (c) own all of the accounts, books, and records of their business; (d) have an ultimate veto right on underwriting; (e) have the ultimate right to cancel any risk; (f) have ultimate responsibility for and at least general control of claims adjustments and claim payments; (g) retain the right to cancel this Agreement and discharge SafeHealth in the event SafeHealth fails to perform satisfactorily according to the terms of this Agreement.
Section 2.5 Representations Regarding Coverage. SafeHealth shall not ----------------------------------- make any representations to applicants for coverage under the Benefit Agreements
292450
|
Safeguard Health
As referenced in this Administration Agreement:
SafeGuard Health Enterprises, – provide the administrative services specified in this Agreement.
WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health
Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase
and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other
things, to provide for the transition _____________
SafeGuard Health Enterprises, – Purchase and Sale Agreement by and between Health
Net, Inc. and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase
and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other
things, to provide for the transition of the vision health maintenance
organization business provided by HNT-AZ, and _____________
SafeGuard Health Enterprises, – customary for communications of such
respective type). Notices shall be effective upon receipt and shall be
addressed as follows:
if to SafeHealth to:
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Attn.: James E. Buncher
President and Chief Executive Officer
Tel: (949) 425-4100
_____________
SafeGuard Health Enterprises, – Executive Officer
Tel: (949) 425-4100
Fax: (949) 425-4101
with a copy to:
Ronald I. Brendzel
Senior Vice President and General Counsel
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Tel: (949) 425-4110
Fax: (949) 425-4586
if to HNT-AZ or _____________
dt 231069
;
Health Net
As referenced in this Administration Agreement:
Health
Net, Inc – licensed and
qualified to provide the administrative services specified in this Agreement.
WHEREAS, pursuant to a Purchase and Sale Agreement by and between Health
Net, Inc . and SafeGuard Health Enterprises, Inc. dated June 30, 2003 ("Purchase
and Sale Agreement"), SafeGuard Health Enterprises, Inc. agreed, among other
things, to _____________
Health Net, Inc – 95 Enterprise, Suite 100
Aliso Viejo, California 92656
Tel: (949) 425-4110
Fax: (949) 425-4586
if to HNT-AZ or HNL to:
Health Net, Inc .
Att: General Counsel
21650 Oxnard Street
Woodland Hills, California 91367
Tel: (818) 676-7601
Fax: (818) 676-7503
-9-
{PAGE}
with a _____________
dt 230855
;
Sonnenschein
As referenced in this Administration Agreement:
Sonnenschein Nath – Oxnard Street
Woodland Hills, California 91367
Tel: (818) 676-7601
Fax: (818) 676-7503
-9-
{PAGE}
with a copy to:
Kenneth B. Schnoll
Sonnenschein Nath & Rosenthal
685 Market Street
San Francisco, CA 94105
Tel: (415) 882-1020
Fax: (415) 543-5472
Section 10.3 Headings. The headings _____________
dt 241546
;
| Health Net of Arizona, Inc.;
Health Net Life Insurance Company;
SafeHealth Life Insurance Company
|
Preview
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 | 2002 |
Administrative Services Agreement
Administrative Services Agreement (16K)
Doc #292492: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its various subsidiaries ("SafeGuard"), and TOTAL DENTAL ADMINISTRATORS HEALTH PLAN, INC., an Arizona corporation ("TDAHP"), sets forth the terms pursuant to which SafeGuard and TDAHP agree to the administration of one or more individual and group dental health coverages to be provided to persons eligible for such coverage under dental health benefits programs ("Members") paid for by employers, health and welfare funds, and others ("Groups"), and arises out of the following circumstances:
A. TDAHP is a Prepaid Dental Plan Organization in the State of Arizona that provides or arranges prepaid dental HMO Products for its enrollees in geographically defined service areas ("Service Areas").
B. SafeGuard through its subsidiaries is licensed in various states to provide prepaid dental plan benefits to its enrollees.
C. SafeGuard desires that TDAHP administer a prepaid dental plan in Arizona so as to provide benefits to those SafeGuard Members who reside in Arizona based upon contracts that arise out of the State of Arizona.
D. TDAHP desires to provide prepaid dental plan benefits to SafeGuard Members in accordance with the terms and conditions of this Agreement.
In consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. PRODUCTS TO BE OFFERED. From time to time SafeGuard will enter into a contract with a Group whereby the Group will have employees residing within the State of Arizona. TDAHP agrees to provide services to SafeGuard whereby Members will receive prepaid dental plan services from TDAHP through its providers within the State of Arizona. The products currently being sold by SafeGuard are attached hereto marked Exhibit A (the "Products"). From time to time, SafeGuard may modify, eliminate or add products and will provide sixty (60) days advance written notice to TDAHP of such changes, additions or deletions.
2. ADMINISTRATIVE AND OTHER SERVICES.
2.1 MARKETING. SafeGuard may in the ordinary course of business market the Products in all states in which its subsidiaries are licensed. From time to time, instances will arise where a Group with whom SafeGuard contracts has members residing in the State of Arizona.
2.2 ENROLLMENT.
2.2.1 Enrollment. TDAHP will conduct all necessary enrollment meetings ---------- for Members, and will obtain enrollment cards for those persons to be covered by TDAHP through its relationship with SafeGuard. TDAHP shall maintain all enrollment information on its system.
292492
|
Safeguard Health
As referenced in this Administrative Services Agreement:
SAFEGUARD
HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.21
{SEQUENCE}5
{FILENAME}doc4.txt
{TEXT}
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between SAFEGUARD
HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its various
subsidiaries ("SafeGuard"), and TOTAL DENTAL ADMINISTRATORS HEALTH PLAN, INC.,
an Arizona corporation ("TDAHP"), _____________
SafeGuard Health Enterprises, – certified mail,
return receipt requested and shall be addressed as follows:
{TABLE}
{CAPTION}
{S} {C}
TDAHP: SafeGuard:
Total Dental Administrators Health Plan, Inc. SafeGuard Health Enterprises, Inc.
1528 East Missouri, Suite 153 95 Enterprise
Phoenix, AZ 85014 Aliso Viejo, CA 92656
Attention: Nelson Leatherwood, President and Attention: Ronald _____________
SAFEGUARD HEALTH ENTERPRISES, – this Agreement to be executed
effective as of December 31, 2001 (the "Effective Date").
{TABLE}
{CAPTION}
{S} {C}
TDAHP SafeGuard
TOTAL DENTAL ADMINISTRATORS SAFEGUARD HEALTH ENTERPRISES, INC.,
HEALTH PLAN, INC., An Arizona Corporation a Delaware corporation
By: /s/ Nelson Leatherwood By: /s/ James E. Buncher
-------------------------------------------- --------------------------------------------
Name: NELSON LEATHERWOOD _____________
dt 231108
;
| Total Dental Administrators Health Plan, Inc.
|
Preview
Full Doc
 | 2002 |
Administrative Services Agreement
Administrative Services Agreement (16K)
Doc #292495: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its various subsidiaries ("SafeGuard"), and TOTAL DENTAL ADMINISTRATORS, INC., a Utah corporation ("TDA"), sets forth the terms pursuant to which SafeGuard and TDA agree to the administration of one or more individual and group dental health coverages to be provided to persons eligible for such coverage under dental health benefits programs ("Members") paid for by employers, health and welfare funds, and others ("Groups"), and arises out of the following circumstances:
A. TDA is a Prepaid Dental Plan Organization in the State of Utah that provides or arranges prepaid dental HMO Products for its enrollees in geographically defined service areas ("Service Areas").
B. SafeGuard through its subsidiaries is licensed in various states to provide prepaid dental plan benefits to its enrollees.
C. SafeGuard desires that TDA administer a prepaid dental plan in Utah so as to provide benefits to those SafeGuard Members who reside in Utah based upon contracts that arise out of the State of Utah.
D. TDA desires to provide prepaid dental plan benefits to SafeGuard Members in accordance with the terms and conditions of this Agreement.
In consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. PRODUCTS TO BE OFFERED. From time to time SafeGuard will enter into a contract with a Group whereby the Group will have employees residing within the State of Utah. TDA agrees to provide services to SafeGuard whereby Members will receive prepaid dental plan services from TDA through its providers within the State of Utah. The products currently being sold by SafeGuard are attached hereto marked Exhibit A (the "Products"). From time to time, SafeGuard may modify, eliminate or add products and will provide sixty (60) days advance written notice to TDA of such changes, additions or deletions.
2. ADMINISTRATIVE AND OTHER SERVICES.
2.1 MARKETING. SafeGuard may in the ordinary course of business market the Products in all states in which its subsidiaries are licensed. From time to time, instances will arise where a Group with whom SafeGuard contracts has members residing in the State of Utah.
2.2 ENROLLMENT.
2.2.1 Enrollment. TDA will conduct all necessary enrollment meetings ---------- for Members, and will obtain enrollment cards for those persons to be covered by TDA through its relationship with SafeGuard. TDA shall maintain all enrollment information on its system.
292495
|
Safeguard Health
As referenced in this Administrative Services Agreement:
SAFEGUARD
HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.24
{SEQUENCE}8
{FILENAME}doc7.txt
{TEXT}
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between SAFEGUARD
HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its various
subsidiaries ("SafeGuard"), and TOTAL DENTAL ADMINISTRATORS, INC., a Utah
corporation ("TDA"), sets forth _____________
SafeGuard Health Enterprises, – be sent certified mail,
return receipt requested and shall be addressed as follows:
{TABLE}
{CAPTION}
{S} {C}
TDA: SafeGuard:
Total Dental Administrators, Inc. SafeGuard Health Enterprises, Inc.
969 East Murray Holladay Road, #4E 95 Enterprise
Salt Lake City, UT 84117 Aliso Viejo, CA 92656
Attention: Jane Ann Morrison, _____________
SAFEGUARD HEALTH ENTERPRISES, – Agreement to be executed
effective as of February 20, 2001 (the "Effective Date").
{TABLE}
{CAPTION}
{S} {C}
TDA SafeGuard
TOTAL DENTAL ADMINISTRATORS, INC., SAFEGUARD HEALTH ENTERPRISES, INC.,
a Utah Corporation a Delaware corporation
By: /s/ Jane Ann Morrison By: /s/ James E. Buncher
------------------------------------------- --------------------------------------------
Name: JANE ANN MORRISON Name: _____________
dt 231111
;
| Total Dental Administrators, Inc.
|
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 | 2002 |
Administrative Services Agreement
Administrative Services Agreement (21K)
Doc #292498: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its various subsidiaries ("SafeGuard"), and DENTAL SOURCE OF MISSOURI AND KANSAS, INC., a Missouri corporation ("Dental Source"), sets forth the terms pursuant to which SafeGuard and Dental Source agree to the administration of one or more individual and group dental health coverages to be provided to persons eligible for such coverage under dental health benefits programs ("Members") paid for by employers, health and welfare funds, and others ("Group"), and arises out of the following circumstances:
RECITALS:
A. Dental Source is a Prepaid Dental Plan Organization in the State of Missouri and Kansas that provides or arranges prepaid dental HMO Products for its enrollees in geographically defined service areas ("Service Areas").
B. SafeGuard, through its subsidiaries, is licensed in various states to provide prepaid dental plan benefits to its enrollees.
C. SafeGuard desires that Dental Source provide benefits to those SafeGuard Members who reside in Missouri and Kansas based upon SafeGuard contracts that arise outside the State of Missouri and Kansas.
D. Dental Source desires to provide prepaid dental plan benefits to SafeGuard Members in accordance with the terms and conditions of this Agreement.
In consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. PRODUCTS TO BE OFFERED. From time to time SafeGuard will enter into ------------------------- a contract with a Group whereby the Group will have employees residing within the State of Missouri and Kansas. Dental Source agrees to provide services to SafeGuard whereby Members will receive prepaid dental plan services from Dental Source through its providers within the State of Missouri and Kansas. The products currently being sold by SafeGuard in Missouri and Kansas are attached to the Stock Purchase Agreement entered into by the parties hereto contemporaneously herewith, at Schedule 5.28 (the "Products"). From time to time, Dental Source may modify, eliminate or add to the Products described in Schedule 5.28 referred to above upon ninety (90) days advance written notice to SafeGuard of such changes, additions or deletions.
2. ADMINISTRATIVE AND OTHER SERVICES. ------------------------------------
2.1 MARKETING. SafeGuard may in the ordinary course of business --------- market the Products in all states in which its subsidiaries are licensed. From time to time, instances will arise where a Group with whom SafeGuard contracts has Members residing in the State of Missouri and Kansas.
292498
|
Safeguard Health
As referenced in this Administrative Services Agreement:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.27
{SEQUENCE}11
{FILENAME}doc10.txt
{TEXT}
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") by and between
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation, on behalf of its
various subsidiaries ("SafeGuard"), and DENTAL SOURCE OF MISSOURI AND KANSAS,
INC., a Missouri corporation (" _____________
SafeGuard Health Enterprises, – be sent
-------
certified mail, return receipt requested and shall be addressed as follows:
Dental Source: SafeGuard:
Dental Source of Missouri and Kansas, Inc. SafeGuard Health Enterprises, Inc.
11777 Katy Freeway, Suite 405 95 Enterprise, Suite 100
Houston, TX 77029 Aliso Viejo, CA 92656-2605
Attention: James A. Taylor, _____________
Safeguard Health Enterprises, – Source of Missouri and
Kansas, Inc., a Missouri corporation
By: /s/ James A. Taylor
------------------------------
JAMES A. TAYLOR, President and
Chief Executive Officer
SAFEGUARD:
Safeguard Health Enterprises,
Inc., a Delaware corporation
By: /s/ John F. Steen
--------------------------------
JOHN F. STEEN, Vice President and
Chief Development Officer
By: /s/ Ronald I. _____________
dt 231114
;
Gardere Wynne
As referenced in this Administrative Services Agreement:
Gardere Wynne – Senior Vice President
Fax: (713) 493-6599 and General Counsel
Fax: (949) 425-4586
With a copy to (which shall not constitute notice)
Gardere Wynne Sewell LLP
1601 Elm Street
Dallas, TX 75201-4761
Attn: Roman J. Kupchynsky II
Fax: (214) 999-3528
13.12 RELATIONSHIP OF _____________
dt 247575
;
| Dental Source of Missouri and Kansas Inc.
|
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 | 2001 |
Agreement for Consulting Services
Agreement for Consulting Services (17K)
Doc #292509: Click preview link for longer preview.
AGREEMENT FOR CONSULTING SERVICES
This Agreement for Consulting Services ("Agreement") is made and entered into by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware Corporation, (hereinafter referred to as "SAFEGUARD"), and STEVEN J. BAILEYS, DDS (hereafter referred to as "CONSULTANT"), as of this first day of June, 2000, and is made with reference to the following facts:
A. SAFEGUARD is a Delaware Corporation that is the parent corporation of various corporations specializing in dental managed care and indemnity plans and products.
B. CONSULTANT is an individual who is experienced in the dental care industry and is a licensed dentist.
C. SAFEGUARD desires to take advantage of CONSULTANT'S knowledge and expertise, and CONSULTANT desires to render consulting services to SAFEGUARD on the terms and conditions set forth herein:
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the parties do hereby agree as follows:
1. PURPOSE OF THE AGREEMENT. CONSULTANT shall provide consulting services and advice to SAFEGUARD as requested by SafeGuard on all aspects of the dental managed care industry, including but not limited to acting as a spokesperson for SAFEGUARD within the dental managed care industry and the professional community, as well as assistance in maintaining SAFEGUARD client relationships. Such consulting services, including those set forth in this paragraph and such other services, shall be provided on a continuing basis for as long as this Agreement is in effect. CONSULTANT shall report on his activities on behalf of SAFEGUARD to SAFEGUARD'S Chief Executive Officer.
2. SERVICES PROVIDED. SAFEGUARD recognizes that CONSULTANT has other outside interests and will not spend his entire time as a consultant to SAFEGUARD. However, CONSULTANT covenants and agrees to make available to SAFEGUARD eight (8) days per month while this Agreement is in effect, consulting with and providing services to SAFEGUARD at such times reasonably consistent with SAFEGUARD's request, and consistent with the objectives of this Agreement as may be required. The parties hereto acknowledge that CONSULTANT is a resident of Orange County, California and nothing contained herein shall require CONSULTANT to relocate.
3. TERM OF AGREEMENT. The term of this Agreement shall be for a period of twenty four months commencing on June 1, 2000 and continuing through May 31, 2002. This Agreement may be terminated immediately by SAFEGUARD for an act of fraud or gross negligence by CONSULTANT.
292509
|
Safeguard Health
As referenced in this Agreement for Consulting Services:
SAFEGUARD HEALTH ENTERPRISES, – 4
{FILENAME}doc4.txt
{TEXT}
AGREEMENT FOR CONSULTING SERVICES
This Agreement for Consulting Services ("Agreement") is made and entered
into by and between SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware Corporation,
(hereinafter referred to as "SAFEGUARD"), and STEVEN J. BAILEYS, DDS (hereafter
referred to as "CONSULTANT"), as of this _____________
SafeGuard Health Enterprises, – by the United States Government.
Any notice to be given to SAFEGUARD under the terms of this Agreement shall
be addressed as follows:
SafeGuard Health Enterprises, Inc.
95 Enterprise
Aliso Viejo, California 92656
Attention: President and Chief Executive Officer
Exhibit 10.19
-4-
{PAGE}
Any notice to be _____________
SAFEGUARD HEALTH ENTERPRISES, – will be final and binding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
CONSULTANT SAFEGUARD HEALTH ENTERPRISES, INC.,
/s/ Steven J. Baileys, DDS BY: /s/ James E. Buncher
------------------------------ --------------------------------------
STEVEN J. BAILEYS, DDS JAMES E. BUNCHER
President and Chief Executive _____________
dt 231125
| |
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 | 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (63K)
Doc #292491: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the Execution Date set forth on the signature page hereof ("Execution Date"), by and between TOTAL DENTAL ADMINISTRATORS HEALTH PLAN, INC., an Arizona corporation ("TDAHP" or "Buyer") and SAFEGUARD HEALTH PLANS, INC., an Arizona corporation ("SafeGuard" or "Seller"), with reference to the following facts:
A. SafeGuard is the owner of certain assets identified as all of SafeGuard's group contracts, individual member contracts, provider contracts, agent/broker contracts, and all other contracts related to SafeGuard's prepaid dental plan business located in Arizona, excluding SafeGuard's name and subsidiary corporation domiciled and licensed in Arizona (the "Purchased Assets").
B. Buyer is an Arizona corporation licensed as a Prepaid Dental Plan Organization in the state of Arizona.
C. Seller and Buyer entered into a letter of agreement dated November 20, 2000 (the "Letter of Intent"), pursuant to which Seller has agreed to sell to Buyer, and Buyer agreed to purchase from Seller, the Purchased Assets, upon terms and conditions set forth in the Letter of Intent, subject to (i) Buyer's satisfactory completion of its legal, financial and operating due diligence review regarding the Purchased Assets ("Buyer's Due Diligence Review") and (ii) the parties' completion of definitive documents that shall set forth all of the terms and conditions of the transactions contemplated by the Letter of Intent (collectively, the "Transaction") consistent with the terms of the Letter of Intent.
IN CONSIDERATION of the recitals, covenants, conditions and promises herein contained, and for other valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Buyer and Seller hereby agree as follows:
1. Purchase and Sale. -------------------
1.1 Purchased Assets. Seller shall sell to Buyer, and Buyer shall ----------------- purchase from Seller, the Purchased Assets described on Exhibit A, attached hereto and incorporated herein by this reference as if set forth in full, (the "Purchased Assets"), in exchange for the Purchase Price and other consideration described herein below.
1.2 No Liens and Encumbrances. Seller shall convey the Purchased ---------------------------- Assets to Buyer free and clear of all liens, pledges, security interests, rights of first refusal, options, restrictions, encumbrances, liabilities and defects in title, including, without limitation, any deeds of trust, mortgages, indentures, financing statements or similar security interests that secure debts of the Seller.
2. Consideration. -------------
2.1 Purchase Price. The total purchase price for the Purchased Assets --------------- ("Purchase Price") shall be one thousand dollars ($1,000) payable in cash at closing.
2.2 No Assumption of Liability by Buyer. Seller and Buyer acknowledge ------------------------------------ and agree that Buyer shall not hereunder or otherwise assume any of liabilities or obligations of Seller, or of any other party, arising with respect to the Purchased Assets, whether known or unknown, disclosed or undisclosed, including without limitation those relating to: (i) any taxes that may be assessed or due
{PAGE} for any period prior to the Effective Time; (ii) any claim or lien of any governmental agency for or arising out of events occurring during any period prior to the Effective Time; (iii) any claims or liabilities whatsoever incurred, existing or arising out of events, or out of errors or omissions of Seller or its predecessors in interest to the Purchased Assets, or their respective officers, directors, employees, contractors or agents, occurring prior to the Effective Time; (v) any liability for borrowed money or other indebtedness incurred prior to the Effective Time.
2.3 No Retention of Liability by Seller. Seller and Buyer acknowledge ------------------------------------ and agree that Seller shall not hereunder or otherwise assume any of liabilities or obligations of Buyer, or of any other party, arising with respect to the Purchased Assets, whether known or unknown, disclosed or undisclosed, including without limitation those relating to: (i) any taxes that may be assessed or due for any period after the Effective Time; (ii) any claim or lien of any governmental agency for or arising out of events occurring after the Effective Time; (iii) any claims or liabilities whatsoever incurred, existing or arising out of events, or out of errors or omissions of Buyer or its predecessors in interest to the Purchased Assets, or their respective officers, directors, employees, contractors or agents, occurring after the Effective Time; or (v) any liability for borrowed money or other indebtedness incurred after the Effective Time.
3. Closing. --------
3.1 Closing Time. The consummation of the Transaction ("Closing") ------------- shall occur as of the Effective Time on not less than forty eight (48) hours notice and at such location and on such time and place as shall be fixed by the mutual written consent of the parties hereto ("Closing Time"). Notwithstanding the foregoing, in the event that the conditions precedent set forth in Section 11 (Conditions Precedent) of this Agreement have not been satisfied or waived --------------------- prior to the Closing Time, either party hereto shall have the right at its option to extend the Closing Time for an additional period of time necessary to satisfy such conditions, such additional period not to extend beyond an additional thirty (30) days. Notwithstanding anything to the contrary contained herein, the closing of the Transaction shall occur not later than one hundred twenty (120) days after the execution of this agreement.
3.2 Effective Time. All transactions consummated pursuant to this --------------- Agreement shall be deemed to have been consummated at 12:00 a.m. on the date of the Closing Time (the "Effective Time").
3.3 Post-Closing Cooperation. Following the Closing, Seller shall ------------------------- execute and deliver such documents, and provide such other assurances and cooperation, as Buyer shall reasonably request to provide to Buyer the ownership and benefit of the Purchased Assets and to arrange for an effective transition in the ownership of the Purchased Assets to Buyer.
4. Representations, Warranties and Agreements of Seller. Seller makes the ------------------------------------------------------ following representations, warranties and agreements for the purpose of inducing Buyer to enter into this Agreement and consummate the sale and purchase of the Assets. The term "Material" as used in this Section 4 (Representations, ---------------- Warranties and Agreements of Seller) means (a) with respect to any contractual ------------------------------ obligation, any such obligation of SafeGuard that involves the payment or receipt of Ten Thousand Dollars ($10,000) or more in any one (1) year, (b) with respect to the breach or violation of any contractual obligation by Seller, any such breach or violation having potential consequences that could materially and adversely affect Seller's business, operations, assets or financial condition, Seller's ability to perform its obligations under this Agreement or Buyer's purchase of the Purchased Assets or the ownership or use thereof by Buyer, or
292491
| Total Dental Administrators Health Plan, Inc.;
| SafeGuard Health Plans, Inc.
|
Preview
Full Doc
 | 2000 |
Assignment and Assumption Agreement
Assignment and Assumption Agreement (4K)
Doc #292526: Click preview link for longer preview.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into this 1st day of March, 2000, by and among CAI Partners and Company II, L.P., an Ontario limited partnership, and CAI Capital Partners and Company II, L.P., an Ontario limited partnership (collectively, "Assignor"), and CAI Capital Partners and Company II-C, L.P., an Ontario limited partnership ("Assignee").
WHEREAS, in accordance with, and pursuant to, that certain Term Sheet Agreement dated as of March 1, 2000, among SafeGuard Health Enterprises, Inc. (the "Company"), each Assignor, Jack R. Anderson, Silicon Valley Bank, John Hancock Mutual Life Insurance Company and the other holders of the 7.91% Senior Notes of the Company due September 30, 2005 and Steven J. Baileys (the "Purchase Agreement"), Assignor and Assignee have agreed to enter into this Agreement (all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement);
NOW, THEREFORE, in consideration of their obligations under the Purchase Agreement, and their mutual agreements, covenants and undertakings and the mutual agreements, covenants and undertakings of the parties herein contained, it is agreed as follows:
292526
|
Safeguard Health
As referenced in this Assignment and Assumption Agreement:
SafeGuard Health Enterprises, – Ontario limited partnership
("Assignee").
WHEREAS, in accordance with, and pursuant to, that certain Term Sheet
Agreement dated as of March 1, 2000, among SafeGuard Health Enterprises, Inc.
(the "Company"), each Assignor, Jack R. Anderson, Silicon Valley Bank, John
Hancock Mutual Life Insurance Company and the other holders of _____________
dt 231138
;
SVB
As referenced in this Assignment and Assumption Agreement:
Silicon Valley Bank, – that certain Term Sheet
Agreement dated as of March 1, 2000, among SafeGuard Health Enterprises, Inc.
(the "Company"), each Assignor, Jack R. Anderson, Silicon Valley Bank, John
Hancock Mutual Life Insurance Company and the other holders of the 7.91% Senior
Notes of the Company due September 30, _____________
dt 241537
;
CAI Partners and Company II, L.P.;
| CAI Capital Partners and Company II, L.P.;
Jack R. Anderson;
John Hancock Mutual Life Insurance Company
|
Preview
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 | 2003 |
Assumption and Indemnity Reinsurance Agreement
Assumption and Indemnity Reinsurance Agreement (90K)
Doc #164877: Click preview link for longer preview.
ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT
THIS ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT (this "Agreement"), dated as of June 30, 2003, is made by and among HEALTH NET LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Company"), and SAFEHEALTH LIFE INSURANCE COMPANY, a California domiciled ------- life and disability insurance company (the "Reinsurer"). The Company and the --------- Reinsurer are referred to herein collectively as the "Parties". -------
WHEREAS, the Company desires to transfer and assign to the Reinsurer all of the Company's right, title and interest in and to the Novated Vision Policies;
WHEREAS, the Reinsurer desires to assume all of the Company's duties and obligations in connection with, relating to, or arising at any time out of such Novated Vision Policies upon the terms and conditions set forth herein;
WHEREAS, the Company desires to cede, on an indemnity reinsurance basis, to the Reinsurer, the Company's Policy Liabilities in connection with, relating to and arising out of the Non-Novated Vision Policies, upon the terms and conditions set forth herein;
WHEREAS, the Reinsurer desires to reinsure on an indemnity reinsurance basis the Company's Policy Liabilities arising under or in connection with the Non-Novated Vision Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of June 30, 2003 (the "Purchase and Sale Agreement") which --------------------------- calls for the execution and delivery of this Agreement as of the Closing of the transactions contemplated thereunder;
NOW, THEREFORE, in consideration of the mutual covenants and promises, and upon the terms and conditions hereinafter set forth, the Parties hereto agree as follows.
ARTICLE I DEFINITIONS -----------
Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below.
"Claims" shall have the meaning set forth in Section 7.03. ------
"Dispute" shall have the meaning set forth in Section 11.02. -------
"Disputed Claim" shall have the meaning set forth in Section 7.03. ---------------
{PAGE} "Disputed Complaint" shall have the meaning set forth in Section 7.05. -------------------
"Effective Time" means 11:59 p.m. Pacific Time, on the Closing Date. ---------------
"Extra-Contractual Liabilities" means any and all liabilities and ------------------------------ obligations of any nature, kind or description (i) for consequential, extra-contractual, tort, bad faith, exemplary, punitive, special or similar damages and (ii) for statutory or regulatory damages, fines, penalties, forfeitures, and similar charges of a penal or disciplinary nature.
"GAAP" means generally accepted accounting principles consistently applied ---- throughout the specified period and in a comparable period in the immediately preceding year.
"JAMS" shall have the meaning set forth in Section 11.03. ----
"Member Materials" shall have the meaning set forth in Section 3.01. -----------------
"Members" means the individuals (including their covered spouses and ------- covered dependents) entitled to Vision Services pursuant to Vision Policies.
"Non-Novated Vision Policies" shall have the meaning set forth in Section ----------------------------- 2.04.
"Novated Vision Policies" means those Vision Policies transferred to the ------------------------- Reinsurer by novation as of the Novation Date and under which Vision Policies the Reinsurer shall have become the successor to the Company under the Vision Policies as described in Section 2.03.
"Novation Date" shall have the meaning set forth in Section 3.02 hereof. --------------
"Obligations" shall have the meaning set forth in Section 2.01 hereof. -----------
"Policy Liabilities" means the Company's gross liabilities and obligations ------------------- arising under or in connection with the Vision Policies to the extent the same are unpaid or unperformed on or after the Effective Time, before deduction for all other applicable cessions, if any, under the Company's reinsurance programs. In addition, the term "Policy Liabilities" shall include:
(a) all Extra-Contractual Liabilities that arise from any act, error or omission after the Effective Time, whether or not intentional, in bad faith or otherwise, by the Reinsurer or any of its affiliates, or any of their respective officers, employees, agents or representatives relating to the Vision Policies, and any attorneys' fees incurred by the Reinsurer or the Company related to such Extra-Contractual Liabilities;
(b) all liabilities and obligations for premium taxes arising on account of any premiums with respect to the Vision Policies allocable to coverage after the Effective Time;
(c) all liabilities and obligations for returns or refunds of premiums (irrespective of when due) under the Vision Policies;
164877
|
Safeguard Health
As referenced in this Assumption and Indemnity Reinsurance Agreement:
SafeGuard Health Enterprises, – Novated Vision Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and
SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale
Agreement dated as of June 30, 2003 (the "Purchase and Sale Agreement") which
---------------------------
calls _____________
SafeGuard Health Enterprises, – customary for communications of
such respective type). Notices shall be effective upon receipt and shall be
addressed as follows:
If to the Reinsurer: SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Attn.: James E. Buncher
President and Chief Executive Officer
Tel: (949) 425-4100
_____________
SafeGuard Health Enterprises, – Tel: (949) 425-4100
Fax: (949) 425-4101
-13-
{PAGE}
with a copy to:
Ronald I. Brendzel
Senior Vice President and General Counsel
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Tel: (949) 425-4110
Fax: (949) 425-4586
and
David K. Meyercord
Strasburger _____________
dt 231030
;
Health Net
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Health Net, Inc – connection with the
Non-Novated Vision Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc . and
SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale
Agreement dated as of June 30, 2003 (the "Purchase and _____________
Health Net, Inc – Price, LLP
901 Main Street, Ste. 4300
Dallas, Texas 75202-3794
Tel: (214) 651-4525
Fax: (214) 659-4023
If to the Company:
Health Net, Inc .
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
with a copy to:
Sonnenschein Nath & Rosenthal
685 _____________
dt 230831
;
Sonnenschein
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Sonnenschein – Woodland Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
with a copy to:
Sonnenschein Nath & Rosenthal
685 Market Street, 6th Floor
San Francisco, California 94105
Attention: Kenneth B.
dt 31265
;
| Health Net Life Insurance Company;
SafeHealth Life Insurance Company
|
Preview
Full Doc
 | 2003 |
Assumption and Indemnity Reinsurance Agreement
Assumption and Indemnity Reinsurance Agreement (78K)
Doc #165245: Click preview link for longer preview.
ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT
THIS ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT (this "Agreement"), dated as of April 7, 2003, is made by and among HEALTH NET LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Company"), and SAFEHEALTH LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Reinsurer"). The Company and the Reinsurer are referred to herein collectively as the "Parties".
WHEREAS, the Company desires to transfer and assign to the Reinsurer all of the Company's right, title and interest in and to the Novated Dental Policies;
WHEREAS, the Reinsurer desires to assume all of the Company's duties and obligations in connection with, relating to, or arising at any time out of such Novated Dental Policies upon the terms and conditions set forth herein;
WHEREAS, the Company desires to cede, on an indemnity reinsurance basis, to the Reinsurer, the Company's Policy Liabilities in connection with, relating to and arising out of the Non-Novated Dental Policies, upon the terms and conditions set forth herein;
WHEREAS, the Reinsurer desires to reinsure on an indemnity reinsurance basis the Company's Policy Liabilities arising under or in connection with the Non-Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of April 7, 2003 (the "Purchase and Sale Agreement") which calls for the execution and delivery of this Agreement as of the Closing of the transactions contemplated thereunder;
NOW, THEREFORE, in consideration of the mutual covenants and promises, and upon the terms and conditions hereinafter set forth, the Parties hereto agree as follows.
ARTICLE I DEFINITIONS
Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below.
"Claims" shall have the meaning set forth in Section 7.03.
"Dental Policies" means all policies or other agreements (including all supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as specified therein, which policies or other agreements (i) are in effect as of the Effective Time or (ii) become effective after the Effective Time, including through (A) the reinstatement of lapsed policies pursuant to provisions therein or of applicable law, or (B) the issuance or renewal thereof by the Company after the Effective Time to honor quotes outstanding as of the Effective Time, or to satisfy renewal rights of individuals, employers or other group sponsors under contractual provisions or applicable law, or (C) modifications agreed to by the Reinsurer on behalf of the Company pursuant to the authority granted to the Reinsurer under Section 7.01 of this Agreement, provided, however, Dental Policies shall not include any policy or other agreements (including all supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as a Medicare + Choice Preferred Provider Organization pursuant to Contract Number P01239 by and between the Company and the Centers for Medicare and Medicaid Services.
"Dental Services" shall have the meaning set forth in Section 7.07.
"Dispute" shall have the meaning set forth in Section 11.02.
"Disputed Claim" shall have the meaning set forth in Section 7.03.
"Disputed Complaint" shall have the meaning set forth in Section 7.05.
"Effective Time" means 11:59 p.m. Pacific Time, on the Closing Date.
"Extra-Contractual Liabilities" means any and all liabilities and obligations of any nature, kind or description (i) for consequential, extra-contractual, tort, bad faith, exemplary, punitive, special or similar damages and (ii) for statutory or regulatory damages, fines, penalties, forfeitures, and similar charges of a penal or disciplinary nature.
"GAAP" means generally accepted accounting principles consistently applied throughout the specified period and in a comparable period in the immediately preceding year.
"JAMS" shall have the meaning set forth in Section 11.03.
"Member Materials" shall have the meaning set forth in Section 3.01.
"Members" means the individuals (including their covered spouses and covered dependents) entitled to Dental Services pursuant to Dental Policies.
"Non-Novated Dental Policies" shall have the meaning set forth in Section 2.04.
"Novated Dental Policies" means those Dental Policies transferred to the Reinsurer by novation as of the Novation Date and under which Dental Policies the Reinsurer shall have become the successor to the Company under the Dental Policies as described in Section 2.03.
"Novation Date" shall have the meaning set forth in Section 3.02 hereof.
"Obligations" shall have the meaning set forth in Section 2.01 hereof.
"Policy Liabilities" means the Company's gross liabilities and obligations arising under or in connection with the Dental Policies to the extent the same are unpaid or unperformed on or after the Effective Time, before deduction for all other applicable cessions, if any, under the Company's reinsurance programs. In addition, the term "Policy Liabilities" shall include:
(a) all Extra-Contractual Liabilities that arise from any act, error or omission after the Effective Time, whether or not intentional, in bad faith or otherwise, by the Reinsurer or any of its affiliates, or any of their respective officers, employees, agents or representatives relating to the Dental Policies, and any attorneys' fees incurred by the Reinsurer or the Company related to such Extra-Contractual Liabilities;
(b) all liabilities and obligations for premium taxes arising on account of any premiums with respect to the Dental Policies allocable to coverage after the Effective Time;
(c) all liabilities and obligations for returns or refunds of premiums (irrespective of when due) under the Dental Policies;
(d) any assessment required by any insurance guaranty, insolvency, comprehensive health association or other similar fund maintained by any jurisdiction relating to the Dental Policies assessed or imposed on the basis of premium for coverage after the Effective Time;
(e) all liabilities and obligations for commission payments and other compensation, if any, due and payable with respect to the Dental Policies to or for the benefit of agents and brokers to the extent that such amount accrues after the Effective Time;
165245
|
Safeguard Health
As referenced in this Assumption and Indemnity Reinsurance Agreement:
SafeGuard Health Enterprises, – Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of April 7, 2003 (the "Purchase and Sale Agreement") which calls _____________
SafeGuard Health Enterprises, – customary for communications of such respective type). Notices shall be effective upon receipt and shall be addressed as follows:
If to the Reinsurer:
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Attn.: James E. Buncher
President and Chief Executive Officer
Tel: (949) 425-4100
_____________
SafeGuard Health Enterprises, – Executive Officer
Tel: (949) 425-4100
Fax: (949) 425-4101
with a copy to:
Ronald I. Brendzel
Senior Vice President and General Counsel
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Tel: (949) 425-4110
Fax: (949) 425-4586
and
David K. Meyercord
Strasburger _____________
dt 231031
;
Health Net
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Health Net, Inc – connection with the Non-Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc . and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of April 7, 2003 (the "Purchase and _____________
Health Net, Inc – Price, LLP
901 Main Street, Ste. 4300
Dallas, Texas 75202-3794
Tel: (214) 651-4525
Fax: (214) 659-4023
If to the Company:
Health Net, Inc .
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
11
with a copy to:
Sonnenschein Nath & Rosenthal
_____________
dt 230832
;
Sonnenschein
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Sonnenschein – Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
11
with a copy to:
Sonnenschein Nath & Rosenthal
685 Market Street, 6th Floor
San Francisco, California 94105
Attention: Kenneth B.
dt 31266
;
| Health Net Life Insurance Company;
SafeHealth Life Insurance Company
|
Preview
Full Doc
 | 2003 |
Assumption and Indemnity Reinsurance Agreement
Assumption and Indemnity Reinsurance Agreement (93K)
Doc #168323: Click preview link for longer preview.
ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT
THIS ASSUMPTION AND INDEMNITY REINSURANCE AGREEMENT (this "Agreement"), --------- dated as of April 7, 2003, is made by and among HEALTH NET LIFE INSURANCE COMPANY, a California domiciled life and disability insurance company (the "Company"), and SAFEHEALTH LIFE INSURANCE COMPANY, a California domiciled life -------- and disability insurance company (the "Reinsurer"). The Company and the --------- Reinsurer are referred to herein collectively as the "Parties". -------
WHEREAS, the Company desires to transfer and assign to the Reinsurer all of the Company's right, title and interest in and to the Novated Dental Policies;
WHEREAS, the Reinsurer desires to assume all of the Company's duties and obligations in connection with, relating to, or arising at any time out of such Novated Dental Policies upon the terms and conditions set forth herein;
WHEREAS, the Company desires to cede, on an indemnity reinsurance basis, to the Reinsurer, the Company's Policy Liabilities in connection with, relating to and arising out of the Non-Novated Dental Policies, upon the terms and conditions set forth herein;
WHEREAS, the Reinsurer desires to reinsure on an indemnity reinsurance basis the Company's Policy Liabilities arising under or in connection with the Non-Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale Agreement dated as of April 7, 2003 (the "Purchase and Sale Agreement") which --------------------------- calls for the execution and delivery of this Agreement as of the Closing of the transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the mutual covenants and promises, and upon the terms and conditions hereinafter set forth, the Parties hereto agree as follows.
ARTICLE I DEFINITIONS -----------
Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given such terms in the Purchase and Sale Agreement. For purposes of this Agreement, the following terms shall have the meanings specified below.
"Claims" shall have the meaning set forth in Section 7.03. ------
"Dental Policies" means all policies or other agreements (including all ---------------- supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as specified therein, which policies or other agreements (i) are in effect as of the Effective Time or (ii)
{PAGE} become effective after the Effective Time, including through (A) the reinstatement of lapsed policies pursuant to provisions therein or of applicable law, or (B) the issuance or renewal thereof by the Company after the Effective Time to honor quotes outstanding as of the Effective Time, or to satisfy renewal rights of individuals, employers or other group sponsors under contractual provisions or applicable law, or (C) modifications agreed to by the Reinsurer on behalf of the Company pursuant to the authority granted to the Reinsurer under Section 7.01 of this Agreement, provided, however, Dental Policies shall not -------- ------- include any policy or other agreements (including all supplements, endorsements, riders and ancillary agreements in connection therewith) with individuals, employers or other group sponsors that obligate the Company to provide, arrange for the provision of, or indemnify for the cost of dental care services and dental supplies as a Medicare + Choice Preferred Provider Organization pursuant to Contract Number P01239 by and between the Company and the Centers for Medicare and Medicaid Services.
"Dental Services" shall have the meaning set forth in Section 7.07. ----------------
"Dispute" shall have the meaning set forth in Section 11.02. -------
"Disputed Claim" shall have the meaning set forth in Section 7.03. ---------------
"Disputed Complaint" shall have the meaning set forth in Section 7.05. -------------------
"Effective Time" means 11:59 p.m. Pacific Time, on the Closing Date. ---------------
"Extra-Contractual Liabilities" means any and all liabilities and ------------------------------ obligations of any nature, kind or description (i) for consequential, extra-contractual, tort, bad faith, exemplary, punitive, special or similar damages and (ii) for statutory or regulatory damages, fines, penalties, forfeitures, and similar charges of a penal or disciplinary nature.
"GAAP" means generally accepted accounting principles consistently applied ---- throughout the specified period and in a comparable period in the immediately preceding year.
"JAMS" shall have the meaning set forth in Section 11.03. ----
"Member Materials" shall have the meaning set forth in Section 3.01. -----------------
"Members" means the individuals (including their covered spouses and ------- covered dependents) entitled to Dental Services pursuant to Dental Policies.
"Non-Novated Dental Policies" shall have the meaning set forth in Section ---------------------------- 2.04.
"Novated Dental Policies" means those Dental Policies transferred to the ------------------------- Reinsurer by novation as of the Novation Date and under which Dental Policies the Reinsurer shall have become the successor to the Company under the Dental Policies as described in Section 2.03.
"Novation Date" shall have the meaning set forth in Section 3.02 hereof. --------------
"Obligations" shall have the meaning set forth in Section 2.01 hereof.
168323
|
Safeguard Health
As referenced in this Assumption and Indemnity Reinsurance Agreement:
SafeGuard Health Enterprises, – Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc. and
SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale
Agreement dated as of April 7, 2003 (the "Purchase and Sale Agreement") which
---------------------------
calls _____________
SafeGuard Health Enterprises, – customary for communications of
such respective type). Notices shall be effective upon receipt and shall be
addressed as follows:
If to the Reinsurer:
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Attn.: James E. Buncher
President and Chief Executive Officer
Tel: (949) 425-4100
_____________
SafeGuard Health Enterprises, – Executive Officer
Tel: (949) 425-4100
Fax: (949) 425-4101
with a copy to:
Ronald I. Brendzel
Senior Vice President and General Counsel
SafeGuard Health Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656
Tel: (949) 425-4110
Fax: (949) 425-4586
and
-13-
{PAGE}
David K. _____________
dt 231032
;
Health Net
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Health Net, Inc – connection with the
Non-Novated Dental Policies, upon the terms and conditions set forth herein; and
WHEREAS, in connection with the foregoing, the Health Net, Inc . and
SafeGuard Health Enterprises, Inc. have entered into the Purchase and Sale
Agreement dated as of April 7, 2003 (the "Purchase and _____________
Health Net, Inc – Price, LLP
901 Main Street, Ste. 4300
Dallas, Texas 75202-3794
Tel: (214) 651-4525
Fax: (214) 659-4023
If to the Company:
Health Net, Inc .
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
with a copy to:
Sonnenschein Nath & Rosenthal
685 _____________
dt 230833
;
Sonnenschein
As referenced in this Assumption and Indemnity Reinsurance Agreement:
Sonnenschein – Woodland Hills, California 91367
Attention: General Counsel
Facsimile: (818) 676-7503
with a copy to:
Sonnenschein Nath & Rosenthal
685 Market Street, 6th Floor
San Francisco, California 94105
Attention: Kenneth B. Schnoll
dt 31267
;
| Health Net Life Insurance Company;
SafeHealth Life Insurance Company
|
Preview
Full Doc
 | 2003 | | | |
Preview
Full Doc
 | 2003 | | | |
Preview
Full Doc
 | 2003 |
Convertible Note
Convertible Note (42K)
Doc #162563: Click preview link for longer preview.
THE NOTE REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK UNDERLYING SUCH NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC. SIX PERCENT (6%) CONVERTIBLE NOTE OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"), for value received, hereby promises to pay to the order of ________________________________ ("Holder") or the registered assigns of the Holder, the sum of ____________________________________________________ ($__________), together with interest on the unpaid principal balance hereof. The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:
1. Definitions. As used in this Note, the following terms, unless the ----------- context otherwise requires, have the following meanings:
(a) "Common Stock" means the Common Stock, $0.01 par value per share, of the Company.
(b) "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Note.
(c) "Holder," when the context refers to a holder of this Note, shall mean any person who shall at the time be the registered holder of this Note.
(d) "Change of Control" shall mean (i) the merger, statutory share exchange, or consolidation of the Company with or into another entity, or any corporate reorganization in which the shareholders of the Company immediately prior to such transaction do not hold more than fifty percent (50%) or more of the voting securities of the continuing or surviving entity, (ii) any transaction or series of transactions by the Company in which in excess of fifty percent (50%) of the voting power of the outstanding securities of the Company is transferred or (iii) a sale of all or substantially all of the assets of the Company.
162563
|
Safeguard Health
As referenced in this Convertible Note:
SAFEGUARD HEALTH ENTERPRISES, – EFFECTIVE REGISTRATION STATEMENT
FOR THE NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN
OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. _____________
SAFEGUARD HEALTH ENTERPRISES, – OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN
OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY _____________
SAFEGUARD HEALTH ENTERPRISES, – SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
_____________
SAFEGUARD HEALTH ENTERPRISES, – FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"),
_____________
SAFEGUARD HEALTH ENTERPRISES, – TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"),
for value received, hereby promises to pay to the order of
________________________________ ("Holder") or the registered _____________
dt 231029
| |
Preview
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 | 2003 |
Convertible Note
Convertible Note (42K)
Doc #292439: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.58 {SEQUENCE}8 {FILENAME}doc7.txt {TEXT}
THE NOTE REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK UNDERLYING SUCH NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC. SIX PERCENT (6%) CONVERTIBLE NOTE OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"), for value received, hereby promises to pay to the order of ________________________________ ("Holder") or the registered assigns of the Holder, the sum of ____________________________________________________ ($__________), together with interest on the unpaid principal balance hereof. The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:
1. Definitions. As used in this Note, the following terms, unless the ----------- context otherwise requires, have the following meanings:
(a) "Common Stock" means the Common Stock, $0.01 par value per share, of the Company.
(b) "Company" includes any corporation which shall succeed to or assume the obligations of the Company under this Note.
(c) "Holder," when the context refers to a holder of this Note, shall mean any person who shall at the time be the registered holder of this Note.
(d) "Change of Control" shall mean (i) the merger, statutory share exchange, or consolidation of the Company with or into another entity, or any corporate reorganization in which the shareholders of the Company immediately prior to such transaction do not hold more than fifty percent (50%) or more of the voting securities of the continuing or surviving entity, (ii) any transaction or series of transactions by the Company in which in excess of fifty percent (50%) of the voting power of the outstanding securities of the Company is transferred or (iii) a sale of all or substantially all of the assets of the Company.
1 {PAGE} (e) "Note" shall mean this Note and "Notes" shall mean all the 6% Convertible Notes of the Company issued the same date as this Note.
2. Interest. --------
(a) Interest Rate. The unpaid principal balance of this Note shall -------------- bear interest at a rate equal to six percent (6%) per annum from the date hereof until paid in full.
(b) Payment of Principal and Interest. Interest shall accrue from the ---------------------------------- date the funds are advanced to the Company. Payments of interest only shall be due and payable quarterly on each March 31, June 30, September 30 and December 31, commencing December 31, 2003 and ending on September 30, 2009. Payments of principal and interest shall be due and payable quarterly on each March 31, June 30, September 30, and December 31, commencing December 31, 2009 and ending on June 30, 2013, based upon a ten (10) year amortization schedule, as set forth in EXHIBIT A attached hereto. Accrued interest and the remaining principal balance shall be due and payable on September 30, 2013.
(c) Interest After Maturity. All past due principal of, and accrued ------------------------- interest on, this Note shall bear interest from maturity (whether stated, by acceleration or otherwise) until paid at the rate of eighteen percent (18%) per annum.
3. (Intentionally Omitted.)
4. Voluntary Prepayment. The Company shall have the right to prepay, --------------------- in whole only, this Note at any time to any of the persons and/or entities as set forth in EXHIBIT B attached hereto and incorporated by reference herein, at any time and from time to time without premium or penalty; provided that the Company must give the Holder not less than twenty (20) days prior written notice of any proposed prepayment and the date on which such prepayment will be made. The prepayment amount shall be based upon the following multiples of the face value of the Note, as follows:
PERIOD PERCENTAGE AMOUNT ------ -----------------
(i) From October 1, 2003 through September 30, 2010 229% (ii) From October 1, 2010 through September 30, 2011 257% (iii) From October 1, 2011 through September 30, 2012 286% (iv) From October 1, 2012 through September 30, 2013 323%
5. Mandatory Prepayment. ---------------------
(a) Upon Liquidation of the Company. In the event of any voluntary or -------------------------------- involuntary liquidation, dissolution or winding up of the Company, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of capital stock of the Company by reason of their ownership thereof, all outstanding principal and unpaid accrued interest on this Note shall be immediately due and payable.
2 {PAGE} (b) Upon Change of Control. In the event of a Change of Control of the ---------------------- Company, all outstanding principal and unpaid accrued interest on this Note shall be immediately due and payable, at the option of the holder.
(c) Upon Event of Default. Upon the occurrence of an Event of Default, --------------------- the maturity of this Note may be accelerated as provided in Section 6 hereof.
6. Events of Default. -------------------
(a) The failure to pay this Note or any installment hereunder, whether principal or interest, as it becomes due shall constitute an Event of Default and shall, at the election of the Holder, without demand, presentment, notice of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices and further actions of any kind, all of which are hereby waived by the Company, mature the principal of this Note and all interest then accrued, and the same shall at once become due and payable in full.
(b) The commencement of a voluntary bankruptcy case by the Company or the consent by the Company to the entry of an order for relief against it in any voluntary bankruptcy case or the consent by the Company to the appointment of a
292439
|
Safeguard Health
As referenced in this Convertible Note:
SAFEGUARD HEALTH ENTERPRISES, – EFFECTIVE REGISTRATION STATEMENT
FOR THE NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN
OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. _____________
SAFEGUARD HEALTH ENTERPRISES, – OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN
OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY _____________
SAFEGUARD HEALTH ENTERPRISES, – SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM
COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
_____________
SAFEGUARD HEALTH ENTERPRISES, – FOR THE PROPOSED
TRANSFEROR REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. TO THE
EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"),
_____________
SAFEGUARD HEALTH ENTERPRISES, – TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
SAFEGUARD HEALTH ENTERPRISES, INC.
SIX PERCENT (6%) CONVERTIBLE NOTE
OCTOBER 30, 2003
NOTE NO. ___ $______________
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation (the "Company"),
for value received, hereby promises to pay to the order of
________________________________ ("Holder") or the registered _____________
dt 231058
| |
Preview
Full Doc
 | 2002 |
Convertible Promissory Note
Convertible Promissory Note (54K)
Doc #138866: Click preview link for longer preview.
THIS NOTE AND THE COMMON STOCK ISSUABLE ON EXERCISE OF THE CONVERSION OPTION SET FORTH IN THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION.
TRANSFER OF THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED THE SAME DATE AS THIS NOTE, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF SAFEGUARD HEALTH ENTERPRISES, INC. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE ON CONVERSION OF THIS NOTE MAY NOT BE SOLD OR OTHERWISE DISPOSED, EXCEPT IN ACCORDANCE WITH THAT AGREEMENT. A COPY OF THE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE ON RECEIPT BY SAFEGUARD HEALTH ENTERPRISES, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY NOTE
Borrower: SAFEGUARD HEALTH ENTERPRISES, INC.
Holder: JACK R. ANDERSON
Initial Principal Amount: $2,000,000 Date of Note: August 8, 2002
1. PROMISE TO PAY, INTEREST RATE. For value received, SafeGuard Health Enterprises, Inc., a Delaware corporation ("BORROWER"), promises to pay to the order of Jack R. Anderson ("HOLDER"), in lawful money of the United States of America, the sum of Two Million and 00/100 Dollars ($2,000,000), together with interest assessed on a fixed-rate basis at a rate of seven percent (7%) per annum.
2. MATURITY. Borrower shall pay the outstanding principal amount of this Note, together with any accrued unpaid interest, on the earliest of (a) August 7, 2005, or (b) at the Holder's election, the occurrence of a Change in Control (as defined in the next sentence), all subject to the right of acceleration described below (the "MATURITY DATE"). A "CHANGE OF CONTROL" means (w) equity holders of Borrower approve a liquidation of all or substantially all of Borrower's assets; (x) a sale, lease, exchange, or other transfer of all or more than 50% in value of the assets of Borrower in one transaction or a series of transactions; (y) a merger, consolidation, reorganization, tender offer, exchange offer, or share exchange in which securities possessing more than fifty percent (50%) of the total combined voting power of Borrower's outstanding securities are transferred to a person or persons different from those persons holding those securities prior to such transaction; or (z) the occurrence of any event, transaction, or
{PAGE} arrangement that results in any person or group other than the shareholders of Borrower prior to such event, transaction, or arrangement becoming the beneficial owner, either directly or indirectly, of a majority of the outstanding Common Stock.
3. PAYMENTS. Except as otherwise provided in this Note, this Note shall be due and payable in equal monthly installments of principal and interest in the amount of Sixty-One Thousand Seven Hundred Fifty-Four and 19/100th Dollars ($61,754.19), and in a final payment of all outstanding principal and unpaid accrued interest on the Maturity Date. Each payment will be due and payable on the first Business Day of each month of each year during the term of this Note, commencing on the first Business Day of the first full month that commences more than fifteen days after this Note is executed and delivered. Borrower may not prepay this Note without Holder's prior consent.
In the event a portion of this Note is converted into Common Stock of SafeGuard pursuant to Section 11 of this Note, the amount of the monthly installments of principal and interest specified above will be adjusted. The parties will recalculate the amount of the equal monthly installments of principal and interest based on the outstanding principal amount after the conversion and interest thereon over the remaining term of this Note.
4. OTHER TRANSACTION DOCUMENTS. Borrower shall be subject to the terms, conditions, and covenants of and shall comply with the provisions set forth in any agreements related to this Note.
5. BORROWER'S AFFIRMATIVE COVENANTS. Until full payment and performance of all obligations of Borrower under this Note, Borrower shall:
(a) Compliance. Comply, and cause its subsidiaries to comply,in all ---------- material respects with all applicable laws, ordinances, rules, regulations and governmental requirements.
(b) Conduct of Business: Maintenance of Corporate Status. Continue, ----------------------------------------------------- and cause each of its subsidiaries to continue, to engage in business of the same general type as now conducted by Borrower and its subsidiaries, and preserve, renew and keep in full force and effect, and cause each subsidiary to preserve, renew and keep in full force and effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided, however, if Borrower in good faith determines the action to be -------- ------- in the best interest of the Borrower and not materially disadvantageous to Borrower, Borrower may terminate the corporate existence of any subsidiary, surrender any license or certificate of authority of any subsidiary or sell the capital stock of any subsidiary.
(c) Deliver Stock Certificates. On conversion of all or part of this -------------------------- Note, promptly issue and deliver to Holder a certificate for the number of full shares of Common Stock issuable upon such conversion and, if applicable, a new Note evidencing any remaining principal amount not converted, in a form substantially identical to this Note.
138866
|
Safeguard Health
As referenced in this Convertible Promissory Note:
SAFEGUARD HEALTH ENTERPRISES, – EFFECTIVE REGISTRATION
STATEMENT FOR THIS NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR
(b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC.
FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE
PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY _____________
SAFEGUARD HEALTH ENTERPRISES, – OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR
(b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC.
FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE
PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT
REGISTRATION.
TRANSFER OF THIS _____________
SAFEGUARD HEALTH ENTERPRISES, – A REGISTRATION RIGHTS
AGREEMENT DATED THE SAME DATE AS THIS NOTE, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF SAFEGUARD HEALTH ENTERPRISES, INC. THIS NOTE AND THE SHARES
OF COMMON STOCK ISSUABLE ON CONVERSION OF THIS NOTE MAY NOT BE SOLD OR OTHERWISE
DISPOSED, _____________
SAFEGUARD
HEALTH ENTERPRISES, – ACCORDANCE WITH THAT AGREEMENT. A COPY OF THE AGREEMENT WILL
BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE ON RECEIPT BY SAFEGUARD
HEALTH ENTERPRISES, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE
OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY _____________
SAFEGUARD HEALTH ENTERPRISES, – AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE
OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY NOTE
Borrower: SAFEGUARD HEALTH ENTERPRISES, INC.
Holder: JACK R. ANDERSON
Initial Principal Amount: $2,000,000 Date of Note: August 8, 2002
1. PROMISE TO PAY, INTEREST _____________
dt 231024
;
| Jack R. Anderson
|
Preview
Full Doc
 | 2002 |
Convertible Promissory Note
Convertible Promissory Note (54K)
Doc #292465: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.30 {SEQUENCE}3 {FILENAME}doc2.txt {DESCRIPTION}EXHIBIT 10.30 {TEXT} THIS NOTE AND THE COMMON STOCK ISSUABLE ON EXERCISE OF THE CONVERSION OPTION SET FORTH IN THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC. FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION.
TRANSFER OF THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE ARE SUBJECT TO THE TERMS AND PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT DATED THE SAME DATE AS THIS NOTE, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF SAFEGUARD HEALTH ENTERPRISES, INC. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE ON CONVERSION OF THIS NOTE MAY NOT BE SOLD OR OTHERWISE DISPOSED, EXCEPT IN ACCORDANCE WITH THAT AGREEMENT. A COPY OF THE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE ON RECEIPT BY SAFEGUARD HEALTH ENTERPRISES, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY NOTE
Borrower: SAFEGUARD HEALTH ENTERPRISES, INC.
Holder: JACK R. ANDERSON
Initial Principal Amount: $2,000,000 Date of Note: August 8, 2002
1. PROMISE TO PAY, INTEREST RATE. For value received, SafeGuard Health Enterprises, Inc., a Delaware corporation ("BORROWER"), promises to pay to the order of Jack R. Anderson ("HOLDER"), in lawful money of the United States of America, the sum of Two Million and 00/100 Dollars ($2,000,000), together with interest assessed on a fixed-rate basis at a rate of seven percent (7%) per annum.
2. MATURITY. Borrower shall pay the outstanding principal amount of this Note, together with any accrued unpaid interest, on the earliest of (a) August 7, 2005, or (b) at the Holder's election, the occurrence of a Change in Control (as defined in the next sentence), all subject to the right of acceleration described below (the "MATURITY DATE"). A "CHANGE OF CONTROL" means (w) equity holders of Borrower approve a liquidation of all or substantially all of Borrower's assets; (x) a sale, lease, exchange, or other transfer of all or more than 50% in value of the assets of Borrower in one transaction or a series of transactions; (y) a merger, consolidation, reorganization, tender offer, exchange offer, or share exchange in which securities possessing more than fifty percent (50%) of the total combined voting power of Borrower's outstanding securities are transferred to a person or persons different from those persons holding those securities prior to such transaction; or (z) the occurrence of any event, transaction, or
{PAGE} arrangement that results in any person or group other than the shareholders of Borrower prior to such event, transaction, or arrangement becoming the beneficial owner, either directly or indirectly, of a majority of the outstanding Common Stock.
3. PAYMENTS. Except as otherwise provided in this Note, this Note shall be due and payable in equal monthly installments of principal and interest in the amount of Sixty-One Thousand Seven Hundred Fifty-Four and 19/100th Dollars ($61,754.19), and in a final payment of all outstanding principal and unpaid accrued interest on the Maturity Date. Each payment will be due and payable on the first Business Day of each month of each year during the term of this Note, commencing on the first Business Day of the first full month that commences more than fifteen days after this Note is executed and delivered. Borrower may not prepay this Note without Holder's prior consent.
In the event a portion of this Note is converted into Common Stock of SafeGuard pursuant to Section 11 of this Note, the amount of the monthly installments of principal and interest specified above will be adjusted. The parties will recalculate the amount of the equal monthly installments of principal and interest based on the outstanding principal amount after the conversion and interest thereon over the remaining term of this Note.
4. OTHER TRANSACTION DOCUMENTS. Borrower shall be subject to the terms, conditions, and covenants of and shall comply with the provisions set forth in any agreements related to this Note.
5. BORROWER'S AFFIRMATIVE COVENANTS. Until full payment and performance of all obligations of Borrower under this Note, Borrower shall:
(a) Compliance. Comply, and cause its subsidiaries to comply,in all ---------- material respects with all applicable laws, ordinances, rules, regulations and governmental requirements.
(b) Conduct of Business: Maintenance of Corporate Status. Continue, ----------------------------------------------------- and cause each of its subsidiaries to continue, to engage in business of the same general type as now conducted by Borrower and its subsidiaries, and preserve, renew and keep in full force and effect, and cause each subsidiary to preserve, renew and keep in full force and effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided, however, if Borrower in good faith determines the action to be -------- ------- in the best interest of the Borrower and not materially disadvantageous to Borrower, Borrower may terminate the corporate existence of any subsidiary, surrender any license or certificate of authority of any subsidiary or sell the capital stock of any subsidiary.
(c) Deliver Stock Certificates. On conversion of all or part of this -------------------------- Note, promptly issue and deliver to Holder a certificate for the number of full shares of Common Stock issuable upon such conversion and, if applicable, a new Note evidencing any remaining principal amount not converted, in a form substantially identical to this Note.
2 {PAGE} (d) Reserve Common Stock. Reserve and keep available, free from ---------------------- preemptive rights, from its authorized shares of Common Stock, the maximum number of shares that are issuable upon conversion of this Note.
(e) Taxes. Accurately prepare and timely file, and cause each ----- subsidiary to accurately prepare and timely file, all tax returns required by law to be filed on behalf of Borrower or subsidiary, as applicable. Borrower and each subsidiary shall promptly pay and discharge all taxes, assessments and governmental charges or levies imposed by applicable law upon them or upon their income or profit, or upon their properties, real, personal or mixed; provided, however, that neither Borrower nor any -------- ------- subsidiary shall be required to pay or cause to be paid any such tax, assessment, charge or levy if the same will not at the time be due and payable or if the validity thereof is contested in good faith by appropriate proceedings; provided further, however, that Borrower and -------- ------- ------- each subsidiary shall pay all such taxes, assessments, charges or levies forthwith whenever, as the result of proceedings to foreclose any lien which attached as security therefore, foreclosure on such lien appears imminent, or will obtain a surety bond or take such other steps as will prevent such foreclosure.
6. BORROWER'S NEGATIVE COVENANTS. Until it fully pays and performs all of its obligations under this Note, Borrower shall not:
292465
|
Safeguard Health
As referenced in this Convertible Promissory Note:
SAFEGUARD HEALTH ENTERPRISES, – EFFECTIVE REGISTRATION
STATEMENT FOR THIS NOTE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR
(b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC.
FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE
PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY _____________
SAFEGUARD HEALTH ENTERPRISES, – OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR
(b) AN OPINION REASONABLY SATISFACTORY TO SAFEGUARD HEALTH ENTERPRISES, INC.
FROM COUNSEL FOR SAFEGUARD HEALTH ENTERPRISES, INC. OR FROM COUNSEL FOR THE
PROPOSED TRANSFEROR TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT
REGISTRATION.
TRANSFER OF THIS _____________
SAFEGUARD HEALTH ENTERPRISES, – A REGISTRATION RIGHTS
AGREEMENT DATED THE SAME DATE AS THIS NOTE, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF SAFEGUARD HEALTH ENTERPRISES, INC. THIS NOTE AND THE SHARES
OF COMMON STOCK ISSUABLE ON CONVERSION OF THIS NOTE MAY NOT BE SOLD OR OTHERWISE
DISPOSED, _____________
SAFEGUARD
HEALTH ENTERPRISES, – ACCORDANCE WITH THAT AGREEMENT. A COPY OF THE AGREEMENT WILL
BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS NOTE ON RECEIPT BY SAFEGUARD
HEALTH ENTERPRISES, INC. AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE
OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY _____________
SAFEGUARD HEALTH ENTERPRISES, – AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE
OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING A COPY.
CONVERTIBLE PROMISSORY NOTE
Borrower: SAFEGUARD HEALTH ENTERPRISES, INC.
Holder: JACK R. ANDERSON
Initial Principal Amount: $2,000,000 Date of Note: August 8, 2002
1. PROMISE TO PAY, INTEREST _____________
dt 231083
;
| Jack R. Anderson
|
Preview
Full Doc
 | 2002 |
Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (50K)
Doc #292490: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-3.2 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT}
================================================================================
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
================================================================================
{PAGE} AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE ----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . 1 1.1 Registered Office and Agent. . . . . . . . . . 1 1.2 Other Offices. . . . . . . . . . . . . . . . . 1 Article 2 Shareholders. . . . . . . . . . . . . . . . . . . 1 2.1 Place and Manner of Meetings.. . . . . . . . . 1 2.2 Annual Meeting.. . . . . . . . . . . . . . . . 1 2.3 Voting List. . . . . . . . . . . . . . . . . . 1 2.4 Special Meetings.. . . . . . . . . . . . . . . 2 2.5 Notice.. . . . . . . . . . . . . . . . . . . . 2 2.6 Quorum.. . . . . . . . . . . . . . . . . . . . 2 2.7 Majority Vote; Withdrawal of Quorum. . . . . . 2 2.8 Method of Voting.. . . . . . . . . . . . . . . 2 2.9 Presiding Officer and Conduct of Meetings. . . 3 2.10 Record Date; Closing Transfer Books. . . . . . 3 2.11 Action Without Meeting.. . . . . . . . . . . . 3 Article 3 Directors . . . . . . . . . . . . . . . . . . . . 3 3.1 Management.. . . . . . . . . . . . . . . . . . 3 3.2 Number; Qualification; Election; Term. . . . . 3 3.3 Chairman.. . . . . . . . . . . . . . . . . . . 4 3.4 Change in Number.. . . . . . . . . . . . . . . 4 3.5 Removal. . . . . . . . . . . . . . . . . . . . 4 3.6 Vacancies. . . . . . . . . . . . . . . . . . . 4 3.7 Election of Directors. . . . . . . . . . . . . 4 3.8 Place and Manner of Meetings.. . . . . . . . . 4 3.9 First Meeting. . . . . . . . . . . . . . . . . 4
{PAGE} 3.10 Regular Meetings.. . . . . . . . . . . . . . . 5 3.11 Special Meetings.. . . . . . . . . . . . . . . 5 3.12 Action Without Meeting.. . . . . . . . . . . . 5 3.13 Quorum; Majority Vote. . . . . . . . . . . . . 5 3.14 Compensation.. . . . . . . . . . . . . . . . . 5 3.15 Procedure. . . . . . . . . . . . . . . . . . . 5 Article 4 Committees. . . . . . . . . . . . . . . . . . . . 5 4.1 Designation. . . . . . . . . . . . . . . . . . 5 4.2 Procedure. . . . . . . . . . . . . . . . . . . 6 4.3 Removal. . . . . . . . . . . . . . . . . . . . 6 Article 5 Notice. . . . . . . . . . . . . . . . . . . . . . 6 5.1 Method.. . . . . . . . . . . . . . . . . . . . 6 5.2 Waiver.. . . . . . . . . . . . . . . . . . . . 6 Article 6 Officers. . . . . . . . . . . . . . . . . . . . . 6 6.1 Number.. . . . . . . . . . . . . . . . . . . . 6 6.2 Election.. . . . . . . . . . . . . . . . . . . 6 6.3 Other Officers.. . . . . . . . . . . . . . . . 6 6.4 Term.. . . . . . . . . . . . . . . . . . . . . 7 6.5 Removal. . . . . . . . . . . . . . . . . . . . 7 6.6 Vacancies. . . . . . . . . . . . . . . . . . . 7 6.7 Compensation.. . . . . . . . . . . . . . . . . 7 6.8 Chairman of the Board. . . . . . . . . . . . . 7 6.9 Chief Executive Officer. . . . . . . . . . . . 7 6.10 Vice Chairman of the Board.. . . . . . . . . . 7 6.11 President. . . . . . . . . . . . . . . . . . . 7 6.12 Chief Operating Officer. . . . . . . . . . . . 7 6.13 Vice Presidents. . . . . . . . . . . . . . . . 8 6.14 Secretary. . . . . . . . . . . . . . . . . . . 8 6.15 Chief Financial Officer/Treasurer. . . . . . . 8 6.16 Assistant Officers.. . . . . . . . . . . . . . 8 6.17 When Duties of an Officer May be Delegated.. . 8 6.18 Officers Holding Two (2) or More Offices.. . . 8 6.19 Filling of Offices.. . . . . . . . . . . . . . 8
{PAGE} Article 7 Certificates, Shareholders and Stock Plans. . . . 8 7.1 Certificates.. . . . . . . . . . . . . . . . . 8 7.2 Replacement of Lost or Destroyed Certificates. 9 7.3 Transfer of Shares.. . . . . . . . . . . . . . 9 7.4 Registered Shareholders. . . . . . . . . . . . 9 7.5 Stock Option Plans.. . . . . . . . . . . . . . 9 Article 8 Indemnification . . . . . . . . . . . . . . . . . 9 8.1 Indemnification. . . . . . . . . . . . . . . . 9 Article 9 General Provisions. . . . . . . . . . . . . . . . 11 9.1 Dividends and Reserves.. . . . . . . . . . . . 11 9.2 Directors' Right of Inspection.. . . . . . . . 11 9.3 Books and Records. . . . . . . . . . . . . . . 11 9.4 Checks and Notes.. . . . . . . . . . . . . . . 11 9.5 Securities of Other Corporations.. . . . . . . 11 9.6 Fiscal Year. . . . . . . . . . . . . . . . . . 12 9.7 Seal.. . . . . . . . . . . . . . . . . . . . . 12 9.8 Resignation. . . . . . . . . . . . . . . . . . 12 9.9 Amendment of Bylaws. . . . . . . . . . . . . . 12 9.10 Table of Contents; Headings. . . . . . . . . . 12 9.11 Construction.. . . . . . . . . . . . . . . . . 12
{PAGE} AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered agent of SafeGuard Health Enterprises, Inc. (the "Corporation") shall be as designated with the Secretary of State of the State of Delaware, as it may be changed from time to time.
1.2 OTHER OFFICES. The Corporation may also have offices at such other ------------- places both within and without the State of Delaware, as the board of directors may from time to time determine, or as the business of the Corporation may require.
292490
|
Safeguard Health
As referenced in this Bylaws [Amended and Restated]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
================================================================================
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
================================================================================
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE
----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . _____________
SAFEGUARD HEALTH ENTERPRISES, – FILENAME}doc2.txt
{TEXT}
================================================================================
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
================================================================================
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE
----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . 1
1.1 Registered Office and Agent. . . . . . . . . . 1
1.2 Other Offices. . . . . . . . . . . . . . . . . 1
Article _____________
SAFEGUARD HEALTH ENTERPRISES, – 9.9 Amendment of Bylaws. . . . . . . . . . . . . . 12
9.10 Table of Contents; Headings. . . . . . . . . . 12
9.11 Construction.. . . . . . . . . . . . . . . . . 12
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
agent of SafeGuard Health Enterprises, Inc. (the " _____________
SafeGuard Health Enterprises, – RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
agent of SafeGuard Health Enterprises, Inc. (the "Corporation") shall be as
designated with the Secretary of State of the State of Delaware, as it may be
changed _____________
dt 231107
| |
Preview
Full Doc
 | 2001 |
Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (52K)
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{DOCUMENT} {TYPE}EX-3.2 {SEQUENCE}2 {FILENAME}doc2.txt {TEXT}
--------------------------------------------------------------------------------
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
--------------------------------------------------------------------------------
{PAGE} AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE ----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Registered Office and Agent . . . . . . . . . . . . . . . . 1 1.2 Other Offices.. . . . . . . . . . . . . . . . . . . . . . . 1
Article 2 Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Place and Manner of Meetings. . . . . . . . . . . . . . . . 1 2.2 Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . 1 2.3 Voting List.. . . . . . . . . . . . . . . . . . . . . . . . 1 2.4 Special Meetings. . . . . . . . . . . . . . . . . . . . . . 2 2.5 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.6 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.7 Majority Vote; Withdrawal of Quorum.. . . . . . . . . . . . 2 2.8 Method of Voting. . . . . . . . . . . . . . . . . . . . . . 2 2.9 Presiding Officer and Conduct of Meetings.. . . . . . . . . 3 2.10 Record Date; Closing Transfer Books.. . . . . . . . . . . . 3 2.11 Action Without Meeting. . . . . . . . . . . . . . . . . . . 3
Article 3 Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.1 Management. . . . . . . . . . . . . . . . . . . . . . . . . 3 3.2 Number; Qualification; Election; Term.. . . . . . . . . . . 3 3.3 Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.4 Change in Number. . . . . . . . . . . . . . . . . . . . . . 4 3.5 Removal.. . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.6 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . 4 3.7 Election of Directors.. . . . . . . . . . . . . . . . . . . 4 3.8 Place and Manner of Meetings. . . . . . . . . . . . . . . . 4 3.9 First Meeting.. . . . . . . . . . . . . . . . . . . . . . . 4
i {PAGE} 3.10 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . 5 3.11 Special Meetings. . . . . . . . . . . . . . . . . . . . . . 5 3.12 Action Without Meeting. . . . . . . . . . . . . . . . . . . 5 3.13 Quorum; Majority Vote.. . . . . . . . . . . . . . . . . . . 5 3.14 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 5 3.15 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . 5
Article 4 Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4.1 Designation.. . . . . . . . . . . . . . . . . . . . . . . . 5 4.2 Procedure.. . . . . . . . . . . . . . . . . . . . . . . . . 6 4.3 Removal.. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Article 5 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 5.1 Method. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 5.2 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Article 6 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.1 Number. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.2 Election. . . . . . . . . . . . . . . . . . . . . . . . . . 6 6.3 Other Officers. . . . . . . . . . . . . . . . . . . . . . . 6 6.4 Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6.5 Removal.. . . . . . . . . . . . . . . . . . . . . . . . . . 7 6.6 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . . . 7 6.7 Compensation. . . . . . . . . . . . . . . . . . . . . . . . 7 6.8 Chairman of the Board.. . . . . . . . . . . . . . . . . . . 7 6.9 Chief Executive Officer.. . . . . . . . . . . . . . . . . . 7 6.10 Vice Chairman of the Board. . . . . . . . . . . . . . . . . 7 6.11 President.. . . . . . . . . . . . . . . . . . . . . . . . . 7 6.12 Chief Operating Officer.. . . . . . . . . . . . . . . . . . 7 6.13 Vice Presidents.. . . . . . . . . . . . . . . . . . . . . . 8 6.14 Secretary.. . . . . . . . . . . . . . . . . . . . . . . . . 8 6.15 Chief Financial Officer/Treasurer.. . . . . . . . . . . . . 8 6.16 Assistant Officers. . . . . . . . . . . . . . . . . . . . . 8 6.17 When Duties of an Officer May be Delegated. . . . . . . . . 8 6.18 Officers Holding Two (2) or More Offices. . . . . . . . . . 8 6.19 Filling of Offices. . . . . . . . . . . . . . . . . . . . . 8
ii {PAGE} Article 7 Certificates, Shareholders and Stock Plans. . . . . . . . . . . . 8 7.1 Certificates. . . . . . . . . . . . . . . . . . . . . . . . 8 7.2 Replacement of Lost or Destroyed Certificates . . . . . . . 9 7.3 Transfer of Shares. . . . . . . . . . . . . . . . . . . . . 9 7.4 Registered Shareholders.. . . . . . . . . . . . . . . . . . 9 7.5 Stock Option Plans. . . . . . . . . . . . . . . . . . . . . 9
Article 8 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 9 8.1 Indemnification.. . . . . . . . . . . . . . . . . . . . . . 9
Article 9 General Provisions. . . . . . . . . . . . . . . . . . . . . . . . 11 9.1 Dividends and Reserves. . . . . . . . . . . . . . . . . . . 11 9.2 Directors' Right of Inspection. . . . . . . . . . . . . . . 11 9.3 Books and Records.. . . . . . . . . . . . . . . . . . . . . 11 9.4 Checks and Notes. . . . . . . . . . . . . . . . . . . . . . 11 9.5 Securities of Other Corporations. . . . . . . . . . . . . . 11 9.6 Fiscal Year.. . . . . . . . . . . . . . . . . . . . . . . . 12 9.7 Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 9.8 Resignation.. . . . . . . . . . . . . . . . . . . . . . . . 12 9.9 Amendment of Bylaws.. . . . . . . . . . . . . . . . . . . . 12 9.10 Table of Contents; Headings.. . . . . . . . . . . . . . . . 12 9.11 Construction. . . . . . . . . . . . . . . . . . . . . . . . 12
iii {PAGE} AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered ---------------------------- agent of SafeGuard Health Enterprises, Inc. (the "Corporation") shall be as designated with the Secretary of State of the State of Delaware, as it may be changed from time to time.
292506
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Safeguard Health
As referenced in this Bylaws [Amended and Restated]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}2
{FILENAME}doc2.txt
{TEXT}
--------------------------------------------------------------------------------
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
--------------------------------------------------------------------------------
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE
----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____________
SAFEGUARD HEALTH ENTERPRISES, – FILENAME}doc2.txt
{TEXT}
--------------------------------------------------------------------------------
AMENDED AND RESTATED BYLAWS OF
SAFEGUARD HEALTH ENTERPRISES, INC.
EFFECTIVE APRIL 12, 2001
--------------------------------------------------------------------------------
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
TABLE OF CONTENTS
PAGE
----
Article 1 Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Registered Office and Agent . . . . . . . . . . . . . . . . 1
1.2 Other Offices.. . . . . . . . . . . . . . . . . . . . . . . 1
Article _____________
SAFEGUARD HEALTH ENTERPRISES, – 9 Amendment of Bylaws.. . . . . . . . . . . . . . . . . . . . 12
9.10 Table of Contents; Headings.. . . . . . . . . . . . . . . . 12
9.11 Construction. . . . . . . . . . . . . . . . . . . . . . . . 12
iii
{PAGE}
AMENDED AND RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
----------------------------
agent of SafeGuard Health Enterprises, Inc. (the " _____________
SafeGuard Health Enterprises, – RESTATED BYLAWS
OF
SAFEGUARD HEALTH ENTERPRISES, INC.
ARTICLE 1
OFFICES
1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
----------------------------
agent of SafeGuard Health Enterprises, Inc. (the "Corporation") shall be as
designated with the Secretary of State of the State of Delaware, as it may be
changed _____________
dt 231122
| |
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 | 2002 |
Certificate of Incorporation [Restated] [Amendment]
Certificate of Incorporation [Restated] [Amendment] (1K)
Doc #292468: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.33 {SEQUENCE}6 {FILENAME}doc5.txt {DESCRIPTION}EXHIBIT 10.33 {TEXT} AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD Reincorporation Company" on April 27, 1987, and the Restated Certificate of Incorporation was duly adopted in accordance with Section 245 and 242 of the General Corporation Law of Delaware on October 25, 2000. The Corporation hereby amends the first paragraph of Article Fourth of the Restated Certificate of Incorporation so that the first paragraph of Article Fourth reads as follow:
"FOURTH. The total number of shares of stock that the corporation shall have authority to issue is Seventy-Three Million Five Hundred Thousand (73,500,000), of which Forty-Two Million Five Hundred Thousand (42,500,000) shares are Common Stock, one cent ($.01) par value per share, and Thirty-One Million (31,000,000) shares are Preferred Stock, one cent ($.01) par value per share."
All other terms of the Company's Restated Certificate of Incorporation dated as of October 25, 2000, shall remain the same.
We the undersigned do hereby certify that the forgoing is a true and correct Amendment to the Restated Certificate of Incorporation of SafeGuard Health Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ James E. Buncher -------------------------------------- By: JAMES E. BUNCHER President and Chief Executive Officer
/s/Ronald I. Brendzel --------------------------------------- By: RONALD I. BRENDZEL Senior Vice President and Secretary
{PAGE}
{/TEXT} {/DOCUMENT}
292468
|
Safeguard Health
As referenced in this Certificate of Incorporation [Restated] [Amendment]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-10.33
{SEQUENCE}6
{FILENAME}doc5.txt
{DESCRIPTION}EXHIBIT 10.33
{TEXT}
AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD
Reincorporation Company" on April 27, 1987, and the Restated Certificate _____________
SafeGuard Health
Enterprises, – same.
We the undersigned do hereby certify that the forgoing is a true and correct
Amendment to the Restated Certificate of Incorporation of SafeGuard Health
Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ _____________
SafeGuard Health Enterprises, – of Incorporation of SafeGuard Health
Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ James E. Buncher
--------------------------------------
By: JAMES E. BUNCHER
President and Chief Executive Officer
/s/Ronald I. Brendzel
---------------------------------------
By: RONALD I. BRENDZEL
_____________
dt 231086
| |
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 | 2002 |
Certificate of Incorporation [Restated] [Amendment]
Certificate of Incorporation [Restated] [Amendment] (1K)
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{DOCUMENT} {TYPE}EX-4.2 {SEQUENCE}3 {FILENAME}doc2.txt {TEXT} AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD Reincorporation Company" on April 27, 1987, and the Restated Certificate of Incorporation was duly adopted in accordance with Section 245 and 242 of the General Corporation Law of Delaware on October 25, 2000. The Corporation hereby amends the first paragraph of Article Fourth of the Restated Certificate of Incorporation so that the first paragraph of Article Fourth reads as follow:
"FOURTH. The total number of shares of stock that the corporation shall have authority to issue is Seventy-Three Million Five Hundred Thousand (73,500,000), of which Forty-Two Million Five Hundred Thousand (42,500,000) shares are Common Stock, one cent ($.01) par value per share, and Thirty-One Million (31,000,000) shares are Preferred Stock, one cent ($.01) par value per share."
All other terms of the Company's Restated Certificate of Incorporation dated as of October 25, 2000, shall remain the same.
We the undersigned do hereby certify that the forgoing is a true and correct Amendment to the Restated Certificate of Incorporation of SafeGuard Health Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ James E. Buncher --------------------------- By: JAMES E. BUNCHER President and Chief Executive Officer
/s/Ronald I. Brendzel --------------------------- By: RONALD I. BRENDZEL Senior Vice President and Secretary
{PAGE}
{/TEXT} {/DOCUMENT}
292481
|
Safeguard Health
As referenced in this Certificate of Incorporation [Restated] [Amendment]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-4.2
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD
Reincorporation Company" on April 27, 1987, and the Restated Certificate _____________
SafeGuard Health
Enterprises, – same.
We the undersigned do hereby certify that the forgoing is a true and correct
Amendment to the Restated Certificate of Incorporation of SafeGuard Health
Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ _____________
SafeGuard Health Enterprises, – of Incorporation of SafeGuard Health
Enterprises, Inc. a Delaware Corporation.
Executed as of the 30th day of May 2002 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ James E. Buncher
---------------------------
By: JAMES E. BUNCHER
President and Chief Executive Officer
/s/Ronald I. Brendzel
---------------------------
By: RONALD I. BRENDZEL
_____________
dt 231099
| |
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 | 2001 |
Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (11K)
Doc #292515: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-4.4 {SEQUENCE}5 {FILENAME}0005.txt {TEXT}
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD Reincorporation Company" on April 27, 1987, and the Restated Certificate of Incorporation was duly adopted in accordance with Section 245 and 242 of the General Corporation Law of Delaware.
FIRST. The name of the corporation is SafeGuard Health Enterprises, Inc.
SECOND. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be now or hereafter organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock that the corporation shall have authority to issue is Forty-one Million (41,000,000), of which Forty Million (40,000,000) shares are Common Stock and One Million (1,000,000) shares are Preferred Stock, and the par value of each such share is one cent ($.01), amounting in the aggregate to Four Hundred Ten Thousand Dollars ($410,000).
The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in any such series, and to determine or alter the designation, powers, preferences and rights of the shares of each wholly unissued series and the qualifications, limitations or restrictions thereof.
Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of each such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. Except as otherwise provided for in this Certificate of Incorporation, in case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
{PAGE} (a) The number of shares constituting that series and the distinctive designation of that series;
(b) The dividend rate of the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events, as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rate;
(f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and
(h) Any other relative rights, preferences and limitations of that series.
Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the common shares with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be sufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.
FIFTH. In furtherance and not in limitation of powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend, and rescind from time to time any or all of the bylaws of the corporation; provided, however, any bylaw amendment adopted by the Board of Directors increasing or reducing the authorized number of directors, shall require a resolution adopted by the affirmative vote of not less than seventy-five percent (75%) of the directors. In addition, new bylaws may be adopted or the bylaws may be amended or repealed by a vote of not less than sixty-six and two-thirds percent (66 2/3%) of the outstanding stock of the corporation entitled to vote thereon.
2 {PAGE} SIXTH. (a) The number of directors which shall constitute the whole Board of Directors of this corporation shall be as specified in the bylaws of this corporation, subject to the provisions of Article FIFTH hereof and this Article SIXTH.
(b) Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.
SEVENTH. No action shall be taken by the stockholders except at an annual or special meeting of stockholders. No action shall be taken by stockholders by written consent.
EIGHTH. Special meetings of the stockholders of this corporation for any purpose or purposes may be called at any time only by the Chairman of this Board of Directors, by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the bylaws of this corporation, include the power to call such meetings, or by the holder or holders of not less than ten percent (10%) of this corporation's outstanding voting securities.
NINTH. The affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the outstanding voting stock of the corporation shall be required for the approval or authorization of any: (i) merger or consolidation of the corporation with or into any other corporation; or (ii) sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation to or with any other corporation, person or other entity; provided, however, that such sixty-six and two-thirds percent (66 2/3%) voting requirement shall not be applicable if the Board of Directors of the corporation shall have approved such transaction in clause (i) or (ii) by a
292515
|
Safeguard Health
As referenced in this Certificate of Incorporation [Restated]:
SAFEGUARD HEALTH ENTERPRISES, – {DOCUMENT}
{TYPE}EX-4.4
{SEQUENCE}5
{FILENAME}0005.txt
{TEXT}
RESTATED CERTIFICATE OF INCORPORATION
OF SAFEGUARD HEALTH ENTERPRISES, INC.
The Corporation was originally incorporated in Delaware under the name "SFGD
Reincorporation Company" on April 27, 1987, and the Restated Certificate _____________
SafeGuard Health Enterprises, – duly adopted in accordance with Section 245 and 242 of the
General Corporation Law of Delaware.
FIRST. The name of the corporation is SafeGuard Health Enterprises, Inc.
SECOND. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street in the _____________
SafeGuard Health Enterprises, – such repeal or modification.
We the undersigned do hereby certify that the forgoing is a true and correct
Restated Certificate of Incorporation of SafeGuard Health Enterprises, Inc. a
Delaware Corporation.
Executed as of the 25th day of October 2000 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ _____________
SafeGuard Health Enterprises, – of Incorporation of SafeGuard Health Enterprises, Inc. a
Delaware Corporation.
Executed as of the 25th day of October 2000 at Aliso Viejo, California.
SafeGuard Health Enterprises, Inc.
/s/ JAMES E. BUNCHER
-------------------------------------
By: JAMES E. BUNCHER
President and Chief Executive Officer
/s/ RONALD I. BRENDZEL
-------------------------------------
By: RONALD I. BRENDZEL
_____________
dt 231131
;
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Employment Agreement
Employment Agreement (31K)
Doc #292476: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.5 {SEQUENCE}6 {FILENAME}doc5.txt {TEXT} EMPLOYMENT AGREEMENT
This Employment Agreement ("AGREEMENT") is effective as of the Closing Date of the Stock Purchase Agreement ("PURCHASE AGREEMENT") among Paramount Dental Plan, Inc., a Florida corporation ("PARAMOUNT"), SafeGuard Health Enterprises, Inc., a Delaware corporation ("SAFEGUARD"), and Nicholas M. Kavouklis, DMD ("EMPLOYEE") which date shall be inserted into this Agreement at the end hereof (the "EFFECTIVE DATE"). Capitalized terms not otherwise defined in this Agreement correspond to the defined terms in the Purchase Agreement.
SafeGuard desires the benefits of Employee's knowledge and experience as a full-time employee of SafeGuard. Employee desires to be employed full time by SafeGuard. SafeGuard and Employee desire to enter into an agreement reflecting the terms under which SafeGuard will employ Employee as President and a Director of SafeGuard Health Plans, Inc., a Florida corporation and a wholly-owned subsidiary of SafeGuard ("SAFEGUARD FLORIDA") responsible for the Florida Market, as defined in Section 3.2. Therefore, SafeGuard and Employee agree to ----------- the following terms and conditions:
1. EMPLOYMENT SERVICES AND DUTIES. SafeGuard agrees to employ and retain the full-time services of Employee and Employee hereby agrees to accept full-time employment with SafeGuard as President of SafeGuard Florida under the terms of this Agreement. Employee will also serve as a Director of SafeGuard Florida. Employee agrees to faithfully perform his duties as President and a Director of SafeGuard Florida, to the best of his ability and in the best interests of SafeGuard Florida. Employee's duties and responsibilities shall be commensurate with those customarily associated with the other vice presidents of SafeGuard responsible for its other target markets.
2. TERM OF EMPLOYMENT. The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of the third anniversary of the Effective Date, the date of Employee's death or Permanent Disability (as defined in Section 6.2.3), or the date of termination pursuant to Section 6 or ------------- -------- 7. -
3. COMPENSATION TERMS. SafeGuard agrees to compensate Employee for his services rendered under this Agreement as follows:
3.1 Base Salary. As of the Effective Date and for the remainder of the ------------ term of employment, Employee shall receive a base salary of Two Hundred Thirty Thousand Dollars ($230,000) per year, payable in equal periodic installments in accordance with SafeGuard's normal payroll policy (the "BASE SALARY").
3.2 Florida Market. For purposes of this Agreement, the "Florida ---------------- Market" means the members of any of SafeGuard's dental HMO subsidiaries, including Paramount, that are enrolled with a general dentist located in Florida or Illinois, or who have not selected a general dentist, but reside in Florida or Illinois, and all of the groups written by SafeGuard's indemnity insurance subsidiary whose contracts are based in the states of Delaware, Georgia, Florida, Illinois,
{PAGE} Kentucky, Maryland, Ohio, South Carolina, Pennsylvania, and Wisconsin. Additional states may be added to the Florida Market from time to time at the sole discretion of SafeGuard.
3.3 Bonuses. -------
3.3.1 Employee shall be entitled to an annual bonus of up to Two Hundred Seventy Thousand Dollars ($270,000) each calendar year. The bonus earned shall be equal to Twenty Percent (20%) of the increase, if any, in the Florida Market's earnings before interest and income and franchise taxes ("EBIT") (with each component of EBIT to be calculated in accordance with U.S. generally accepted accounting principles consistently applied) for the current calendar year compared to the prior calendar year. An example of the methodology to be used by the parties to calculate EBIT is set forth on Exhibit A to this Agreement. The bonus determined pursuant to --------- this Section 3.3 shall be payable as provided in this Section 3.3. ------------ -----------
3.3.2 For purposes of this Agreement, EBIT shall include all revenue and direct health care expenses directly attributable to the members enrolled in plans in the Florida Market and all other expenses of SafeGuard that are incurred solely for the benefit of the Florida Market, including but not limited to, any salary, bonus, and other benefits paid pursuant to this Section 3.3. The calculation of EBIT for any period prior ----------- to the Effective Date shall include the operations of Paramount, excluding any extraordinary bonuses paid to Employee in such period, any note forgiveness provided to Employee in such period, and any out-of-pocket expenses directly related to the transactions contemplated by the Purchase Agreement, including but not limited to, the Stay Bonuses, severance payments, and legal fees.
3.3.3 In the event an administrative function is performed by SafeGuard Florida or Paramount for the Florida Market on the Effective Date but is thereafter transferred to SafeGuard's corporate services center, SafeGuard will charge to the Florida Market an administrative fee attributable to such function that will not exceed the cost incurred by SafeGuard to perform such function. SafeGuard will allocate costs to the Florida Market in good faith and in a manner consistent with the allocation of costs for purposes of the audited financial statements of its subsidiaries and regulatory purposes.
3.3.4 EBIT for 2001 shall be prorated over the number of months this Agreement is in effect for the 2002 calendar year. If the transaction represented by the Purchase Agreement closes by November 30, 2002, the base for determining the increase in EBIT subject to bonus for the 2002 calendar year, shall be 1/12th of the combined Paramount and SafeGuard's EBIT for the Florida Market for the 2001 calendar year (as adjusted by this Section ------- 3.3) times the number of full months remaining in the 2002 calendar year --- after the Closing Date. Actual EBIT for the Florida Market for the same remaining months of the 2002 calendar year will be compared for purposes of this partial year calculation. The same concept will apply in the final year if a partial calendar year under the Agreement. The annual maximum bonus will also be so prorated, based on the number of months worked by Employee in the calendar year.
{PAGE} 3.3.5 For purposes of computing any bonus to be paid under this Section 3.3, unless SafeGuard and Employee agree otherwise, EBIT shall be ------------ adjusted for any acquisitions or divestitures that occur. Any adjustment for an acquisition shall be made by combining the operations of the acquisition that relate to the Florida Market with the operations of the Florida Market for purposes of determining EBIT for the calendar year prior to the calendar year in which the transaction occurs and EBIT for the calendar year in which the transaction occurs. Any adjustment for a divestiture shall be made by disregarding the operations of the divestiture that relate to the Florida Market for purposes of determining EBIT for the calendar year prior to the calendar year in which the transaction occurs and the EBIT for the calendar year in which the transaction occurs.
3.3.6 SafeGuard shall pay the bonus to Employee within thirty (30) days after the issuance of SafeGuard's audited financial statements for the prior year (but in any event, not later than one hundred twenty (120) days after SafeGuard's year-end), subject to applicable federal
292476
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Safeguard Health
As referenced in this Employment Agreement:
SafeGuard Health Enterprises, – is effective as of the Closing Date
of the Stock Purchase Agreement ("PURCHASE AGREEMENT") among Paramount Dental
Plan, Inc., a Florida corporation ("PARAMOUNT"), SafeGuard Health Enterprises,
Inc., a Delaware corporation ("SAFEGUARD"), and Nicholas M. Kavouklis, DMD
("EMPLOYEE") which date shall be inserted into this Agreement at the end _____________
SAFEGUARD HEALTH ENTERPRISES, – to a counterpart of the Employment Agreement
executed by the other parties to the Employment Agreement.
Executed as of August 30, 2002
"SAFEGUARD"
SAFEGUARD HEALTH ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Stephen J. Baker
-----------------------------------
Stephen J. Baker
Executive Vice President and Chief
Operating Officer
By: /s/ Ronald _____________
dt 231094
;
Paramount Dental Plan, Inc.;
| Nicholas M. Kavouklis;
Safeguard Health Plans, Inc.
|
Preview
Full Doc
 | 2001 |
Employment Agreement
Employment Agreement (19K)
Doc #292508: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.6 {SEQUENCE}3 {FILENAME}doc3.txt {TEXT}
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of _____ __, 20__, by and between SafeGuard Health Enterprises, Inc., a Delaware Corporation ("Corporation") and _____________ ("Employee").
The Corporation desires to have the benefits of Employee's knowledge and experience as a full time employee and considers such employment a vital element to protecting and enhancing the best interests of the Corporation, and Employee desires to be employed full time by the Corporation. The Corporation and Employee desire to enter into an agreement reflecting the terms under which the Corporation will employ Employee as a Vice President of the Corporation. Therefore, the Corporation and Employee agree to the following terms and conditions:
1. EMPLOYMENT SERVICES AND DUTIES. The Corporation agrees to employ and retain the services of Employee and Employee hereby agrees to continue employment with the Corporation under the terms of this Agreement. Employee agrees to faithfully perform his duties associated with the officer position set forth above, to the best of his ability and in the best interests of the Corporation.
2. TERM OF EMPLOYMENT. The term of this Agreement shall commence on the date of the execution of this Agreement and shall continue until the earlier of June 30, 2002, the date of Employee's death, or the date of termination pursuant to Sections 6 or 7 of this Agreement.
3. COMPENSATION TERMS. The Corporation agrees to compensate Employee for his services rendered under this Agreement as follows:
3.1 Base Salary. Effective _____ __, 20__, and for the remainder of ------------ the term of employment, Employee shall receive a base salary of $___,___ per year unless otherwise increased by approval of the Corporation's Compensation and Stock Option Committee (the "Committee").
3.2 Bonuses. Employee shall be entitled to participate in an annual ------- bonus plan approved by the Committee.
3.3 Benefits. Subject to satisfaction of all eligibility requirements, -------- Employee and his dependents shall be entitled to and shall receive any and all benefits generally available to executive employees of the Corporation, including participation in health, dental, vision and life insurance programs and retirement plans.
3.4 Indemnification. The Corporation shall indemnify Employee in --------------- accordance with the terms and conditions of its then current indemnification policies applicable to directors and/or officers of the Corporation.
4. EXPENSES. The Corporation authorizes Employee to incur reasonable and necessary expenses for promoting the business of the Corporation and its subsidiaries according to the policies of the Corporation with respect thereto.
5. VACATION. Employee shall be entitled to four weeks of paid vacation during any fiscal year. Such vacation shall be taken at such times as are mutually agreed upon by Employee and the Chief Executive Officer. It is agreed by the parties hereto that there shall be no carry-over of unused vacation in excess of two (2) weeks from any calendar year to the next calendar year while this Agreement is in effect.
Exhibit 10.6 -1- {PAGE} 6. TERMINATION BY CORPORATION.
6.1 The Corporation may terminate Employee at any time without cause.
6.2 The Corporation may terminate Employee for "Cause" which shall mean:
6.2.1 The failure of Employee to render services to the Corporation in accordance with his employment duties, as determined by a majority of the independent directors of the Corporation's Board of Directors; or
6.2.2 The commission by Employee of an act of fraud or embezzlement or an act in violation of his duties to the Corporation; or
6.2.3 The death or "permanent disability" of Employee. Permanent disability shall occur if, during the term of this Agreement, Employee becomes physically or mentally disabled such that he is substantially unable to perform his duties hereunder and such disability continues for three (3) continuous months.
6.3 Notice of Termination. Any termination of Employee by the ----------------------- Corporation shall be communicated by a written Notice of Termination to Employee. For purposes of this Agreement, a Notice of Termination shall specify the termination provision of this Agreement relied upon to effect such termination and shall set forth in reasonable detail the specific facts and circumstances claimed to provide a basis for termination of Employee as well as the date of termination.
7. TERMINATION BY EMPLOYEE.
7.1 Termination. -----------
7.1.1 At any time, upon thirty (30) days advance written Notice of Termination delivered to the Chief Executive Officer of the Corporation, Employee may voluntarily terminate his employment with the Corporation.
7.1.2 Upon thirty (30) days advance written Notice of Termination delivered to the Chief Executive Officer of the Corporation, Employee may terminate his employment at any time hereunder for "Good Reason" as is herein defined.
7.2 Good Reason means: ------------
7.2.1 The substantial diminution of Employee's authority or job responsibilities with the Corporation within one (1) year of a Change in Control as defined in Paragraph 7.3; or
7.2.2 A failure by the Corporation to comply with any material provision of this Agreement that has not been cured within thirty (30) days after written notice of such noncompliance has been given by Employee to the Corporation.
Exhibit 10.6 -2- {PAGE} 7.3 "Change in Control" occurs if: -------------------
7.3.1 Substantially all the assets of the Corporation are sold to, or the Corporation is merged with, any "person," as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, or (ii) any person or group becomes or is discovered to be a beneficial owner, as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof, directly of securities of the Corporation representing fifty percent (50%) or more of the combined voting power of Corporation's then outstanding securities, unless such
292508
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Safeguard Health
As referenced in this Employment Agreement:
SafeGuard Health Enterprises, – SEQUENCE}3
{FILENAME}doc3.txt
{TEXT}
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of _____ __, 20__, by
and between SafeGuard Health Enterprises, Inc., a Delaware Corporation
("Corporation") and _____________ ("Employee").
The Corporation desires to have the benefits of Employee's knowledge and
experience as _____________
SafeGuard Health Enterprises, – United States mail.
Any notice given to the Corporation under the terms of this Agreement, shall be
addressed to the Corporation as follows:
SafeGuard Health Enterprises, Inc.
95 Enterprise
Aliso Viejo, California 92656
Attention: President and Chief Executive Officer
Any notice to be given to Employee shall be _____________
SAFEGUARD HEALTH ENTERPRISES, – to reasonable
attorneys' fees.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of this
____ day of ___________, 20___.
EMPLOYEE SAFEGUARD HEALTH ENTERPRISES, INC.
___________________________________ By:___________________________________
Name Title:________________________________
____________________________________ By:___________________________________
Address Title:________________________________
____________________________________
City, State, Zip
____________________________________
Employee's Social Security _____________
dt 231124
| |
Preview
Full Doc
 | 2002 |
Lease Agreement
Lease Agreement (72K)
Doc #292477: Click preview link for longer preview.
LEASE AGREEMENT ---------------
THIS LEASE AGREEMENT (the "Lease") is made and effective as of this 30th day of August, 2002, by and between PARAMOUNT PROPERTIES, LLC, a Florida limited liability company, having an address of 2433 West Prospect Road, Tampa, Florida 33629-5353 ("Landlord"), and SAFEGUARD HEALTH PLANS, INC., a Florida corporation, having an address of 95 Enterprise, Suite 100, Aliso Viejo, California 92656-2605 ("Tenant").
W I T N E S S E T H:
ARTICLE ONE
DEMISED PREMISES, TERM AND CONSTRUCTION OF IMPROVEMENTS -------------------------------------------------------
Section 1.01. Landlord, for and in consideration of the terms, covenants and conditions herein contained, does hereby demise, lease and let to Tenant, and Tenant does hereby hire and take from Landlord, upon and subject to the terms, covenants and conditions herein contained, the interest of Landlord (other than under this Lease), in the following:
Approximately 6,775 square feet of useable area and 7,683 square feet of rentable area within the building located at 3410 Henderson Boulevard, Tampa, Florida 33629, the land on which the building is located being legally described on Exhibit A attached hereto and made a part hereof, and said ---------- space within the building being depicted on Exhibit B --------- attached hereto and made a part hereof (the "demised premises");
TO HAVE AND TO HOLD the demised premises for a term of three (3) years commencing on [later of October 1, 2002, or the closing date of Stock Purchase Agreement between Safeguard Health Enterprises, Inc. and Paramount Dental Plan, Inc.] (the "Commencement Date"), and expiring at midnight, three (3) years thereafter (the "term").
As used herein, the term "Lease Year" shall mean the successive twelve (12) month periods commencing as of the Commencement Date.
ARTICLE TWO
RENT ----
Section 2.01. Tenant covenants and agrees to pay to Landlord, promptly when due, without notice of demand and without deduction or set-off of any amount for any reason whatsoever, a fixed "minimum rent" outlined as follows, together with any applicable rent taxes. The "minimum rent" shall be paid according to the following schedule:
{PAGE} (a) For each of the three (3) years of the term of this Lease, Tenant shall pay annual minimum rent in the amount of One Hundred Twenty Seven Thousand Six Hundred Thirty Six and No/100ths Dollars ($127,636.00), which amount shall be payable in monthly equal installments of Ten Thousand Six Hundred Thirty Six and 33/100ths Dollars ($10,636.33) a month. The rent is calculated based upon an assumed useable square footage of 6,600, plus 908 square feet of common area.
The minimum rent reserved hereunder shall be payable in equal monthly installments, in advance, on the first (1st) day of each month during the Lease term; provided, however, that upon the execution of this Lease by Tenant, Tenant shall pay to Landlord the installment of minimum rent due for the first (1st) month of the term of this Lease (together with applicable sales tax, as described below). If the term commences on a date other than the first (1st) day of a calendar month or ends on a date other than the last day of a calendar month, monthly rent shall be appropriately prorated based upon the number of days within such month bears to the total number of days in such month.
Section 2.02. Tenant shall pay to Landlord, together with the monthly installments of the minimum rent due hereunder and with each installment of additional rent due hereunder, the sales and use tax imposed by the State of Florida on rental payments under commercial leases.
Section 2.03. All amounts payable under Section 2.01 of this Article, as well as all other amounts payable by Tenant to Landlord under the terms of this Lease, shall be paid at the office of Landlord set forth above, or at such other place as Landlord shall from time to time designate by notice to Tenant, in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment.
Section 2.04. Any installment of rent or additional rent herein required to be paid by Tenant which is not paid when due, shall bear interest at a rate equal to fifteen percent (15%) per annum from the date until paid, as a late charge for the purpose of partially reimbursing Landlord for expenses incurred by reason by such failure by Tenant and not as penalty therefore.
Section 2.05. For each calendar year during the term of this Lease (or part thereof), Tenant will pay to Landlord, in addition to the other rentals specified in this Article Two, as additional rent, its pro rata share of the common area maintenance costs (the "CAM Costs") for the entire building and all of the improvements located on the real property described on Exhibit A attached --------- hereto (the "Development"). Landlord shall estimate the CAM Costs, and Tenant's pro rata share thereof, at the commencement of each calendar year (or part thereof), and Tenant shall pay one-twelfth (1/12th) thereof monthly, in advance, on the first (1st) day of each month during the term hereof, together with the payment of minimum rent and applicable sales tax described herein. After the end of each calendar year (or part thereof) during the term of this Lease, Landlord shall furnish Tenant a statement of the actual CAM Costs and there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord (within fifteen (15) days of the determination of the actual CAM Costs), as the case may require, to the end that Landlord shall receive the entire amount of Tenant's pro rata share of the actual CAM Costs due hereunder for said calendar year (or part thereof), or, at Landlord's option, any overpayment by Tenant shall be credited on account of the next succeeding payment by Tenant of its pro rata share of the CAM Costs due hereunder. Landlord and Tenant acknowledge and
292477
|
Safeguard Health
As referenced in this Lease Agreement:
Safeguard Health Enterprises, – for a term of three (3) years
commencing on [later of October 1, 2002, or the closing date of Stock Purchase
Agreement between Safeguard Health Enterprises, Inc. and Paramount Dental Plan,
Inc.] (the "Commencement Date"), and expiring at midnight, three (3) years
thereafter (the "term").
As used herein, _____________
Safeguard Health Enterprises, – of Landlord, which consent may be withheld in Landlord's sole
and absolute discretion; provided, however, that Tenant may assign this Lease to
Safeguard Health Enterprises, Inc., a Delaware corporation, or any other
wholly-owned subsidiary of Safeguard Health Enterprises, Inc., without the prior
consent or approval of _____________
Safeguard Health Enterprises, – provided, however, that Tenant may assign this Lease to
Safeguard Health Enterprises, Inc., a Delaware corporation, or any other
wholly-owned subsidiary of Safeguard Health Enterprises, Inc., without the prior
consent or approval of Landlord so long as (a) Tenant notifies Landlord upon the
occurrence of such assignment, _____________
Safeguard Health
Enterprises, – Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Boulevard
Tampa, Florida 33602
Tenant: Safeguard Health Plans, Inc c/o Safeguard Health
Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656-2605
Attn: James E. Buncher, President
With a copy to: Safeguard Health Plans, _____________
Safeguard Health
Enterprises, – Enterprise, Suite 100
Aliso Viejo, California 92656-2605
Attn: James E. Buncher, President
With a copy to: Safeguard Health Plans, Inc. c/o Safeguard Health
Enterprises, Inc.
95 Enterprise, Suite 100
Aliso Viejo, California 92656-2605
Attn: Ronald I. Brendzel, Senior Vice-President
Any party may change the _____________
dt 231095
;
Paramount Properties, LLC;
| Safeguard Health Plans, Inc.
|
Preview
Full Doc
 | 2002 |
Guaranty
Guaranty (9K)
Doc #292479: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.8 {SEQUENCE}9 {FILENAME}doc9.txt {TEXT} GUARANTY --------
This is an absolute and unconditional guaranty of that certain Lease Agreement dated August 30, 2002, (the "Lease") by and between PARAMOUNT PROPERTIES, LLC, a Florida limited liability company (hereinafter called "Landlord") and SAFEGUARD HEALTH PLANS, INC., a Florida corporation (hereinafter called "Tenant"), concerning that certain premises known as Suite 100, containing approximately 7,231 square feet of useable area, which is located within the building located at 3410 Henderson Boulevard, Tampa, Florida 33629.
FOR VALUE RECEIVED, and in consideration for, and as an inducement to Landlord to enter into the aforementioned Lease, the undersigned hereby guaranties to Landlord, its successors and assigns, the payment of all rentals specified in the Lease and hereunder and all other payments to be made by Tenant under said Lease, and the full performance and observance by Tenant of all the terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant for which the undersigned shall be jointly and severally liable with Tenant, without requiring any notice of nonpayment, nonperformance or nonobservance, or proof of notice or demand, whereby to charge the undersigned, all of which the undersigned does hereby expressly waive, and the undersigned expressly agrees that the Landlord, its successors and assigns, may proceed against the undersigned, separately or jointly, before, after or simultaneously with the proceedings against the Tenant for default, and that this Guaranty shall not be terminated, affected or impaired in any way or manner whatsoever by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of said Lease, or by reason of summary or other proceedings against Tenant, or by the omission of Landlord to enforce any of its rights against Tenant or by reason of any extensions of time or indulgence granted by Landlord to Tenant. The undersigned further covenants and agrees (i) that the undersigned will be bound by all of the provisions, terms, conditions, restrictions, and limitations contained in said Lease, the same as though the undersigned was named therein as Tenant; and (ii) that this Guaranty shall be absolute and unconditional and shall remain and continue in full force and effect as to any renewal, extension, amendment, addition, assignment, sublease, transfer or other modification of said Lease, whether or not the undersigned shall have any knowledge or have been notified of or agreed or consented to any such renewal, extension, amendment, addition, assignment, sublease, transfer or other modification of said Lease, and the undersigned agrees to be bound by any and all modifications to the Lease. If Landlord at any time is compelled to take any action or proceeding in court or otherwise to enforce or compel compliance with the terms of this Guaranty, the undersigned shall, in addition to any other rights and remedies to which the Landlord may be entitled hereunder or as a matter of law or in equity, be obligated to pay all costs, including reasonable attorneys' fees, incurred or expended by Landlord in connection therewith. Further, the undersigned hereby covenants and agrees to assume said Lease and to perform all of the terms and conditions thereunder for the balance of the original term should said Lease be disaffirmed by any Trustee in Bankruptcy for Tenant, or at the option of Landlord, the undersigned shall, in the event of Tenant's bankruptcy, make and enter into a new lease which shall be in form and substance identical to said Lease. All obligations and liabilities of the undersigned pursuant to this Guaranty shall
{PAGE} be binding upon the heirs, legal representatives, successors and assigns of the undersigned, and the undersigned, its heirs, legal representatives, successors and assigns shall remain fully liable under the Lease and this Guaranty regardless of any merger, corporate reorganization or restructuring involving Tenant regardless of the resulting organization, structure or ownership of Tenant. This Guaranty shall be governed by and construed in accordance with the laws of the State of Florida.
THE UNDERSIGNED HEREBY UNCONDITIONALLY CONSENTS AND AGREES THAT ANY LEGAL ACTION BROUGHT UNDER THIS GUARANTY MAY BE BROUGHT IN ANY STATE COURT OF THE STATE OF FLORIDA OR IN A FEDERAL UNITED STATES COURT IN FLORIDA AND THE UNDERSIGNED HEREBY UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF SUCH COURTS IN CONNECTION WITH ANY CAUSE OF ACTION BROUGHT BY OR AGAINST TENANT AND/OR THE UNDERSIGNED IN ANY WAY DIRECTLY OR INDIRECTLY RELATED TO THE AFOREMENTIONED LEASE OR THIS GUARANTY. THE UNDERSIGNED HEREBY WAIVES ANY RIGHT THE UNDERSIGNED MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST THE UNDERSIGNED IN ACCORDANCE WITH THIS GUARANTY, AND THE UNDERSIGNED ALSO AGREES NOT TO SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS GUARANTY.
If Landlord is required to or agrees to repay any amount received by Landlord on account of any payments, obligations and liabilities of Tenant to Landlord as a result of a judgment, order or decree of a court of competent jurisdiction or as a result of a settlement or compromise concerning a claim for repayment by any party to such payments, obligations and liability, the undersigned shall remain fully liable to Landlord for the amount repaid notwithstanding the revocation or termination of this Guaranty or the cancellation or termination of the Lease.
At any time that Tenant is required to furnish a certificate pursuant to the Lease, the undersigned, by guarantying the terms and conditions of the Lease, agree that itwill, upon twenty (20) days prior written request to Tenant, certify (by written instrument, duly executed, acknowledged and delivered to Landlord and to any third person designated by Landlord in such request) that the undersigned concurs with the statements set forth in said certificate by Tenant and that this Guaranty remains in full force and effect as to all obligations of Tenant under this Lease. Failure to deliver such certificate to Landlord (and any such designated third party) within such twenty (20) day period shall constitute automatic approval of the requested certificate as though such certificate had been fully executed and delivered by the undersigned to Landlord and such designated third party.
2 {PAGE} IN WITNESS WHEREOF, the undersigned has executed this Guaranty this 30th day of August, 2002.
SAFEGUARD HEALTH ENTERPRISES, INC., a Delaware corporation
By: /s/ Stephen J. Baker ----------------------------------------- Name: Stephen J. Baker ----------------------------------------- Title: Executive V. P. & Chief Operating Officer -----------------------------------------
By: /s/ Ronald I. Brendzel ----------------------------------------- Name: Ronald I. Brendzel ----------------------------------------- Title: Senior Vice President and Secretary -----------------------------------------
STATE OF CALIFORNIA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 4th day of September, 2002 by Stephen J. Baker as Executive Vice President and Chief Operating Officer of SafeGuard Health Enterprises, Inc., a Delaware corporation, on behalf of the corporation. He is personally known to me.
/s/ Kathryn S. Viau
292479
|
Safeguard Health
As referenced in this Guaranty:
SAFEGUARD HEALTH ENTERPRISES, – Landlord and such designated third party.
2
{PAGE}
IN WITNESS WHEREOF, the undersigned has executed this Guaranty this 30th
day of August, 2002.
SAFEGUARD HEALTH ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Stephen J. Baker
-----------------------------------------
Name: Stephen J. Baker
-----------------------------------------
Title: Executive V. P. & Chief Operating Officer
-----------------------------------------
By: /s/ _____________
SafeGuard Health Enterprises, – was acknowledged before me this 4th day of
September, 2002 by Stephen J. Baker as Executive Vice President and Chief
Operating Officer of SafeGuard Health Enterprises, Inc., a Delaware corporation,
on behalf of the corporation. He is personally known to me.
/s/ Kathryn S. Viau
----------------------
Notary Public
Kathryn _____________
SafeGuard Health Enterprises, – foregoing instrument was acknowledged before me this 4th day of
September, 2002 by Ronald I. Brendzel as Senior Vice President and Secretary of
SafeGuard Health Enterprises, Inc., a Delaware corporation, on behalf of the
corporation. He is personally known to me.
/s/ Kathryn S. Viau
----------------------------
Notary Public
Kathryn _____________
dt 231097
;
Paramount Properties, LLC;
| Safeguard Health Plans, Inc.
|
Preview
Full Doc
 | 2003 |
Letter Agreement Re: Letter of Intent
Letter Agreement Re: Letter of Intent (19K)
Doc #292458: Click preview link for longer preview.
April 7, 2003
Health Net, Inc. 21650 Oxnard Street Woodland Hills, California 91367
Health Net Vision, Inc. 21650 Oxnard Street Woodland Hills, California 91367
Health Net Life Insurance Company 21650 Oxnard Street Woodland Hills, California 91367
RE: LETTER OF INTENT
Gentlemen:
This letter of intent (the "LOI") is made and entered into as of April 7, 2003 by and among SafeGuard Health Enterprises, Inc. ("ENT") and its wholly-owned subsidiaries, SafeGuard Health Plans, Inc., a California corporation and a California Specialized Health Care Service Plan, ("SafeGuard-California"), and SafeHealth Life Insurance Company, a California corporation and a California domiciled Life, Health and Disability Insurance Company, ("SafeHealth"), and Health Net, Inc. ("HNI") and its wholly-owned subsidiaries, Health Net Vision, Inc., a California corporation and a California Specialized Health Care Service Plan ("HNV") and Health Net Life Insurance Company, a Life, Health and Disability Insurance Company, ("HNL"), whereby the parties agree as set forth below. HNI, HNV and HNL are sometimes collectively referred to herein as "HNT," while ENT, SafeGuard-California and SafeHealth are sometimes collectively referred to as "SFGD."
1. INTRODUCTION AND DESCRIPTION OF THE TRANSACTION. As further described below, at the closing, (i) ENT would acquire from HNI all the issued and outstanding capital stock of HNV through a Stock Purchase Agreement (the "Stock Agreement") and as part of such Stock Agreement, ENT would also acquire, among other things, all the HNV provider contracts, agent and broker contracts, the commercial membership group and individual contracts, with the understanding that HNT employees, groups and individuals that have also purchased HNT medical products will be transitioned to the HNT vision strategic partner upon renewal of such contracts or earlier, and not including the group contracts for Medi-Cal and other similar type government sponsored contracts (the "Government Sponsored Contracts"), provided however, that prior to closing, HNI shall cause to be removed from HNV all such Government Sponsored Contracts; (ii) SafeHealth would acquire from HNL all of the California commercial vision business underwritten and/or controlled by HNL including but not limited to, all the group, individual, preferred provider, and agent contracts relating to the California
292458
|
Safeguard Health
As referenced in this Letter Agreement Re: Letter of Intent:
SafeGuard Health Enterprises, – LETTER OF INTENT
Gentlemen:
This letter of intent (the "LOI") is made and entered into as of April 7, 2003
by and among SafeGuard Health Enterprises, Inc. ("ENT") and its wholly-owned
subsidiaries, SafeGuard Health Plans, Inc., a California corporation and a
California Specialized Health Care Service Plan, (" _____________
SAFEGUARD HEALTH ENTERPRISES, – the parties hereto.
If this LOI is satisfactory, please so indicate by signing below and returning a
copy to ENT.
Very truly yours,
SAFEGUARD HEALTH ENTERPRISES, INC.
95 Enterprise, Suite 100
Aliso Viejo, CA 92656-2605
By: /s/ James E. Buncher
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JAMES E. BUNCHER
President and Chief Executive _____________
dt 231077
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