EXHIBIT 10.1
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT (this "Agreement"), dated July 8,
2005, by and among McKesson Corporation, a Delaware corporation ("Parent"),
Spirit Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent ("Purchaser"), and certain stockholders of the Company (as
defined below) set forth on Schedule 1 hereto (each a "Stockholder" and,
collectively the "Stockholders").
WHEREAS, each Stockholder is, as of the date hereof, the record and
beneficial owner of the number of shares of common stock, par value $0.01 per
share (the "Common Stock"), of D&K Healthcare Resources, Inc., a Delaware
corporation (the "Company"), set forth opposite the name of such Stockholder on
Schedule 1 hereto;
WHEREAS, Parent, Purchaser and the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, for Purchaser to conduct a
tender offer for all of the issued and outstanding shares of the Common Stock
(the "Offer") and the merger of Purchaser with and into the Company with the
Company continuing as the surviving corporation (the "Merger") upon the terms
and subject to the conditions set forth in the Merger Agreement (capitalized
terms used herein without definition shall have the respective meanings
specified in the Merger Agreement); and
WHEREAS, as a condition to the willingness of Parent and Purchaser
to enter into the Merger Agreement and as an inducement and in consideration
therefor, the Stockholders have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants to Parent and Purchaser, severally
and not jointly, as follows:
(a) Such Stockholder (i) is the record and beneficial owner of
the shares of Common Stock and options to acquire Common Stock (as may be
adjusted from time to time pursuant to Section 6, the "Shares") set forth
opposite his name on Schedule 1 to this Agreement and (ii) except as set forth
on Schedule 1, neither holds nor has any beneficial ownership interest in any
option or warrant to acquire shares of Common Stock or other right or security
convertible into or exercisable or exchangeable for shares of Common Stock.
(b) Such Stockholder has the legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been validly executed and delivered by
such Stockholder and constitutes the legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(d) Neither the execution and delivery of this Agreement nor
the consummation by such Stockholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which such Stockholder is a party or by which such
Stockholder or such Stockholder's assets are bound. The consummation by such
Stockholder of the transactions contemplated hereby will not violate, or require
any consent, approval, or notice under, any provision of any judgment, order,
decree, statute, law, rule or regulation applicable to such Stockholder.
(e) The Shares and the certificates representing the Shares
owned by such Stockholder are now, and at all times during the term hereof will
be, held by such Stockholder, or by a nominee or custodian for the benefit of
such Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, options, rights, understandings or
arrangements or any other encumbrances or restrictions whatsoever on title,
transfer, or exercise of any rights of a stockholder in respect of such Shares
(collectively, "Encumbrances"), except for any such Encumbrances arising
hereunder and restrictions applicable to employees stock options and restricted
stock grants pursuant to the terms of such options and grants.
SECTION 2. Representations and Warranties of Parent and Purchaser.
Each of Parent and Purchaser hereby, jointly and severally, represents and
warrants to the Stockholders as follows:
(a) Each of Parent and Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and each of Parent and Purchaser has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each of Parent and Purchaser, and constitutes the legal, valid and
binding obligation of each of Parent and Purchaser, enforceable against each of
them in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally and (ii) the
availability of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before which any
proceeding therefor may be brought.
SECTION 3. Tender of the Shares. Each Stockholder hereby agrees that
(a) he shall tender his Shares (other than unexercised options and other than
any shares of restricted stock that have not vested as of the date of
determination under the terms of any restricted stock grant agreement between
the Company and such Stockholder) into the Offer as promptly as practicable, and
in any event no later than the fifth business day, following the commencement of
the Offer pursuant to Section 2.01 of the Merger Agreement, free and clear of
all Encumbrances (except for any such Encumbrances arising hereunder) and (b) he
shall not withdraw any Shares so tendered unless the Offer is terminated or has
expired without Purchaser purchasing all shares of Common Stock validly tendered
in the Offer.
SECTION 4. Transfer of the Shares.
(a) Prior to the termination of this Agreement, except as
otherwise provided herein or as consented to in writing by Parent, none of the
Stockholders shall, and, if applicable, shall cause each of their subsidiaries
not to: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose
(whether by sale, liquidation, dissolution, dividend or distribution) of, create
or suffer to exist any Encumbrances (except for any such Encumbrances arising
hereunder) on, or consent to any of the foregoing ("Transfer") with respect to,
any or all of the Shares or any right or interest therein; (b) enter into any
contract, option or other agreement, arrangement or understanding with respect
to any Transfer; (c) grant any proxy, power-of-attorney or other authorization
or consent with respect to any of the Shares; (d) deposit any of the Shares into
a voting trust, or enter into a voting agreement or arrangement with respect to
any of the Shares or (e) directly or indirectly take or cause the taking of any
other action that would in any way restrict, limit or interfere with the
performance of such Stockholder's obligations hereunder or the transactions
contemplated hereby.
(b) Each Stockholder agrees, if requested by Parent, to
surrender to the Company, or to the transfer agent for the Company, certificates
evidencing the Shares, and shall cause the Company or the transfer agent for the
Company to place the following legend on any and all certificates evidencing the
Shares:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN
STOCKHOLDER SUPPORT AGREEMENT, DATED AS OF JULY 8, 2005, BY AND
AMONG MCKESSON CORPORATION, SPIRIT ACQUISITION CORPORATION AND
CERTAIN STOCKHOLDERS OF D&K HEALTHCARE RESOURCES, INC. ANY TRANSFER
OF SUCH SHARES OF COMMON STOCK IN VIOLATION OF THE TERMS AND
PROVISIONS OF SUCH
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AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
(c) Upon receipt of payment in full for any of its Shares
tendered pursuant to the Offer, each Stockholder agrees that any and all rights
incident to its ownership of Shares (including any rights to recover amounts, if
any, that may be determined to be due to any stockholder or former stockholders
of the Company), including but not limited to rights arising out of such
Stockholder's ownership of such Shares prior to the transfer of such Shares to
Purchaser pursuant to the Offer, shall be transferred to Purchaser.
SECTION 5. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) Each Stockholder hereby irrevocably grants to, and
appoints, Parent and any designee thereof, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Stockholder, to vote the Shares, or to grant a consent or
approval in respect of the Shares, in connection with any meeting of the
stockholders of the Company or any action by written consent in lieu of a
meeting of stockholders of the Company (i) in favor of the Merger or any other
transaction pursuant to which Parent proposes to acquire the Company, whether by
tender offer, merger, or otherwise, in which stockholders of the Company would
receive consideration per share of Common Stock equal to or greater than the
consideration to be received by such stockholders in the Offer and the Merger,
and/or (ii) against any action or agreement which would impede, interfere with
or prevent the Merger, including, but not limited to, any other extraordinary
corporate transaction, including, a merger, acquisition, sale, consolidation,
reorganization or liquidation involving the Company and a third party, or any
other proposal of a third party to acquire the Company.
(b) Such Stockholder represents that any proxies heretofore
given in respect of the Shares, if any, are revocable, and hereby revokes such
proxies.
(c) Such Stockholder hereby affirms that the irrevocable proxy
set forth in this Section 5 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Such
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and, except as set forth in this Section or in Section 9, is intended
to be irrevocable in accordance with the provisions of Section 212 of the
Delaware General Corporations Law ("DGCL"). If for any reason the proxy granted
herein is not irrevocable, then such Stockholder agrees to vote his or its
Shares in accordance with Section 5(a) above as instructed by Parent in writing.
The parties agree that the foregoing is a voting agreement created under Section
218 of the DGCL.
SECTION 6. Certain Events.
In the event of any change in the Common Stock by reason of a stock
dividend, stock split, split-up, recapitalization, reorganization, business
combination,
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consolidation, exchange of shares, or any similar transaction or other change in
the capital structure of the Company affecting the Common Stock or the
acquisition of additional shares of Common Stock or other securities or rights
of the Company by any Stockholder (whether through the exercise of any options,
warrants or other rights to purchase shares of Common Stock or otherwise): (a)
the number of Shares owned by such Stockholder shall be adjusted appropriately
and (b) this Agreement and the obligations hereunder shall attach to any
additional shares of Common Stock or other securities or rights of the Company
issued to or acquired by each of the Stockholders.
SECTION 7. Non-Solicitation.
Each Stockholder agrees that it shall immediately cease and cause to
be terminated all existing activities, discussions or negotiations with any
persons with respect to the possibility or consideration of any Acquisition
Proposal. Such Stockholder shall not and shall not authorize or permit its
representatives (including, without limitation, investment bankers, financial
advisors, attorneys, accountants or other representatives (collectively, the
"Representatives")) to directly or indirectly (i) solicit, initiate or encourage
(including by way of furnishing information or assistance), or take any other
action to facilitate or encourage any inquiries or the making of any proposal
that constitutes, or is reasonably likely to lead to, any Acquisition Proposal,
(ii) participate in any discussions or negotiations regarding, or provide any
nonpublic information or data to any person relating to, any Acquisition
Proposal or (iii) enter into any agreement with respect to any Acquisition
Proposal. Any violation of the foregoing restrictions by any of the Stockholders
or their respective Representatives, whether or not such Stockholder or
Representative is so authorized by the Company or by any other Stockholder and
whether or not such Stockholder or Representative is purporting to act on behalf
of the Company, any Stockholder or Stockholders or otherwise, shall be deemed to
be a breach of this Agreement by each Stockholder. It is understood that this
Section 7 limits the rights of each Stockholder only to the extent that such
Stockholder is acting in such Stockholder's capacity as a stockholder. Nothing
herein shall be construed as preventing a Stockholder who is an officer or
director of the Company from fulfilling the obligations of such office
(including, subject to the limitations contained in Section 7.04 of the Merger
Agreement, the performance of obligations required by the fiduciary obligations
of such Stockholder acting solely in his or her capacity as an officer or
director).
SECTION 8. Further Assurances. Each Stockholder shall, upon request
of Parent or Purchaser, execute and deliver any additional documents and take
such further actions as may reasonably be deemed by Parent or Purchaser to be
necessary or desirable to carry out the provisions hereof and to vest in Parent
the power to vote the Shares as contemplated by Section 5.
SECTION 9. Termination. This Agreement, and all rights and
obligations of the parties hereunder, shall terminate immediately upon the
earlier of (a) six months following the termination of the Merger Agreement in
accordance with its terms or (b) the Effective Time; provided, however, that
Sections 8 and 10 shall survive any termination of this Agreement.
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SECTION 10. Expenses. All fees, costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
SECTION 11. Public Announcements. Parent, Purchaser and Stockholder
agree that no public release or announcement with respect to this Agreement or
the transactions contemplated hereby shall be issued by any party without the
prior consent of the other parties (which consent shall not be unreasonably
withheld), except as such release or announcement may be required by Law or the
rules or regulations of any United States securities exchange or Nasdaq, in
which case the party required to make the release or announcement shall use its
reasonable efforts to allow the other parties time to comment on such release or
announcement in advance of such issuance.
SECTION 12. Miscellaneous.
(a) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be delivered by hand or
sent by telecopy or by registered or certified mail (postage prepaid, return
receipt requested) or express mail or reputable overnight courier service to the
respective parties and shall be deemed given when so delivered by hand or
telecopied, or if mailed, three days after mailing (one business day in the case
of overnight mail or overnight courier service) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 12):
If to any of the Stockholders, at the address set forth opposite the
name of such Stockholder on Schedule 1 hereto:
with a copy to:
Xxxxxxxxx Xxxxxxxx XXX
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
000 Xxxxx Xxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
If to Parent or Purchaser, to:
McKesson Corporation
Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telephone:(000) 000-0000
Facsimile:(000) 000-0000
(b) Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
(c) Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in two or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
(d) Entire Agreement; Assignment. This Agreement constitutes
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
This Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise), except that Parent and Purchaser may assign all or any of
their rights and obligations hereunder to any affiliate of Parent, provided that
no such assignment shall relieve the assigning party of its obligations
hereunder if such assignee does not perform such obligations. Any assignment
made in violation of this Section 12(d) shall be void.
(e) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State. Each of the parties
hereby irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the Court of Chancery of the State of Delaware, and any
appellate court thereof, for any litigation arising out of or relating to this
Agreement or the transactions contemplated hereby, to the extent the Court of
Chancery has jurisdiction over the claims alleged in such litigation, or, if the
Court of Chancery does not have jurisdiction over the claims alleged in such
litigation, the courts of the State of Delaware and of the United States of
America located in the State of Delaware, and each of the parties hereby
irrevocably and unconditionally (i) agrees not to commence any such litigation
except in such courts, (ii) waives any objection to the laying of venue of any
such litigation in such Delaware courts and (iii) agrees not to plead or claim
in any Delaware court that such litigation brought therein has been brought in
an inconvenient forum. Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 12. Nothing
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in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by Law.
(f) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER
VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.
(g) Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in
any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
be consummated as originally contemplated to the fullest extent possible.
(h) Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
(i) Amendment. No amendment, modification or waiver in respect
of this Agreement shall be effective against any party unless it shall be in
writing and signed by such party.
(j) Parties in Interest. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.
MCKESSON CORPORATION
By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President Corporate
Strategy and Business Development
SPIRIT ACQUISITION CORPORATION
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President and Secretary
STOCKHOLDER
/s/ Xxxxxxx X. Xxxx
------------------------------------------
Please Print Name:
Xxxxxxx X. Xxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Please Print Name:
Xxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Please Print Name:
Xxxxx X. Xxxxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxxx X. Xxxxxx
-----------------------------
Please Print Name:
Xxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxx Xxx Van Lokeren
-----------------------------
Please Print Name:
Xxxx Xxx Van Lokeren
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ X. Xxxx Xxxxxxxxx, III
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Please Print Name:
X. Xxxx Xxxxxxxxx, III
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxxx X. Xxxxxx
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Please Print Name:
Xxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxxx X. Xxxxxx
-----------------------------
Please Print Name:
Xxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ Xxxxxxx X. Xxxxxx
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Please Print Name:
Xxxxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
STOCKHOLDER
/s/ E. G. Xxxxxxxx
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Please Print Name:
E. G. Xxxxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
170892-San Francisco Server 1A - MSW
STOCKHOLDER
/s/ Xxxxx X. Xxxxxx
-----------------------------
Please Print Name:
Xxxxx X. Xxxxxx
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT FOR STOCKHOLDERS WHO ARE INDIVIDUALS
170892-San Francisco Server 1A - MSW
SCHEDULE 1
D&K HEALTHCARE RESOURCES
OUTSTANDING OPTIONS AND RESTRICTED SHARES FOR DIRECTORS AND EXEC. OFFICERS
AT JULY 8, 2005
Owned
Options Restricted Shares Shares
------- ----------------- -------
XXXXXXX XXXX 35,000 - 14,500
XXXXXX XXXXXX 35,000 - 300,000
XXXXX XXXXXXXX 35,000 - 56,636
XXXXXX XXXXXX 28,334 - 3,890
MAY XXX VAN LOKEREN 15,000 - 1,000
XXXX XXXXXXXXX 370,000 116,150 532,294
XXXXXX XXXXXX 292,332 80,380 10,500
XXXXXX XXXXXX 118,700 26,160 9,500
XXXXXXX XXXXXX - 7,500 -
XX XXXXXXXX 48,000 13,097 -
XXXXX XXXXXX 95,000 13,709 7,000
For purposes of Section 12(a) of this Agreement, the address for each
Stockholder on this Schedule 1 shall be:
D&K Healthcare Resources, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
170892-San Francisco Server 1A - MSW
