Exhibit 10.2
AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of July
15, 1997, by and between DOCTORS HEALTH SYSTEM, INC., a Maryland corporation
(the "Company") and THE BEACON GROUP III--FOCUS VALUE FUND, L.P., a Delaware
limited partnership ("Beacon").
WHEREAS, the parties have entered into a Preferred Stock
Purchase Agreement dated July 7, 1997 (the "Purchase Agreement"); and
WHEREAS, the parties desire to amend the Purchase Agreement;
ACCORDINGLY, the parties hereto hereby agree as follows:
1. The last sentence of Section 2.3 of the Purchase
Agreement is hereby deleted and the following is inserted in lieu thereof:
"2.3. Capitalization. (a) The Company is authorized to issue 20,700,000 shares
of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
10,000,000 shares of Class B Common Stock, par value $.01 per share (the "Class
B Common Stock"), 29,050,000 shares of Class C Common Stock, par value $.01 per
share (the "Class C Common Stock" and, together with the Class A Common Stock
and the Class B Common Stock, the "Common Stock"), 1,000,000 shares of Series A
Convertible Preferred Stock, par value $5.00 per share (the "Series A Preferred
Stock"), 355,556 shares of Series B Convertible Preferred Stock, par value
$11.25 per share (the "Series B Preferred Stock"), 1,500,000 shares of Series C
Convertible Preferred Stock, par value $17.50 per share (the "Series C Preferred
Stock"), and 1,000,000 shares of Preferred Stock. Upon the filing of and
acceptance of the Restated Articles with the Department of Assessments and
Taxation of the State of Maryland, the Company will be authorized to issue
20,700,000 shares of Class A Common Stock; 10,000,000 shares of Class B Common
Stock; 29,050,000 shares of Class C Common Stock; 1,000,000 shares of Series A
Preferred Stock; 438,068 shares of Series B Preferred Stock; 1,500,000 shares of
Series C Preferred Stock; and 5,750,000 shares of Series D Preferred Stock (any
combination of the Series A Preferred Stock, the Series B Preferred Stock, the
Series C Preferred Stock and the Series D Preferred Stock may be referred to
herein as "Preferred Stock"). Immediately following the Closing, 810,000 shares
of Class A Common Stock will be issued and outstanding, 2,634,448 shares of
Class B Common Stock will be issued and outstanding, no shares of Class C Common
Stock will have been issued and no such shares will be outstanding, 1,000,000
shares of Series A Preferred Stock will be issued and outstanding, 438,068
shares of Series B Preferred Stock will be issued and outstanding, 571,428
shares of Series C Preferred Stock will be issued and outstanding, and 2,000,000
shares of Series D Preferred Stock will be issued and outstanding as of the
Closing. Three Million shares of Series D Preferred Stock will be issued and
outstanding as of the Subsequent Closing (as defined in Section 9(a))."
2. Section 2.3(c) of the Purchase Agreement is
hereby amended by deleting Section 2.3(c) and inserting in lieu thereof:
"(c) The shares of Class C Common Stock issuable
upon conversion of the Series D Preferred Stock issued to Beacon on the date of
the Closing under this Agreement represent (assuming 3,000,000 shares of
Series D Preferred Stock outstanding), in the aggregate, 28.7% of the
outstanding Common Stock of the Company on the date of the Closing on a
fully diluted basis (assuming for purposes of calculating full dilution,
all securities convertible into, or exchangeable or exercisable for, shares
of Common Stock (collectively, "Common Stock Equivalents") as having been
converted, exchanged, or exercised) and the voting power of such issued shares
will represent, in the aggregate, 28.7% of the total number of votes able to be
cast on any matter by all voting securities of the Company (other than any
matter the holders of Class A Common Stock, Class B Common Stock, Series A
Preferred Stock, Series B Preferred Stock or Series C Preferred Stock are
entitled by law or pursuant to the Restated Articles to vote on as a separate
class and any matter to be voted on by the holders of shares of Series D
Preferred Stock as a separate class) on the date of the Closing on a fully
diluted basis (treating, for purposes of calculating full dilution, all
Common Stock Equivalents as having been converted, exchanged, or exercised)."
IN WITNESS WHEREOF, the parties have executed this Amendment
to Stock Purchase Agreement as of the date and year first above written.
DOCTORS HEALTH SYSTEM, INC.
By:__________________________
Stewart B. Gold, President
THE BEACON GROUP III--FOCUS
VALUE FUND, L.P.
By: Beacon Focus Value Investors, L.L.C.
By: Focus Value, GP, Inc.
By:__________________________
Xxxx X. Xxxxxxxxx,
Managing Director
