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EXHIBIT 99.25
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF
SUCH ACT.
HEALTHEON CORPORATION
SERIES B PREFERRED STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received X. XXXXXXX XXXX ("Holder"), is
entitled to purchase up to seven hundred fifty thousand (750,000) shares of
Series B Preferred Stock (the "Shares") of HEALTHEON CORPORATION, a Delaware
corporation (the "Company"), subject to the terms and conditions of this Warrant
set forth herein, at an exercise price per share of two dollars ($2.00) (the
"Warrant Price"), as adjusted from time-to-time pursuant to Section 3 below.
1. Term. The purchase right represented by this Warrant is
exercisable, in whole or in part, only during the period (the "Exercise Period")
commencing on July 11, 1997 and expiring automatically on July 10, 2000, at the
close of business.
2. Method of Exercise and Payment.
(a) Method of Exercise. Subject to Section 1 hereof and
compliance with all applicable federal and state securities laws, the purchase
right represented by this Warrant only may be exercised, in whole or in part, by
the Holder by (i) surrender of this Warrant and delivery of the Notice of
Exercise (the form of which is attached hereto as Exhibit A), duly executed, at
the principal office of the Company during the Exercise Period and (ii) payment
to the Company during the Exercise Period of an amount equal to the product of
the then applicable Warrant Price multiplied by the number of Shares then being
purchased pursuant to one of the payment methods permitted under Section 2(b)
(or as set forth below in Section 2(c)).
(b) Method of Payment. Payment shall be made by: (1)
check drawn on a United States bank and for United States funds made payable to
the Company, (2) wire transfer of United States funds to the account of the
Company, (3) cancellation of indebtedness of the Company, (4) by surrender of
shares of Common Stock of the Company provided that: (i) if such shares Common
Stock have been acquired pursuant to a Company granted option, such shares have
been held by Holder for more than six months as of the date of surrender; and
(ii) such surrendered shares of Common Stock have a "fair market value" on the
date of exercise equal to the applicable Warrant Price, or (5) any combination
of the foregoing, at the option of the Holder.
(c) Net Issue Exercise. At the Company's option, in lieu
of paying the aggregate Warrant Price for the Shares by one of the payment
methods specified in Section 2(b) above, the Company may permit the Holder to
receive Shares equal to the value of this Warrant (or the portion thereof being
cancelled) by surrender of this Warrant at the principal office of the Company
together with notice of a request to allow a Net Issue Exercise. In the event
that the Company, in its sole discretion, elects to permit a Net Issue Exercise,
the Company shall issue to the Holder a number of shares of the Company's Series
B Preferred Stock computed using the following formula:
Y(A-B)
X = ----------
A
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Where X = the number of shares of Series B Preferred Stock
to be issued to Holder.
Y = the number of shares of Series B Preferred Stock purchasable
under this Warrant.
A = the fair market value of one share of the Company's Series B
Preferred Stock (at the date of calculation).
B = Warrant Price (as adjusted to the date of such calculation).
For the purposes of the above calculation, the fair market value of the
Series B Preferred Stock shall mean with respect to each share of Series B
Preferred Stock.
(i) the product of (x) the number of shares of Common
Stock into which each share of Series B Preferred Stock is convertible at the
time of exercise and (y) the average of the closing bid and asked prices of the
Company's Common Stock quoted in the Over-The-Counter Market Summary or the
closing price quoted on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Western Edition of the Wall Street
Journal for the ten trading days prior to the date of determination of fair
market value; or
(ii) if the Company's Common Stock is not traded
Over-The-Counter or on an exchange, fair market value of each share of the
Series B Preferred Stock shall be determined in good faith by the Company's
Board of Directors. Receipt and acknowledgement of this Warrant by the Holder
shall be deemed to be an acknowledgement and acceptance of any such fair market
value determination by the Company's Board of Directors as the final and binding
determination of such value for purposes of this Warrant.
(d) Delivery of Certificate. In the event of any exercise
of the purchase right represented by this Warrant, certificates for the Shares
so purchased shall be delivered to the Holder within thirty (30) days of
delivery of the Notice of Exercise and, unless this Warrant has been fully
exercised or has expired, a new warrant representing the portion of the Shares
with respect to which this Warrant shall not then have been exercised shall also
be issued to the Holder within such thirty (30) day period.
(e) No Fractional Shares. No fractional Shares shall be
issued in connection with any exercise hereunder, but in lieu of such fractional
Shares the Company shall make a cash payment therefor upon the basis of the fair
market value per Share as of the date of exercise (as determined above).
3. Adjustments. The number and kind of securities issuable upon
the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:
(a) Reorganization, Consolidation or Merger. In the case
of any reorganization, consolidation or merger of the Company (including,
without limitation, any change of control transaction whereby immediately
following such transaction or series of transactions 50% or more of the
Company's outstanding capital stock is held by new stockholders) with or into
another corporation, the Company, or such successor entity, as the case may be,
shall execute a new warrant providing that the Holder shall have the right to
exercise such new warrant and, upon such exercise, to receive, in lieu of each
Share issuable upon exercise of this Warrant, the number and kind of shares of
stock, other securities, money or property receivable upon such reorganization,
consolidation or merger by a holder of the number of Shares then purchasable
with this Warrant. Such new warrant shall contain provisions relating to the
rights and obligations of the Holder and the Company after such reorganization,
consolidation or merger that shall have, as nearly as possible after appropriate
adjustment, the same effect as the provisions of this Warrant, including the
provisions of this Warrant relating to the vesting schedule, exercise price and
number and type of shares of stock deliverable upon exercise.
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(b) Split, Subdivision or Combination of Shares. If the
Company at any time while this Warrant remains outstanding and unexpired shall
split, subdivide or combine its authorized stock that is of the same class
and/or series as the Shares, the Warrant Price shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination. Any adjustment under this subsection (b) shall become
effective at the close of business on the date the split, subdivision or
combination becomes effective.
(c) Stock Dividends. If the Company at any time while
this Warrant remains outstanding and unexpired shall pay a stock dividend with
respect to the shares of stock of the same class and/or series as the Shares, or
make any other distribution with respect to such shares (except any distribution
specifically provided for in Sections 3(a) or 3(b) above) of similar shares, the
Warrant Price shall be adjusted, from and after the date of determination of the
stockholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such
date of determination by a fraction (i) the numerator of which shall be the
total number of the shares of stock of the same class and/or series as the
Shares outstanding immediately prior to such dividend or distribution, and (ii)
the denominator of which shall be the total number of such shares outstanding
immediately after such dividend or distribution. Any adjustment under this
subsection (c) shall become effective at the close of business on the date such
stock dividend becomes effective.
(d) Reclassification, Exchange or Substitution. If the
Shares issuable upon exercise of this Warrant shall be changed into the same or
a different number of shares of any other class or classes of stock, whether by
reclassification, exchange, substitution or otherwise (other than a split,
subdivision or combination of the Shares pursuant to Section 3(b), the Holder
shall, upon exercise of this Warrant, be entitled to purchase, in lieu of the
shares which the Holder would have been entitled to purchase but for such
change, the number and kind of shares of stock receivable upon such
reclassification, exchange or substitution by a holder of shares of the shares
of stock of the same class and/or series as the Shares.
4. Notice of Adjustments. Whenever the number or kind of Shares
or the Warrant Price shall be adjusted pursuant to Section 3 hereof, the Company
shall mail to the Holder, at least ten (10) days prior to the event requiring
such adjustment, a notice setting forth, in reasonable detail, the event
requiring the adjustment, and, within thirty (30) days after any such
adjustment, the Company shall issue a certificate signed by its Chief Financial
Officer setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was calculated
and the number or kind of shares or the Warrant Price or Warrant Prices after
giving effect to such adjustment, and shall cause a copy of such certificate to
be delivered to the Holder.
5. Company's Representations. All Shares which may be issued upon
the exercise of the purchase right represented by this Warrant shall, upon
issuance in accordance with this Warrant, be duly authorized, validly issued,
fully paid and nonassessable, and free of any liens and encumbrances except for
restrictions on transfer provided for herein or under applicable federal and
state securities laws. During the Exercise Period, the Company shall at all
times have authorized, and reserved for the purpose of issuance upon exercise
right represented by this Warrant, a sufficient number of shares of Series B
Preferred Stock to provide for the exercise of the purchase right represented by
this Warrant.
6. Compliance with Securities Act; Transferability and
Negotiability of Warrant; Disposition of Shares; Repurchase Option.
(a) Compliance with Securities Act. The Holder, by
acceptance hereof, agrees that this Warrant and the Shares to be issued upon the
exercise hereof are being acquired solely for its own account and not as a
nominee for any other party and not with a view toward the resale or
distribution thereof and that it will
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not offer, sell or otherwise dispose of this Warrant or any Shares to be issued
upon the exercise hereof except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended (the "Securities Act"). Upon
the exercise of this Warrant, the Holder shall confirm in writing, in a form
reasonably satisfactory to the Company, that the Shares so issued are being
acquired solely for its own account and not as a nominee for any other party and
not with a view toward resale or distribution thereto. This Warrant and the
Shares to be issued upon the exercise hereof (unless registered under the Act)
shall be imprinted with a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.
In addition, this Warrant and the Shares to be issued upon the
exercise hereof shall bear any legends required by the securities laws of any
applicable states.
(b) Transferability and Negotiability of Warrant. This
Warrant may not be transferred or assigned in whole or in part without
compliance with all applicable federal and state securities laws by the
transferor and the transferee (including, if the transfer is being made other
than in a transaction registered under the Securities Act or exempt from
registration under Rule 144 under the Securities Act, the delivery of investment
representation letters and, if the transfer is being made other than in a
transaction registered under the Securities Act, the delivery of legal opinions
satisfactory to the Company, if requested by the Company) and unless the
transfer is to a transferee or assignee who the Company does not reasonably
consider to be an actual or potential competitor of the Company. Subject to the
provisions of this Warrant with respect to compliance with the Securities Act,
title to this Warrant may be transferred by endorsement and delivery in the same
manner as a negotiable instrument transferable by endorsement and delivery. The
Company shall act promptly to record transfers of this Warrant on its books, but
the Company may treat the registered holder of this Warrant as the absolute
owner of this Warrant for all purposes, notwithstanding any notice to the
contrary.
(c) Disposition of Shares. With respect to any offer,
sale, transfer or other disposition of any Shares acquired pursuant to the
exercise of this Warrant prior to registration of such Shares, the Holder and
each subsequent holder of this Warrant agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a
written opinion of legal counsel for such holder, reasonably satisfactory to the
Company and its legal counsel, if requested by the Company, to the effect that
such offer, sale or other disposition may be effected without registration or
qualification (under the Act or any other federal or state securities laws) of
such Shares and indicating whether or not under the Act, certificates for such
Shares to be sold or otherwise disposed of require any restrictive legend as to
the applicable restrictions on transferability in order to insure compliance
with the Securities Act. Promptly upon receiving such written notice and
reasonably satisfactory opinion, if so requested, the Company, as promptly as
practicable, shall notify such holder that such holder may sell or otherwise
dispose of such Shares, all in accordance with the terms of the notice delivered
to the Company. Each certificate representing the Shares thus transferred
(except a transfer pursuant to Rule 144(K)) shall bear a restrictive legend as
to the applicable restrictions on transferability in order to insure compliance
with the Act, unless in the aforesaid opinion of legal counsel for the holder,
such legend is not required in order to insure compliance with the Securities
Act. The Company may issue stop transfer instructions to its transfer agent in
connection with such restrictions.
(d) Company Repurchase Option. The Company has a
repurchase option with respect to the Shares issuable upon exercise of this
warrant pursuant to the terms set forth in the Series B Preferred Stock Purchase
Agreement, dated as of July 11, 1997 ("Purchase Agreement"), by and between the
Company and
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Holder ("Repurchase Right"). The Shares to be issued upon exercise of this
Warrant shall be imprinted with a legend substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF REPURCHASE OPTION HELD BY THE COMPANY OR ITS
ASSIGNEE(S), AS SET FORTH IN THE SERIES B PREFERRED STOCK
PURCHASE AGREEMENT DATED JULY 11, 1997 BETWEEN THE COMPANY AND
THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY."
(e) Stop-Transfer Notices. Xxxxxx agrees that, in order
to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(f) Refusal to Transfer. The Company shall not be
required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Warrant or
the Purchase Agreement or (ii) to treat as owner of such Shares or to accord the
right to vote or pay dividends to any purchase or other transferee to whom such
Shares shall have been so transferred.
7. Rights of Stockholders. The Holder shall not be entitled to
vote or receive dividends or be deemed the holder of Shares or any other
securities of the Company which may at any time be issuable on the exercise of
this Warrant for any purpose, nor shall anything contained herein be construed
to confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, consolidation, merger, transfer of assets or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until this Warrant shall have been exercised
and the shares issuable upon exercise hereof shall have become deliverable, as
provided herein.
8. Notices. All notices and other communications from the Company
to the Holder, or vice versa, shall be deemed delivered and effective when given
personally or five (5) days after mailed by first-class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
or the Holder, as the case may be, in writing by the Company or such holder from
time to time.
9. Waiver. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.
10. Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
its principles regarding conflicts of law.
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11. Expiration. The right to exercise this Warrant shall expire at
5:00 P.M., Pacific Standard Time, on July 10, 2000, if not terminated earlier
pursuant to any other provision of this Warrant.
HEALTHEON CORPORATION
By: /s/ XXX XXXXX
--------------------------------
Xxx Xxxxx
Chairman of the Board
Warrant Terms Accepted by:
HOLDER:
X. XXXXXXX XXXX
By: /s/ X. XXXXXXX XXXX
--------------------------------
Name: X. XXXXXXX XXXX
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EXHIBIT A
NOTICE OF EXERCISE
TO: HEALTHEON CORPORATION
1. The undersigned Holder of the attached original, executed
Series B Preferred Stock Purchase Warrant (the "Warrant") hereby elects to
exercise its purchase right under such Warrant with respect to ___________
shares of Series B Preferred Stock of Healtheon Corporation (the "Company").
2. The undersigned Holder elects to exercise the Warrant for such
shares (the "Exercise Shares") in the following manner:
[ ] by the enclosed check drawn on a United States bank
and for United States funds made payable to the Company in the amount of
$_________________;
[ ] by wire transfer of United States funds to the
account of the Company in the amount of $_______________, which transfer has
been made before or simultaneously with the deliver of this Notice pursuant to
the instructions of the Company;
[ ] by cancellation of indebtedness of the Company in the
amount of $____________;
[ ] by surrender of shares Common Stock of the Company
pursuant to Section 2(b)(4) of the Warrant;
[ ] by the combination of the foregoing indicated above or
on the attached sheet;
[ ] net issue exercise pursuant to Section 2(c) of the
Warrant, if permitted by the Company.
3. Please issue a stock certificate or certificates representing
the appropriate number of shares in the name of the undersigned or in such other
names as is specified below:
Name:
----------------------------------
Address:
----------------------------------
----------------------------------
Tax Ident. No.:
---------------------------
HOLDER:
X. XXXXXXX XXXX
By:
--------------------------------
Date:
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AMENDMENT TO SERIES B STOCK PURCHASE WARRANT
This AMENDMENT TO SERIES B STOCK PURCHASE WARRANT (this "AMENDMENT") is
made and entered into as of June 18, 2000 by and between Healtheon/WebMD
Corporation (the "COMPANY") and X. Xxxxxxx Xxxx (the "HOLDER").
WHEREAS, the Company issued to the Holder that certain Series B
Preferred Stock Purchase Warrant (the "WARRANT") providing for the purchase by
Holder of up to 750,000 shares of Series B Preferred Stock of the Company (the
"SERIES B PREFERRED STOCK") at an exercise price of $2.00 per share at any time
commencing July 11, 1997 through and until July 10, 2000;
WHEREAS, on May 19, 1998, all outstanding shares of Series B Preferred
Stock were converted into shares of common stock, par value $0.0001 per share,
of the Company (the "COMMON STOCK") on a one-for-one basis and the Warrant
became exercisable for up to 750,000 of shares of Common Stock at an exercise
price of $2.00 per share; and
WHEREAS, the Company and the Holder wish to enter into this Amendment
to provide for the extension of the period for exercise by five years, which
extension was approved by the Company's Compensation Committee at its meeting
held Sunday, June 18, 2000.
NOW, THEREFORE, in consideration of the terms, covenants and conditions
set forth in this Amendment, the Company and the Holder agree as follows:
1. ACKNOWLEDGEMENT OF CHANGE IN TERMS OF THE WARRANT. Each of the
Company and the Holder acknowledges and agrees that, as a result of the
conversion of the Series B Preferred Stock into Common Stock, the Warrant is and
has been at all time from and after May 19, 1998, exercisable for up to 750,000
shares of Common Stock at an exercise price of $2.00 per share.
2. AMENDMENT OF SECTION 1. Section 1 of the Warrant is hereby
amended by deleting the phrase "July 10, 2000" and inserting in lieu thereof the
phrase "July 10, 2005."
3. AMENDMENT OF SECTION 11. Section 11 of the Warrant is hereby
amended by deleting the phrase "July 10, 2000" and inserting in lieu thereof the
phrase "July 10, 2005."
4. MODIFICATION. Except as contemplated by this Amendment, the
terms and conditions of the Warrant shall remain in full force and effect.
[SIGNATURES FOLLOW ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the Company and the Holder have executed this
Amendment to be effective as of the date indicated above.
HEALTHEON/WEBMD CORPORATION
By:/s/ XXXX X. XXXXXXXXXX XXX
-----------------------------------------
Name: Xxxx X. Xxxxxxxxxx XXX
Title: Executive Vice President, Chief
Financial Officer, Treasurer
and Secretary
/S/ X. XXXXXXX XXXX
--------------------------------------------
X. XXXXXXX XXXX
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