EXHIBIT 3.12
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PREFERRED STOCK PURCHASE AGREEMENT
Dated as of September 30, 1997
between
RAMSAY HEALTH CARE, INC.,
as Issuer
and
▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY. LIMITED
as Purchaser
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TABLE OF CONTENTS
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ARTICLE 1 AUTHORIZATION OF PREFERRED STOCK;
SALE AND PURCHASE OF PREFERRED STOCK 1
SECTION 1.01 Authorization of Preferred Stock........................ 1
SECTION 1.02 Sale and Purchase of Preferred Stock.................... 1
SECTION 1.03 Use of Proceeds......................................... 2
SECTION 1.04 Investment Representations.............................. 2
ARTICLE 2 CONDITIONS TO CLOSING............................................. 2
ARTICLE 3 REPRESENTATIONS AND WARRANTIES.................................... 3
SECTION 3.01 Corporate Existence; Compliance with Law................ 3
SECTION 3.02 Corporate Power; Authorization; Enforceable Obligations. 3
SECTION 3.03 Financial Statements.................................... 4
SECTION 3.04 Material Adverse Effect................................. 4
SECTION 3.05 Authorized and Outstanding Shares of Capital Stock...... 4
SECTION 3.06 Authorization and Issuance of Securities................ 4
SECTION 3.07 Securities Laws......................................... 4
ARTICLE 4 REGISTRATION; TRANSFER; EXCHANGE;
REPLACEMENT OF CERTIFICATES............................................... 5
SECTION 4.01 Register for Series 1997-A Preferred Stock.............. 5
SECTION 4.02 Transfers............................................... 5
SECTION 4.03 Transfer and Exchange of Series 1997-A Preferred Stock.. 5
SECTION 4.04 Replacement of Certificates............................. 5
ARTICLE 5 MISCELLANEOUS..................................................... 6
SECTION 5.01 Complete Agreement...................................... 6
SECTION 5.02 Amendments and Waivers.................................. 6
SECTION 5.03 Fees and Expenses; Taxes................................ 6
SECTION 5.04 No Waiver............................................... 6
SECTION 5.05 Severability............................................ 6
SECTION 5.06 Notices................................................. 7
SECTION 5.07 Section Titles.......................................... 8
SECTION 5.08 Counterparts............................................ 8
SECTION 5.09 Term.................................................... 8
SECTION 5.10 Indemnification......................................... 8
SECTION 5.11 Successors and Assigns.................................. 8
THIS PREFERRED STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of
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September 30, 1997, by and between RAMSAY HEALTH CARE, INC., a Delaware
corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY. LIMITED, an
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Australian corporation ("Purchaser"), for the benefit of Purchaser and each
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other Person (as hereinafter defined) that may hereafter become holder of shares
of Series 1997-A Preferred Stock (as hereinafter defined) in accordance with
Article 4 below (Purchaser and any such holder, individually a "Holder", and
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collectively the "Holders").
RECITALS
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A. The Company desires to issue shares of its Class B Preferred Stock,
$1.00 par value (the "Class B Preferred Stock"), having an aggregate stated
value of $4,000,000, all on the terms and subject to the conditions contained
herein;
B. Purchaser is willing, on the terms and conditions set forth herein, to
purchase such Class B Preferred Stock on the date hereof; and
C. The proceeds of the purchase of such Class B Preferred Stock will be
used in the manner described in Section 1.03 below.
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AGREEMENT
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NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and intending to be legally bound, the parties hereto
agree as follows:
ARTICLE 1
AUTHORIZATION OF PREFERRED STOCK;
SALE AND PURCHASE OF PREFERRED STOCK
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SECTION 1.1 Authorization of Preferred Stock. The Company has duly
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authorized and designated 4,000 shares of Class B Preferred Stock of the
Company, $1.00 par value per share, as Class B Preferred Stock, Series 1997-A
(the "Series 1997-A Preferred Stock"), pursuant to a Certificate of Designations
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in the form attached as Exhibit A hereto filed with the Secretary of State of
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Delaware on September 30, 1997 (the "Certificate of Designations").
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SECTION 1.2 Sale and Purchase of Preferred Stock.
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(1) The Company agrees to sell to Purchaser and, on the terms and
subject to the conditions of this Agreement, Purchaser agrees to purchase from
the Company, all of the Series 1997-A Preferred Stock, at a purchase price of
$4,000,000.
(2) The sale and purchase of the Series 1997-A Preferred Stock (the
"Closing") will occur at the offices of King & Spalding, 191 Peachtree Street,
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00
A.M., on September 30, 1997 (the "Closing Date"). At the Closing, the Company
shall deliver to Purchaser one or more certificates evidencing the 4,000 shares
of Series 1997-A Preferred Stock, as requested by Purchaser, against delivery by
Purchaser to the Company of funds in the amount of $4,000,000 (including by
offset against amounts owed by the Company to the Purchaser and/or its
affiliates in respect of (i) $250,000 principal amount of indebtedness owed to a
corporate affiliate of the Purchaser by Ramsay Managed Care, Inc., a wholly
owned subsidiary of the Company, (ii) accrued and unpaid interest and net
commitment fees (as of the date hereof) of $354,582 in respect of all such
indebtedness and (iii) accrued and unpaid dividends (as of the date hereof) of
$611,083 in respect of Class B Preferred Stock, Series C of the Company and
Class B Preferred Stock, Series 1996 of the Company held by the Purchaser and a
corporate affiliate thereof).
SECTION 1.3 Use of Proceeds. The proceeds from the sale of the Series
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1997-A Preferred Stock shall be used by the Company for the Company's working
capital and other corporate purposes.
SECTION 1.4 Investment Representations. Purchaser and, by its purchase of
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any Series 1997-A Preferred Stock hereafter, each Holder represents and warrants
that:
(1) it is an "accredited investor," as that term is defined in
Regulation D under the Securities Act of 1933 as amended (the "Securities Act"),
and has such knowledge, skill, sophistication and experience in business and
financial matters, based on actual participation, that it is capable of
evaluating the merits and risks of the purchase of Series 1997-A Preferred Stock
from the Company and the suitability thereof for Purchaser;
(2) it is acquiring Series 1997-A Preferred Stock for its own account,
for investment purposes and not with a view to the distribution thereof;
provided, however, that the foregoing representation and warranty shall not be
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construed as imposing any limitation on Purchaser's or any other Holder's right
to transfer any Series 1997-A Preferred Stock that is not otherwise expressly
set forth in this Agreement or required under applicable law; and
(3) it will not, directly or indirectly, offer, transfer, sell,
assign, pledge, hypothecate or otherwise dispose of any of the Series 1997-A
Preferred Stock (or solicit any offers to buy, purchase or otherwise acquire or
take a pledge of any of the Series 1997-A Preferred Stock), except in compliance
with the Securities Act.
ARTICLE 2
CONDITIONS TO CLOSING
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The obligations of Purchaser to purchase the Series 1997-A Preferred Stock
on the Closing Date shall be subject to the prior or concurrent satisfaction of
each of the conditions precedent set forth in this Article 2:
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(4) This Agreement; Preferred Stock Agreement. This Agreement or
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counterparts hereof shall have been duly executed by, and delivered to, the
Company and Purchaser; and Purchaser shall reasonably have received such
documents, instruments and agreements as Purchaser shall reasonably request in
connection with the transactions contemplated by this Agreement, each in form
and substance reasonably satisfactory to Purchaser.
(5) Approvals. Purchaser shall have received reasonably satisfactory
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evidence that the Company has obtained all required consents and approvals of
all Persons, including all requisite governmental authorities, to the execution,
delivery and performance of this Agreement. For purposes of this Agreement,
"Person" shall mean any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, entity or
government (whether federal, state, county, city, municipal or otherwise,
including any instrumentality, division, agency, body or department thereof).
(6) Representations and Warranties True and Correct. No
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representation or warranty by the Company in this Agreement shall be untrue or
incorrect.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
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To induce Purchaser to enter into this Agreement, the Company represents
and warrants to Purchaser that, as of the Closing Date:
SECTION 1.5 Corporate Existence; Compliance with Law. The Company and
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each of its Subsidiaries: (a) is a corporation duly organized or, in the case of
certain of its Subsidiaries, a partnership or a limited liability company duly
formed; (b) is validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation; (c) is duly qualified to do
business and is in good standing in each other jurisdiction where its ownership
or lease of property or the conduct of its business requires such qualification
except where a failure to be so qualified and in good standing would not have a
material adverse effect on the business, financial condition or operations of
the Company, as a whole (a "Material Adverse Effect"); (d) has the requisite
corporate, partnership or limited liability company power and authority, as the
case may be, and the legal right to own, pledge, mortgage or otherwise encumber
and operate its properties, to lease the property it operates under lease, and
to conduct its business as now, heretofore and proposed to be conducted; and (e)
is in compliance with its articles or certificate of incorporation and bylaws,
its partnership agreement or limited liability company operating agreement, as
the case may be.
SECTION 3.1 Corporate Power; Authorization; Enforceable Obligations. The
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execution, delivery and performance by the Company of this Agreement and the
issuance to Purchaser of the Series 1997-A Preferred Stock: (a) are within the
Company's corporate power; (b) have been duly authorized by all necessary
corporate and shareholder action; (c) are not in contravention of any provision
of the Company's certificate of incorporation or bylaws or other organizational
documents;
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(d) do not violate any law or regulation, or any order or decree of any
governmental authority; (e) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any such Subsidiary or any of their respective property is
bound; (f) do not result in the creation or imposition of any lien or
encumbrance upon any of the property of the Company or any of its Subsidiaries;
and (g) do not require the consent or approval of any governmental authority or
any other person, except those consents and approvals referred to in paragraph
(b) of Article 2, all of which will have been duly obtained, made or complied
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with prior to the Closing Date and which are in full force and effect. At or
prior to the Closing Date, this Agreement shall have been duly executed and
delivered for the benefit of or on behalf of the Company and each shall then
constitute a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms except as the enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
laws affecting creditor's rights and remedies in general.
SECTION 1.6 Financial Statements. The Company has made available to
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Purchaser the financial statements identified in Schedule 3.03 (the "Financial
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Statements").
SECTION 1.7 Material Adverse Effect. Since June 30, 1997, no event has
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occurred and is continuing that has had a Material Adverse Effect.
SECTION 1.8 Authorized and Outstanding Shares of Capital Stock. After
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giving effect to the Closing and the issuance of the Series 1997-A Preferred
Stock pursuant to this Agreement and the issuing of the Class B Preferred Stock
Series 1997 Preferred Stock, as of the Closing Date the authorized capital stock
of the Company consists of 21,800,000 shares, of which (a) 20,000,000 shares
consist of common stock, $.01 par value per share, of the Company, 10,586,122 of
which are issued and outstanding; (b) 800,000 shares consist of Class A
Preferred Stock, par value $1.00 per share, none of which are issued and
outstanding; and (c) 1,000,000 shares consist of Class B Preferred Stock, par
value $1.00 per share ("Class B Preferred Stock"), 152,231 shares of which have
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been authorized and designated as "Series C," 142,486 of which are issued and
outstanding; 100,000 shares of which have been authorized and designated as
"Series 1996," all of which are issued and outstanding; 100,000 shares of which
have been authorized and designated as "Series 1997 Preferred Stock," all of
which are issued and outstanding; and 4,000 shares of which have been authorized
and designated as "Series 1997-A," all of which are issued and outstanding.
SECTION 1.9 Authorization and Issuance of Securities. The issuance of the
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Series 1997-A Preferred Stock has been duly authorized and, upon delivery to
Purchaser of certificate(s) therefor against payment in accordance with the
terms hereof, the Series 1997-A Preferred Stock will have been validly issued
and fully paid and non-assessable, free and clear of all liens and encumbrances
created by or through the Company and all preemptive rights.
SECTION 1.10 Securities Laws. In reliance on the investment
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representations contained in Section 1.04, the offer, issuance, sale and
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delivery of the Series 1997-A Preferred Stock, as
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provided in this Agreement and will be exempt from the registration requirements
of the Securities Act and all applicable state securities laws.
ARTICLE 4
REGISTRATION; TRANSFER; EXCHANGE;
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REPLACEMENT OF CERTIFICATES
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SECTION 1.11 Register for Series 1997-A Preferred Stock. The Company shall
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keep at its principal executive office a register for the registration of
transfers of Series 1997-A Preferred Stock. The name and address of each
Holder, each transfer thereof and the name and address of each transferee of one
or more certificates evidencing Series 1997-A Preferred Stock shall be
registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Series 1997-A Preferred Stock shall be
registered shall be deemed and treated as the owner and holder thereof for all
purposes hereof, and the Company shall not be affected by any notice or
knowledge to the contrary. The Company shall give to any Holder, promptly upon
request therefor, a complete and correct copy of the names and addresses of all
Holders.
SECTION 1.12 Transfers. Subject to compliance with applicable securities
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laws the Holders may transfer all or any portion of the Series 1997-A Preferred
Stock held by them at any time to any Person.
SECTION 1.13 Transfer and Exchange of Series 1997-A Preferred Stock. Upon
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surrender of any certificate evidencing Series 1997-A Preferred Stock at the
principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered Holder or his attorney duly authorized in writing and accompanied by
(i) the address for notices of each transferee of such certificate, (ii)
evidence of the payment of any applicable transfer taxes, and (iii) an executed
agreement from the transferee in favor of the Company, making the
representations and warranties set forth in Section 1.04 and agreeing to be
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bound by the terms and conditions of this Agreement), the Company shall execute
and deliver, at its expense, one or more new certificates (as requested by the
registered Holder thereof) in exchange therefor, in an aggregate number of
shares equal to those evidenced by the surrendered certificate.
SECTION 1.14 Replacement of Certificates. Upon receipt by the Company of
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written notice from any Holder of the loss, theft, destruction or mutilation of
any certificate evidencing Series 1997-A Preferred Stock held by such Holder and
(a) in the case of loss, theft or destruction, of security reasonably
satisfactory to the Company (or, in the case of Purchaser or any other Holder
that is an institutional investor, an unsecured agreement of indemnity from such
Holder), or (b) in the case of mutilation, upon surrender and cancellation
thereof, the Company, at its own expense, shall execute and deliver, in lieu
thereof, a new certificate in replacement of such lost, stolen, destroyed or
mutilated certificate.
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ARTICLE 5
MISCELLANEOUS
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SECTION 1.15 Complete Agreement. This Agreement constitutes the complete
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agreement among the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements, commitments, understandings or
inducements (oral or written, expressed or implied) relating to a financing of
substantially similar form, purpose or effect.
SECTION 1.16 Amendments and Waivers.
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(1) No amendment, modification, termination or waiver of any provision
of this Agreement or any consent to any departure by the Company therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Company and at least 66-2/3% of the Holders (the "Required Holders") or,
in the case of certain matters contemplated by the Certificate of Designations,
as set forth therein.
(2) Each amendment, modification, termination or waiver shall be
effective only in the specific instance and for the specific purpose for which
it was given. No notice to or demand on the Company in any case shall entitle
the Company to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 5.02 shall be binding upon each holder
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of Series 1997-A Preferred Stock at the time outstanding and each future holder
of Series 1997-A Preferred Stock.
SECTION 1.17 Fees and Expenses; Taxes. The Company agrees to pay any
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present or future transfer, intangible personal property, stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise from the issuance, sale or delivery of the Series 1997-A Preferred Stock
by the Company to Purchaser pursuant to this Agreement (including penalties,
interest and expenses arising therefrom or with respect thereto).
SECTION 1.18 No Waiver. No failure on the part of any Holder, at any time
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or times, to require strict performance by the Company of any provision of this
Agreement shall waive, affect or diminish any right of the Holders thereafter to
demand strict compliance and performance therewith. None of the undertakings,
agreements, warranties, covenants and representations of the Company contained
in this Agreement, unless such waiver or suspension is by an instrument in
writing signed by an officer of or other authorized employee of each of the
Required Holders, or as otherwise provided in the Certificate of Designations,
as required by Section 5.02 above, and directed to the Company specifying such
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suspension or waiver.
SECTION 1.19 Severability. Wherever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
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SECTION 1.20 Notices. Except as otherwise provided herein, whenever it is
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provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by another party, or whenever any of the parties desires to give or
serve upon another party any communication with respect to this Agreement, each
such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and shall be deemed to have been validly
served, given or delivered (a) upon the earlier of actual receipt and three (3)
business days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid, (b) upon
transmission, when sent by telecopy or other similar facsimile transmission
(with such telecopy or facsimile promptly confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided in this Section
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5.06), (c) one (1) business day after deposit with a reputable overnight courier
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with all charges prepaid, or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the
address or facsimile number indicated below or to such other address (or
facsimile number) as may be substituted by notice given as herein provided. The
giving of any notice required hereunder may be waived in writing by the party
entitled to receive such notice. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to any person (other than the Company or a Holder) designated below to receive
copies shall in no way adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.
If to Purchaser, at: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Attention: Director
Telecopy No: 011-612-94-333-460
If to any other Holder: At its last known address appearing
on the books of the Company maintained
for such purpose in accordance with Section 4.01
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If to the Company, at: Ramsay Health Care, Inc.
Columbus Center
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Cost, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
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SECTION 1.21 Section Titles. The Section titles and Table of Contents
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contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Agreement.
SECTION 1.22 Counterparts. This Agreement may be executed in any number of
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separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
SECTION 1.23 Term. This Agreement shall remain in full force and effect
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until all of the Series 1997-A Preferred Stock has been redeemed in full.
SECTION 1.24 Indemnification. The Company shall indemnify and hold each
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Holder, their respective officers, directors, employees, attorneys, affiliates,
successors and agents (each, an "Indemnified Person"), harmless from and against
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any and all suits, actions, costs, fines, deficiencies, penalties, proceedings,
claims, damages, losses, liabilities and expenses (including reasonable
attorneys' fees and disbursements and other costs of investigations or defense,
including those incurred upon any appeal) (each, a "Claim") which may be
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instituted or asserted against or incurred by such Indemnified Person as the
result of the consummation of the transactions contemplated under this Agreement
or otherwise arising in connection with the transactions contemplated hereunder,
regardless of whether the Indemnified Person is a party to such Claim; provided,
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that the Company shall not be liable for any indemnification to such Indemnified
Person with respect to any portion of any such Claim which results solely from
such Indemnified Person's gross negligence, willful misconduct or breach of this
Agreement as determined by a final judgment of a court of competent
jurisdiction. NO HOLDER OR ANY OTHER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR
LIABLE TO ANY OTHER PARTY HERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHICH MAY BE ALLEGED AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS UNDER
THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 1.25 Successors and Assigns. This Agreement shall be binding on
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and shall inure to the benefit of the Company, the Holders and their respective
successors and permitted assigns (including, in the case of the Company, a
debtor-in-possession on behalf of the Company), except as otherwise provided
herein or therein. Except in respect of a collateral assignment in favor of the
Company's lenders, from time to time, the Company may not assign, delegate,
transfer, hypothecate or otherwise convey its rights, benefits, obligations or
duties hereunder or under any this Agreement without the prior express written
consent of the Required Holders. Any such purported assignment, transfer,
hypothecation or other conveyance by the Company without such prior express
written consent shall be void. The terms and provisions of this Agreement are
for the purpose of defining the relative rights and obligations of the Company
and the Holders with respect to the transactions contemplated hereby and there
shall be no third party beneficiaries of any of the terms and provisions of this
Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.
RAMSAY HEALTH CARE, INC.
By:_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY.
LIMITED
By:_________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
Accepted and agreed to
▇▇▇▇ ▇▇▇▇▇▇ HOSPITALS
PTY. LIMITED
By:________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
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