EXHIBIT 10.30
HEALTHEON CORPORATION
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "AGREEMENT") summarizes the terms and
conditions with respect to the purchase of shares of Series A Preferred Stock
(the "PREFERRED STOCK" or the "SHARES") of Healtheon Corporation (the
"COMPANY") by certain investors (the "PURCHASERS") identified below. It is
the intention of the parties hereto that this Agreement shall be binding on
each party hereto.
PURCHASE OF PREFERRED STOCK
The Preferred Stock will be sold on the following terms:
Amount: $46,100,046(1)
Purchase Price: $6.00 per share
Number of Shares: 7,638,341 Shares of Preferred Stock(1)
Anticipated Closing Date: October 29, 1998
Terms of Preferred Stock: The Preferred Stock shall be substantially
identical to the Company's Series D Preferred
Stock in its Certificate of Incorporation
dated October 14, 1997; provided, however,
that the liquidation preference and
initial conversion price shall be $6.00
per share; the dividend rate shall be
0.405 per share, when as and if declared
by the Board of Directors; the minimum
initial public offering price resulting in
an Automatic Conversion shall be $10.00
per share and the terms of the Preferred
Stock shall not contain the mandatory
conversion features contained in Section
3(c) of such certificate of incorporation.
Representations and Warranties The Company represents and warrants as of
the date hereof and as of the Closing Date
that the representations and warranties
contained in Section 1 of Annex I are and
will be true and correct in all material
respects. The Purchasers separately and
severally as to themselves represent and
warrant as of the date hereof and as of the
Closing Date that the representations and
warranties contained in Section 2 of Annex I
are and will be true and correct in all
material respects.
(1) Does not include shares issued in connection with the exercise of rights of
first refusal held by certain of the Company's current stockholders.
Closing Conditions: 1. The Purchasers shall have received a
certificate dated the Closing Date and
signed by the chief executive officer of the
Company to the effect that the
representations and warranties attached
hereto in Section 1 of Annex I are true and
correct in all material respects as of the
Closing Date and that the Company has
satisfied all of the conditions on its part
to be performed or satisfied hereunder on or
before the Closing Date.
2. The Purchasers shall have received a
certificate signed by the Secretary of the
Company attesting to the Company's (a)
certificate of incorporation, (b) bylaws and
(c) Board of Directors' minutes authorizing
the Agreement and the transactions
contemplated hereby.
3. The Purchasers shall have received from
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to
the Company, an opinion addressed to them
containing the opinions substantially in the
form specified on Annex II attached hereto.
4. The Company shall have delivered
certificates of good standing for the
Company issued by the Delaware Secretary of
State, California Secretary of State and the
Georgia Secretary of State.
5. The Company shall have taken such
corporate and stockholder actions as are
necessary (a) to approve the Agreement and
the transactions contemplated hereby (b) to
approve and file with the Delaware Secretary
of State the certificate of incorporation,
as amended, and (c) to obtain the waiver of
the rights of first refusal contained in the
Company's Amended and Restated Investors'
Rights Agreement.
Covenants: Each Purchaser that owns an aggregate of
250,000 shares of the Preferred Stock of the
Company shall be entitled to the information
rights contained in Sections 2.1 and 2.2 of
the Amended and Restated Investors' Rights
Agreement.
Expenses: Each party shall bear its own legal and
other expenses with respect to the
financing.
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The provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, administrators and
transferees of the parties hereto. This Agreement may be signed in two or
more counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
By signing below, each of the Purchasers represents for that it has read
the Representations, Warranties and Covenants contained in Section 2 of Annex
I attached hereto and that such representations and warranties are true and
correct in all material respects. Each such Purchaser agrees to be bound by
the lock up provisions contained in Section 2 of Annex I and to cause each of
its assignees or transferees to be bound by such provisions. This Agreement
shall be governed by the laws of the State of California as applicable to
contracts entered into and performed entirely within the State of California.
This Agreement is made this November __, 1998.
Healtheon Corporation Purchaser
By: By:
-------------------------------- --------------------------------
Title: Title:
----------------------------- -----------------------------
Address:
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ANNEX I
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Purchasers that:
(a) The registration statement on Form S-1, as amended to the date
hereof, filed by the Company with the Securities and Exchange Commission
(the "REGISTRATION STATEMENT") and the U.S. preliminary prospectus
contained therein (the "PROSPECTUS") on the date filed and on the Closing
Date did not and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that
certain information contained in the Registration Statement reflects the
closing of the public offering of the Company's Common Stock which has not
occurred. There can be no assurance that such public offering of the
Company's securities will ever occur.
(b) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to enter into the
Agreement, to own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its
Subsidiaries (as defined below), taken as a whole.
(c) Other than Actamed Corporation, a Georgia corporation
("ACTAMED"), UHC Green Acquisition Corp., a Nevada corporation ("UHC"),
Metis Acquisition Corp. ("METIS") and Healtheon Software Development India
Private Limited ("HEALTHEON INDIA") (each of Actamed, UHC, Metis and
Healtheon India are referred to herein as a "SUBSIDIARY" and collectively
as the "SUBSIDIARIES"), the Company has no subsidiaries. Each Subsidiary
of the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its Subsidiaries, taken as a
whole. All of the issued shares of capital stock of each Subsidiary of
the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and are owned directly by the Company, free and
clear of all liens, encumbrances, equities or claims. The Company does
not own, directly or indirectly, an interest in any other corporation,
partnership, business, trust or other entity.
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(d) The Company and each of its Subsidiaries have good and
marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them which is
material to the business of the Company and the Subsidiaries, taken as a
whole, in each case free and clear of all liens, encumbrances and
defects except such as are described in the Prospectus or such as do not
materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by
the Company and its Subsidiaries, taken as a whole; and any real
property and buildings held under lease by the Company and each of its
Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material to the Company and its
Subsidiaries, taken as a whole, and do not interfere with the use made
and proposed to be made of such property and buildings of the Company
and each of its Subsidiaries, in each case except as described in the
Prospectus, or which intervention is not material to the Company and its
Subsidiaries, taken as a whole.
(e) The Agreement has been duly authorized, executed and delivered
by the Company.
(f) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.
(g) The shares of Common Stock outstanding prior to the issuance
of the Shares have been duly authorized and are validly issued, fully
paid and non-assessable. Except as set forth in the Prospectus and in
the Amended and Restated Investors' Rights Agreement, dated May 19,
1998, by and between the Company and the persons and entities listed
therein, neither the Company nor any of its Subsidiaries has outstanding
any options to purchase, or any preemptive rights or other rights to
subscribe for or to purchase, any securities or obligations convertible
into, or any contracts or commitments to issue or sell, shares of its
capital stock or any such options, rights, convertible securities or
obligations. All outstanding shares of capital stock and options and
other rights to acquire capital stock have been issued in compliance
with the registration and qualification provisions of all applicable
federal and state securities laws and were not issued in violation of
any preemptive rights, rights of first refusal or other similar rights.
(h) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.
(i) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement, and
the sale by the Company of the Shares as contemplated hereby, will not
contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or any of its Subsidiaries or
any agreement or other instrument binding upon the Company or any of its
Subsidiaries that is material to the Company and its Subsidiaries, taken
as a whole, or any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or
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any Subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement,
except such as may be required by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Shares.
(j) Each agreement or other instrument that is binding upon the
Company or any of its Subsidiaries and that is material to the Company
and its Subsidiaries, taken as a whole, has been filed as an exhibit to
the Registration Statement.
(k) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its Subsidiaries, taken as a whole, from
that set forth in the Prospectus.
(l) Subsequent to the respective dates as of which information is
given in the Prospectus, (i) the Company and its Subsidiaries have not
incurred any material liability or obligation, direct or contingent, nor
entered into any material transaction not in the ordinary course of
business; (ii) the Company has not purchased any of its outstanding
capital stock, nor declared, paid or otherwise made any dividend or
distribution of any kind on its capital stock; and (iii) there has not
been any material change in the capital stock, short-term debt or
long-term debt of the Company and its Subsidiaries, except in each case
as described in the Prospectus.
(m) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its Subsidiaries is a party or
to which any of the properties of the Company or any of its Subsidiaries
is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement that are not described or
filed as required.
(n) Each of the Company and each of its Subsidiaries has all
necessary consents, authorizations, approvals, orders, certificates and
permits of and from, and has made all declarations and filings with, all
federal, state, local, foreign and other governmental or regulatory
authorities, all self-regulatory organizations and all courts and other
tribunals, to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Prospectus, except to
the extent that the failure to obtain or file would not have a material
adverse effect on the Company and its Subsidiaries taken as a whole.
Neither the Company nor any of its Subsidiaries has received any notice of
proceedings related to the revocation or modification of any such consent,
authorization, approval, order, certificate or permit which, singly or in
the aggregate, if the subject of any unfavorable decision, ruling or
finding, would result in a material adverse change in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its Subsidiaries, taken as a whole, except as described in the
Prospectus.
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(o) The Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.
(p) The Company and each of its Subsidiaries (i) are in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are
in compliance with all terms and conditions of any such permit, license
or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries, taken as a
whole.
(q) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with
Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a material adverse
effect on the Company and its Subsidiaries, taken as a whole.
(r) Except as described in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person granting
such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the
Company.
(s) The Company and each of its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the businesses
in which they are engaged; neither the Company nor any of its
Subsidiaries has been refused any insurance coverage sought or applied
for; and neither the Company nor its Subsidiaries has any reason to
believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a
cost that would not materially and adversely affect the condition,
financial or otherwise, or the earnings, business or operations of the
Company and its Subsidiaries, taken as a whole.
(t) The financial statements, including the notes thereto, included
in the Prospectus fairly present, in all material respects, the financial
position of the Company as of the dates indicated and the results of its
operations for the periods specified; said financial statements have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis.
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(u) Neither the Company nor, to the Company's knowledge, any other
party is in violation or breach of, or in default with respect to,
complying with any material provision of any contract, agreement,
instrument, lease, license, arrangement or understanding which is material
to the Company and its Subsidiaries taken as a whole, and each such
contract, agreement, instrument, lease, license, arrangement and
understanding is in full force and is the legal, valid and binding
obligation of the Company or its Subsidiary and, to the Company's
knowledge, the other parties thereto and is enforceable against the
Company or its Subsidiary and, to the Company's knowledge, against the
other parties thereto in accordance with its terms.
(v) The Company has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.
(w) Except as disclosed in the Prospectus, (i) the Company and each
of its Subsidiaries owns or possesses all material patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade
names, technology and know-how currently employed by them to conduct their
respective businesses in the manner described in the Prospectus,
(ii) neither the Company nor any of its Subsidiaries has received any
notice of infringement of or conflict with (and neither the Company nor
any of its Subsidiaries knows of any infringement or conflict with)
asserted rights of others with respect to any of the foregoing which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse effect upon the Company
and its Subsidiaries, taken as a whole, and (iii) the discoveries,
inventions, products or processes of the Company and each of its
Subsidiaries referred to in the Prospectus do not, to the knowledge of
the Company or any of its Subsidiaries, infringe or conflict with any
right or patent of any third party, or any discovery, invention, product
or process that would have a material adverse effect on the Company and
ts Subsidiaries, taken as a whole.
(x) The Company and its Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(y) No material labor dispute with the employees of the Company or
any of its Subsidiaries exists or, to the knowledge of the Company, is
imminent; and the Company is not aware of any existing, threatened or
imminent labor disturbance by the employees of any of its principal
suppliers, manufacturers or contractors that could have a material adverse
effect on the Company and its Subsidiaries, taken as a whole.
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(z) Immediately prior to the closing of the transaction contemplated
hereby, the authorized capital stock of the Company consists of
(a) 150,000,000 shares of Common Stock, $0.0001 par value, 54,522,049
shares of which are issued and outstanding, and (b) 6,675,003 shares of
Preferred Stock, all of which is designated Series A Preferred Stock and
none of which is issued and outstanding. The Company has granted options
and issued warrants to purchase 13,898,427 shares of Common Stock. Other
than such stock options and warrants or as identified in the Registration
Statement, there are no options, warrants or other rights to purchase any
of the Company's authorized and unissued capital stock following the
Closing. All issued and outstanding shares of the Company's capital stock
have been duly authorized and validly issued, are fully paid and
nonassessable, and were issued in compliance with applicable federal and
state securities law. The Company is not a party or subject to any
agreement or understanding, and, to the Company's knowledge, there is no
agreement or understanding between any persons and/or entities, which
affects or relates to the voting or giving of written consents with
respect to any security or by a director of the Company.
(aa) Subject to the accuracy of the Purchasers' representations in
Section 2 of this Annex I, the offer, sale and issuance of the Shares
constitute transactions exempt from the registration requirements under
the Securities Act of 1933, as amended.
(bb) The Company intends to use the proceeds from the sale of the
Shares in a manner consistent with the "Use of Proceeds" section in the
Prospectus.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.
Each Purchaser represents, warrants and covenants to the Company the following:
(a) Purchaser agrees that to the extent specified by the Company and
an underwriter of Common Stock (or other securities) of the Company, it
will at the time of an initial public offering execute a lock-up agreement
to the effect that it will not sell, offer to sell, contract to sell
(including without limitation any short sale), grant any option to
purchase or otherwise transfer or dispose of (other than to funds or
affiliates of such Purchasers or to donees who agree to be similarly
bound) any securities of the Company (other than securities already
registered) during a reasonable and customary period of time not to
exceed one hundred and eighty (180) days, as agreed to by the Company
and the underwriters, following the effective date of the Company's firm
commitment initial public offering pursuant to a registration under the
Securities Act of 1933, as amended (the "SECURITIES ACT"); provided,
however, that all officers and directors of the Company enter into
similar agreements. In order to enforce the foregoing covenant, the
Company may impose stop transfer instructions with respect to the
securities of each Purchaser (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such
one hundred and eighty (180) day period. The Company agrees to remove
such stop transfer instructions at the end of such 180-day period.
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(b) Purchaser is acquiring the Shares for investment for its own
account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution thereof. Purchaser
understands that the Shares have not been, and will not be when issued,
registered under the Securities Act by reason of a specific exemption
from the registration provisions of the Securities Act, the availability
of which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the representations as expressed
herein.
(c) Purchaser acknowledges that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or unless an
exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 promulgated under the Securities Act which permit
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, which may include, among other things,
the existence of a public market for the shares, the availability of
certain current public information about the Company, the resale occurring
not less than one year after a party has purchased and paid for the
security to be sold, the sale being effected through a "broker's
transaction" or in transactions directly with a "market maker" and the
number of shares being sold during any three-month period not exceeding
specified limitations.
(d) Purchaser understands that no public market now exists, and that
a market may never exist, for any of the securities issued by the Company.
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ANNEX II
FORM OF LEGAL OPINION
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall deliver the following opinions in
substantially the form set forth herein. For purposes of delivering opinion
no. 8, such counsel may assume that all agreements and other instruments that
are material to the Company have been filed as exhibits to the Registration
Statement. In addition, such counsel shall be entitled to make such
assumptions, to limit such opinions and to rely on such certificates as to
factual matters as are standard in legal opinions given in connection with
venture capital financings.
1. The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property,
enter into the Agreement and to conduct its business as presently conducted
and proposed to be conducted and is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its Subsidiaries,
taken as a whole.
2. Each Subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as presently conducted and
proposed to be conducted and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing would
not have a material adverse effect on the Company and its Subsidiaries, taken
as a whole.
3. The Company is not and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as
described in the Registration Statement, will not be an "investment company"
as such term is defined in the Investment Company Act of 1940, as amended.
4. The shares of Common Stock outstanding prior to the issuance of the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
5. All of the issued shares of capital stock of each Subsidiary of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable and are owned directly by the Company, free and clear of all
liens, encumbrances, equities or claims.
6. The Shares have been duly authorized and, when issued and delivered
in accordance with the terms of the Agreement, will be validly issued, fully
paid and non-assessable, and the issuance of such Shares will not be subject
to any preemptive right or rights of first refusal or similar rights which
have not been waived or otherwise provided for us as set forth in the
Agreement.
7. The Agreement has been duly authorized, executed and delivered by the
Company. The Agreement constitutes a valid and binding obligation of the
Company.
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8. The execution and delivery by the Company of, and the performance
by the Company of its obligations under, the Agreement will not contravene
any provision of applicable law or the certificate of incorporation or
by-laws of the Company or any agreement or other instrument binding upon the
Company or any of its Subsidiaries that is an exhibit to the Registration
Statement, or to such counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the Company
or any Subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under the Agreement, except
such as may be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares.
9. Immediately prior to the closing of the transaction contemplated
hereby, the authorized capital stock of the Company consists of (a)
150,000,000 shares of Common Stock, $0.0001 par value, 54,522,049 shares of
which are issued and outstanding, and (b) 6,675,003 shares of Preferred
Stock, all of which is designated Series A Preferred Stock and none of which
is issued and outstanding. The Company has granted options and issued
warrants to purchase 13,898,427 shares of Common Stock. Other than such
stock options and warrants, there are no options, warrants or other rights to
purchase any of the Company's authorized and unissued capital stock following
the Closing. All issued and outstanding shares of the Company's capital
stock have been duly authorized and validly issued, are fully paid and
nonassessable, and were issued in compliance with applicable federal and
state securities law. The Company is not a party or subject to any agreement
or understanding, and, to such counsel's knowledge, there is no agreement or
understanding between any persons and/or entities, which affects or relates
to the voting or giving of written consents with respect to any security or
by a director of the Company.
10. After due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any of
its Subsidiaries is a party or to which any of the properties of the Company
or any of its Subsidiaries is subject that would question the validity of the
Agreement or would be required to be described in the Registration Statement
and are not so described or of any statutes, regulations, contracts or other
documents that would be required to be described in the Registration
Statement or to be filed as exhibits to the Registration Statement that are
not described or filed as required.
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