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PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as part of this Form 10-K:
(1) FINANCIAL STATEMENTS.
See Index to Financial Statements and Schedule on page F-1.
(2) FINANCIAL STATEMENT SCHEDULES.
See Index to Financial Statements and Schedule on page F-1.
(3) EXHIBITS.
The following exhibits are filed (or incorporated by reference herein)
as part of this Form 10-K:
EXHIBIT
NUMBER | DESCRIPTION OF EXHIBIT |
| 2.1+ | Agreement and Plan of Reorganization, dated as of May 16,
2000, by and among TriZetto, Elbejay Acquisition Corp., IMS
Health Incorporated and Erisco Managed Care Technologies,
Inc. (Incorporated by reference to Exhibit 2.1 of TriZetto's
Form 8-K as filed with the SEC on May 19, 2000, File No.
000-27501) |
| 2.2+ | Agreement and Plan of Merger, dated as of November 2, 2000,
by and among TriZetto, Cidadaw Acquisition Corp., Resource
Information Management Systems, Inc. ("RIMS"), the
shareholders of RIMS, Terry L. Kirch and Thomas H. Heimsoth
(Incorporated by reference to Exhibit 2.1 of TriZetto's Form
8-K as filed with the SEC on December 18, 2000, File No.
000-27501) |
| 2.3 | First Amendment to Agreement and Plan of Merger, dated as of
December 1, 2000, by and among TriZetto, Cidadaw Acquisition
Corp., RIMS, the shareholders of RIMS, Terry L. Kirch and
Thomas H. Heimsoth (Incorporated by reference to Exhibit 2.2
of TriZetto's Form 8-K as filed with the SEC on December 18,
2000, File No. 000-27501) |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of
TriZetto, as filed with the Delaware Secretary of State
effective as of October 14, 1999 (Incorporated by reference
to Exhibit 3.2 of TriZetto's Registration Statement on Form
S-1/A, as filed with the SEC on September 14, 1999, File No.
333-84533) |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate
of Incorporation of TriZetto, dated October 3, 2000
(Incorporated by reference to Exhibit 3.1 of TriZetto's Form
10-Q as filed with the SEC on November 14, 2000, File No.
000-27501) |
| 3.3 | Certificate of Designation of Rights, Preferences and
Privileges of Series A Junior Participating Preferred Stock
of TriZetto, dated October 17, 2000 (Incorporated by
reference to Exhibit 3.2 of TriZetto's Form 10-Q as filed
with the SEC on November 14, 2000, File No. 000-27501) |
| 3.4 | Amended and Restated Bylaws of TriZetto effective as of
October 7, 1999 (Incorporated by reference to Exhibit 3.4 of
TriZetto's Registration Statement on Form S-1/A, as filed
with the SEC on August 18, 1999, File No. 333-84533) |
| 4.1 | Specimen common stock certificate (Incorporated by reference
to Exhibit 4.1 of TriZetto's Registration Statement on Form
S-1/A as filed with the SEC on September 14, 1999, File No.
333-84533) |
| 4.2 | Rights Agreement, dated October 2, 2000, by and between
TriZetto and U.S. Stock Transfer Corporation (Incorporated
by reference to Exhibit 2.1 of TriZetto's Form 8-A12G as
filed with the SEC on October 19, 2000, File No. 000-27501) |
| 10.1* | First Amended and Restated 1998 Stock Option Plan
(Incorporated by reference to Exhibit 4.1 of TriZetto's Form
S-8 as filed with the SEC on August 7, 2000, File No.
333-43220) |
| 10.2* | Form of 1998 Incentive Stock Option Agreement (Incorporated
by reference to Exhibit 10.2 of TriZetto's Registration
Statement on Form S-1 as filed with the SEC on August 5,
1999, File No. 333-84533) |
| 10.3* | Form of 1998 Non-Qualified Stock Option Agreement
(Incorporated by reference to Exhibit 10.3 of TriZetto's
Registration Statement on Form S-1 as filed with the SEC on
August 5, 1999, File No. 333-84533) |
| 10.4* | 1999 Employee Stock Purchase Plan (Incorporated by reference
to Exhibit 10.4 of TriZetto's Registration Statement on Form
S-1/A as filed with the SEC on August 18, 1999, File No.
333-84533) |
| 10.5* | RIMS Stock Option Plan (Incorporated by reference to Exhibit
4.1 of TriZetto's Form S-8 as filed with the SEC on December
21, 2000, File No. 000-27501) |
| 10.6* | Employment Agreement, dated April 30, 1998, by and between
TriZetto and Jeffrey H. Margolis (Incorporated by reference
to Exhibit 10.5 of TriZetto's Registration Statement on Form
S-1 as filed with the SEC on August 5, 1999, File No.
333-84533) |
| 10.7 | Promissory Note, dated April 30, 1998, by and between
TriZetto and Jeffrey H. Margolis (Incorporated by reference
to Exhibit 10.6 of TriZetto's Registration Statement on Form
S-1 as filed with the SEC on August 5, 1999, File No.
333-84533) |
| 10.8 | Form of Indemnification Agreement (Incorporated by reference
to Exhibit 10.7 of TriZetto's Registration Statement on Form
S-1 as filed with the SEC on August 5, 1999, File No.
333-84533) |
| 10.9 | Form of Restricted Stock Agreement between TriZetto and
certain consultants and employees (Incorporated by reference
to Exhibit 10.3 of TriZetto's Form 10-Q as filed with the
SEC on August 14, 2000, File No. 000-27501) |
| 10.10* | Form of Change of Control Agreement entered into by and
between TriZetto and certain executive officers of TriZetto
effective as of February 18, 2000 (Incorporated by reference
to Exhibit 10.1 of TriZetto's Form 10-Q as filed with the
SEC on May 15, 2000, File No. 000-27501) |
| 10.11 | First Amended and Restated Investor Rights Agreement, dated
April 9, 1999 by and among Raymond Croghan, Jeffrey
Margolis, TriZetto, and Series A and Series B Preferred
Stockholders (Incorporated by reference to Exhibit 10.8 of
TriZetto's Registration Statement on Form S-1/A, as filed
with the SEC on August 18, 1999, File No. 333-84533) |
| 10.12 | Office Lease Agreement, dated April 26, 1999, between St.
Paul Properties, Inc. and TriZetto (including addendum)
(Incorporated by reference to Exhibit 10.10 of TriZetto's
Registration Statement on Form S-1 as filed with the SEC on
August 5, 1999, File No. 333-84533) |
| 10.13 | Sublease Agreement, dated December 18, 1998, between TPI
Petroleum, Inc. and TriZetto (including underlying Office
Lease Agreement by and between St. Paul Properties, Inc. and
Total, Inc.) (Incorporated by reference to Exhibit 10.11 of
TriZetto's Registration Statement on Form S-1 as filed with
the SEC on August 5, 1999, File No. 333-84533) |
| 10.14 | First Modification and Ratification of Lease, dated November
1, 1999, by and between TriZetto and St. Paul Properties,
Inc. (Incorporated by reference to Exhibit 10.22 of
TriZetto's Form 10-K as filed with the SEC on March 30,
2000, File No. 000-27501) |
| 10.15 | Second Modification and Ratification of Lease, dated
December 1999, by and between TriZetto and St. Paul
Properties, Inc. (Incorporated by reference to Exhibit 10.23
of TriZetto's Form 10-K as filed with the SEC on March 30,
2000, File No. 000-27501) |
| 10.16 | Third Modification and Ratification of Lease, dated January
15, 2000, by and between TriZetto and St. Paul Properties,
Inc. |
| 10.17 | Fourth Modification and Ratification of Lease, dated October
15, 2000, by and between TriZetto and St. Paul Properties,
Inc. |
| 10.18 | Form of Voting Agreement (Incorporated by reference to
Exhibit 2.1 of TriZetto's Form 8-K as filed with the SEC on
May 19, 2000, File No. 000-27501) |
| 10.19+ | Secured Term Note, dated September 11, 2000, payable by
TriZetto and each of TriZetto's subsidiaries to Heller
Healthcare Finance, Inc. (Incorporated by reference to
Exhibit 10.1 of TriZetto's Form 10-Q as filed with the SEC
on November 14, 2000, File No. 000-27501) |
| 10.20+ | Loan and Security Agreement, dated September 11, 2000, by
and among TriZetto, each of TriZetto's subsidiaries, and
Heller Healthcare Finance, Inc. (Incorporated by reference
to Exhibit 10.2 of TriZetto's Form 10-Q as filed with the
SEC on November 14, 2000, File No. 000-27501) |
| 10.21 | Revolving Credit Note, dated September 11, 2000, payable by
TriZetto and each of TriZetto's subsidiaries to Heller
Healthcare Finance, Inc. (Incorporated by reference to
Exhibit 10.3 of TriZetto's Form 10-Q as filed with the SEC
on November 14, 2000, File No. 000-27501) |
| 10.22 | Amendment No. 1 to Loan and Security Agreement, dated
October 17, 2000, by and among TriZetto, each of TriZetto's
subsidiaries, and Heller Healthcare Finance, Inc.
(Incorporated by reference to Exhibit 10.4 of TriZetto's
Form 10-Q as filed with the SEC on November 14, 2000, File
No. 000-27501) |
| 10.23 | Amended and Restated Revolving Credit Note, dated October
17, 2000, payable by TriZetto and each of TriZetto's
subsidiaries to Heller Healthcare Finance, Inc.
(Incorporated by reference to Exhibit 10.5 of TriZetto's
Form 10-Q as filed with the SEC on November 14, 2000, File
No. 000-27501) |
| 10.24+ | Amendment No. 2 to Loan and Security Agreement, dated
December 28, 2000, by and among TriZetto, each of TriZetto's
subsidiaries, and Heller Healthcare Finance, Inc. |
| 10.25 | Second Amended and Restated Revolving Credit Note, dated
December 28, 2000, payable by TriZetto and each of
TriZetto's subsidiaries to Heller Healthcare Finance, Inc. |
| 10.26 | Bank One Credit Facility (including Promissory Note,
Business Loan Agreement and Commercial Pledge and Security
Agreement), dated October 27, 1999 (Incorporated by
reference to Exhibit 10.21 of TriZetto's Form 10-K as filed
with the SEC on March 30, 2000 File No. 000-27501) |
| 10.27 | Amendment to Bank One Credit Facility, dated June 22, 2000
(including Promissory Note Modification Agreement, Business
Loan Agreement and Commercial Pledge and Security Agreement) |
| 10.28 | Amendment to Bank One Credit Facility, dated November 4,
2000 (including Change in Terms Agreement) |
| 10.29+ | Stockholder Agreement, dated as of October 2, 2000, by and
between TriZetto and IMS Health Incorporated |
| 10.30 | Registration Rights Agreement, dated as of October 2, 2000,
by and between TriZetto and IMS Health Incorporated |
| 21.1 | Current Subsidiaries of TriZetto |
| 23.1 | Consent of PricewaterhouseCoopers LLP |
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- This exhibit is identified as a management contract or compensatory plan or
arrangement of TriZetto pursuant to Item 14(a) of Form 10-K.
- +
- Certain exhibits to, and schedules delivered in connection with, this exhibit
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. TriZetto
agrees to supplementary furnish to the SEC a copy of any such exhibit or
schedule upon request.
(b) REPORTS ON FORM 8-K.
On October 17, 2000, we filed a Form 8-K (Item 2) relating to the
consummation of the transactions contemplated by the Agreement and Plan of
Organization which we entered into with Elbejay Acquisition Corp., IMS Health
Incorporated, and Erisco Managed Care Technologies, Inc. on May 16, 2000,
pursuant to which Erisco merged with and into Elbejay resulting in Erisco
becoming a wholly owned subsidiary of TriZetto. On December 4, 2000, in
connection with our filing of a Registration Statement on Form S-3, we filed a
Form 8-K (Item 5) in order to update, through September 30, 2000, the Erisco
financial statements and pro forma financial information that were filed in our
proxy statement dated September 7, 2000 relating to such transaction.
On December 18, 2000, we filed a Form 8-K (Item 2) relating to our
acquisition of all of the issued and outstanding capital stock of Resource
Information Management Systems, Inc. On February 14, 2001, we filed a Form 8-K/A
containing financial statements of the business acquired and pro forma financial
information relating to such transaction.
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