NOTE 7
Related Party Transactions
In September 1997, the Company entered into a $520,000 financing agreement,
bearing interest at 9% and payable quarterly beginning January 1, 1998. A member
of the Company's Board of Directors owns 50% of the financing company. The
principal amount was due October 1, 2002. In connection with the financing
agreement, the Company issued to the financing company warrants to purchase
162,595 shares of common stock with an exercise price of $0.80 per share (Note
9). In August 1999, the warrant to purchase 162,595 shares of common stock was
exercised. The exercise price was applied to the principal under the financing
agreement, reducing the principal amount by $130,000. In October 1999, the
Company paid off the remaining principal balance of $390,000.
The Company has a note receivable from an officer of the Company. The note
accrues interest at 6.5% per annum. The principal and accrued interest will be
forgiven annually over a four year period beginning April 30, 1999 provided the
officer is an employee of the Company. In the event of termination of the
officer's employment with the Company the note and accrued interest become due
and payable immediately. At December 31, 2000, the note receivable from related
party was $50,000.
In June 1998 and October 1998, the Company issued full recourse promissory
notes to certain officers for $200,000 and $500,000, respectively. The
promissory notes were collateralized by 200,000 and 362,319 shares,
respectively, of common stock, bore annual interest at 8% and were payable in
1999, or earlier upon employee termination. In May and June 1999, the Company
repurchased the common stock in exchange for the notes.
In June 1999, the Company entered into an agreement with Garte &
Associates, Inc. pursuant to which the Company would pay Garte & Associates,
Inc. an investment banking fee for certain acquisitions. Harvey Garte, the
Company's Vice President of Corporate Development, is the sole stockholder of
Garte & Associates, Inc. In 1999, the Company paid a total of $256,000 to Garte
& Associates, Inc. in connection with the Company's acquisitions of Novalis
Corporation in November 1999 and Finserv Health Care Systems, Inc. in December
1999. In 2000, the Company paid or accrued a total of $615,000 to Garte &
Associates, Inc. in connection with the Company's acquisitions of Healthcare
Media Enterprises, Inc. in January 2000, Erisco Managed Care Technologies, Inc.
in October 2000 and Resource Information Management Systems, Inc. in December
2000.
In November 1999, in connection with the acquisition of Novalis
Corporation, the Company received notes receivable in the aggregate amount of
$475,000 from the eight former stockholders of Novalis. The notes represent the
former stockholders' agreement to repay all legal, financial and accounting fees
and expenses incurred in connection with the acquisition. The notes accrue
interest at 8.0% per annum and are payable one year from the date of
acquisition, which has been extended by the Company. At December 31, 2000, the
notes receivable from related parties was $252,000.
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