Item 10. Directors and Executive Officers of the Registrant.
The following table sets forth certain information regarding HealthGate's
directors and executive officers as of March 31, 2004.
Name Age Position
William S. Reece 39 Chairman of the Board of Directors,
President and Chief Executive Officer
Julie Furrier 37 Chief Financial Officer, Treasurer and
Secretary
Paul L. Harman 48 Vice President, Business Development
Jonathan J.G. Conibear (2) 53 Director
Edson D. de Castro (1) 66 Director
David Friend (1)(3) 56 Director
Harry R. Jacobson, M.D (2)(3) 57 Director
William G. Nelson, Ph.D. (1)(3) 70 Director
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(1) Member of the Audit Committee
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(2) Member of the Compensation Committee
(3) Member of the 2004 Nominating Committee
William S. Reece is a founder of HealthGate and has served as a member of
HealthGate's board of directors and as President and Chief Executive Officer
since the Company's inception in 1994. Mr. Reece has served as the Chairman of
the Board of Directors since December 1994. From 1988 to 1994, Mr. Reece served
in several positions, including Vice President, Sales and Marketing, Manager of
U.S. Sales and Marketing Representative at PaperChase, a medical literature
retrieval software company owned by Beth Israel Hospital in Boston.
Julie Furrier was appointed as HealthGate's Chief Financial Officer, Secretary
and Treasurer on February 7, 2005. Ms. Furrier joined HealthGate in November
2000 and served as HealthGate's Chief Accounting Officer since 2001. Prior to
joining HealthGate, from 1993 to 2000, Ms. Furrier was employed in several
positions for Town & Country Corporation and subsidiaries, including as Chief
Financial Officer, Treasurer and Secretary of Town & Country Fine Jewelry Group,
Inc. from 1999 to 2000. From 1991 to 1992, Ms. Furrier was employed by The
Boston Company Advisors, Inc. as a financial reporting accountant and from 1989
to 1991 she was employed by Edelstein & Company LLP as an auditor. Ms. Furrier
has been a licensed Certified Public Accountant since 1993.
Paul L. Harman joined HealthGate in 1997 and has held several titles and
positions, including Managing Director, HealthGate Europe Ltd. (1997 to 1999),
Vice President, activePress (1999 to 2000), Vice President, Information
Technology and Software Development (2000 to 2003), and Vice President,
Business Development (beginning in January 2004). Prior to joining HealthGate,
Mr. Harman had six years experience in the medical publishing industry,
including serving as Managing Director for Compact Information Ltd (UK) (owned
by Blackwell Science Ltd.) from 1994 to 1997 and as International Sales Director
for Adonis BV (Netherlands) from 1991 to 1994. Prior to that Mr. Harman worked
for Sony Corporation as a Corporate Planning Manager in Sony's European
Headquarters (from 1990 to 1991) and for The Harper Group (from 1979 to 1990)
developing on-line software for the international freight forwarding and
logistics industry.
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Jonathan J. G. Conibear has served as a member of our Board of Directors since
December 1996. In October 2001, Mr. Conibear became a managing director of
Taylor and Francis, a United Kingdom academic research publisher. From 1986 to
September 2001, Mr. Conibear served as Executive Director of Blackwell Science,
Ltd., the largest publisher of medical societies' journals and one of the
world's largest medical publishers, with headquarters in Oxford, U.K. From 1985
to 1997, Mr. Conibear had other responsibilities with Blackwell Science,
including President, Blackwell Science Inc., Blackwell's U.S. subsidiary, Chair,
Blackwell's Asian subsidiary, and Sales Director. From 1974 to 1985, Mr.
Conibear served in various positions with Oxford University Press. Since May
2004 Mr. Conibear has been a director of T&FInforma, a quoted U.K. publisher of
specialist academic and professional information.
Edson D. de Castro has served as a member of our Board of Directors since
December 1994. Since 1997, Mr. de Castro has been a self-employed business
consultant. From 1992 to 1997, Mr. de Castro was Chairman of Xenometrix, Inc., a
biotechnology company. From 1989 to 1990, Mr. de Castro was Chairman of the
Board of Directors of Data General Corporation. From 1968 to 1989, Mr. de Castro
served as President and Chief Executive Officer of Data General. Mr. de Castro
is a director of AVAX Technologies, Inc., a biopharmaceutical company, and a
director of VCampus Corp., a publisher of educational courseware for Internet
training programs. Mr. de Castro is also a trustee of Boston University and a
Member of the Clark University Graduate School of Management Advisory Council.
Mr. de Castro is also a Member of the Corporation of Partners Healthcare System,
Inc.
David Friend has served as a member of our Board of Directors since April 1995.
He has been a Partner with the venture capital firm Orchid Partners since 2002.
From 1999 to 2002, Mr. Friend was president and CEO of Sonexis, Inc., a
telecommunications hardware company where he is currently the Chairman of the
Board. From 1995 through December 1999, Mr. Friend served as Chairman of the
Board of Directors of FaxNet Corp., a provider of messaging services to the
telecommunications industry. During 1994 and 1995, Mr. Friend served as a
lecturer at Massachusetts Institute of Technology. From 1983 to 1994, Mr. Friend
served as Chairman of the Board of Directors of Pilot Software, an international
software firm. Mr. Friend has also been a director of GEAC Computer Corporation,
Limited since 2001.
Harry Jacobson, M. D. became a director in October 2003. Dr. Jacobson is Vice
Chancellor for Health Affairs and Professor of Medicine at Vanderbilt University
Medical Center. In 1985, Dr. Jacobson joined the Vanderbilt faculty as
Professor of Medicine and Director of the Division of Nephrology. From 1978 to
1985, Dr. Jacobson was on the faculty of the University of Texas Southwestern
Medical Center at Dallas. From 1976 to 1978, he served as Chief of the Renal
Section of the U.S. Army Surgical Research Center at Brooke Army Medical
Center. Dr. Jacobson is a member of numerous professional organizations,
including the Institute of Medicine of the National Academy of Sciences,
the American Society of Nephrology, the International Society of Nephrology, the
American Society of Clinical Investigation, and the Association of American
Physicians. He is a founder of Renal Care Group and is a member of its Board of
Directors. Dr. Jacobson is a member of the Board of Directors of Kinetic
Concepts, Inc., a global medical technology company, and Ingram Industries,
Inc., a wholesale book distributor, and has also served as Chairman of EBM
Solutions, Inc. since 1999.
William G. Nelson, Ph.D. has served as a member of our Board of Directors since
October 2000. Since 1990, Dr. Nelson has been the Chairman of the Board of
Directors of HarrisData Corp., a computer software company. Since 1999, Dr.
Nelson has also been the Chairman of the Board of Directors of Repository
Technologies Inc., a computer software company. Dr. Nelson has been a director
of GEAC Computer Corporation, Limited since 1988, additionally from June 1996
through October 2000, Dr. Nelson served as the Chairman of the Board of
Directors of GEAC, and from September 1996 until April 1999, he also served as
its Chief Executive Officer and President. Since 1986, Dr. Nelson has also
served as a director of Manugistics Group, Inc., a provider of intelligent
supply chain optimization solutions for enterprises and evolving eBusiness
trading networks. Since 2002, Dr. Nelson has served as a director of Catalyst
International Inc., a supplier of supply chain management software. Dr. Nelson
is a Partner with Orchid Partners, a venture capital firm. From December 1991
to December 1994, Dr. Nelson was President and Chief Executive Officer of Pilot
Software, Inc.
3
Executive officers of HealthGate are elected by the board of directors on an
annual basis and serve at the pleasure of the board of directors. There are no
family relationships among any of the Company's executive officers or directors.
The Company's board of directors is divided into three classes, each of whose
members serve for staggered three-year terms. One class of directors will be
elected each year at the annual meeting of stockholders for a term of three
years. Mr. de Castro, Mr. Reece and Dr. Jacobson presently serve as Class III
Directors whose term expires at the annual meeting of stockholders in 2005; Mr.
Friend and Dr. Nelson presently serve as Class I Directors whose term expires at
the annual meeting of stockholders in 2006; and Mr. Conibear and Dr. Jacobson
presently serve as Class II Directors whose term expires at the annual meeting
of stockholders in 2007. All directors will hold office until their successors
have been duly elected and qualified.
Audit Committee Financial Expert
The Board of Directors of HealthGate has determined that Mr. de Castro, Chairman
of the Audit Committee, is an "audit committee financial expert," as defined in
the rules of the SEC, and is "independent" as defined in Rule 4200 (a)(15) of
NASD's listing standards.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3, 4, and 5 furnished to HealthGate pursuant
to Rule 16a-3(e) under the Securities Exchange Act of 1934 (the "Exchange Act")
during and with respect to its most recent fiscal year, as well as written
representations furnished to HealthGate by reporting persons, all persons
subject to Section 16 of the Exchange Act with respect to HealthGate have filed
on a timely basis all reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year.
Code of Ethics
In December 2003, the Board of Directors of HealthGate adopted a Code of Conduct
and Ethics which is applicable to all employees, including the chief executive
officer, chief financial officer, principal accounting officer and controller.
HealthGate's Code of Conduct and Ethics is posted on the Company's website at
www.healthgate.com. HealthGate intends to describe any amendments to its Code
of Conduct and Ethics any waivers granted to HealthGate's chief executive
officer, chief financial officer, principal accounting officer and controller
under the Code of Conduct and Ethics on the Company's website at
www.healthgate.com.
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